TCR_Public/080429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, April 29, 2008, Vol. 12, No. 101

                             Headlines

ABFC TRUST: Realized Losses Cue S&P's Rating Cuts on Certificates
ABSC CERTIFICATES: S&P Downgrades Cert. Ratings on Realized Losses
ACA CAPITAL: Counterparties Extend Forbearance Deal Until May 30
ACAS CRE: 12 Classes Obtain Fitch's Rating Downgrades to Low-B
ACE SECURITIES: Fitch Takes Various Rating Actions on Certificates

ACTIGA CORP: Grobstein Horwath Raises Substantial Doubt
ACTIVANT SOLUTIONS: Earns $593,000 in First Quarter Ended Dec. 31
AEGIS MORTGAGE: Fitch Cuts Ratings on Notes Totaling $235.9MM
AMERICAN HOME: Committee Seeks to Retain Special Conflicts Counsel
AMERICAN HOME: Parties Respond to Motion Concerning 392 Claims

AMERICAN HOME: Court Disallows, Expunges 80 Claims
AMERICAN HOME: Court Approves Final Stipulation on Cash Collateral
AMERICAN HOME: Judge Refuses to Lift Stay for BofA to Sell Loans
AMPEX CORPORATION: U.S. Trustee Forms Five-Member Committee
AMPEX CORPORATION: Receives Delisting Notice from Nasdaq

ANSONIA CDO: 15 Cert. Classes Acquire Fitch's Rating Downgrades
ASARCO LLC: Court OKs $5 Mil. Stand-Alone Financing from JPMorgan
ASARCO LLC: Court Approves Environmental Claim Settlement Pacts
ASARCO LLC: Court Okays Michael Warner as Examiner
ASARCO LLC: Asks Court to Approve $1.27MM Settlement with El Paso  

ATLANTIC EXPRESS: Dec. 31 Balance Sheet Upside-Down by $42.8 MM
AVISTAR COMMS: Faces Nasdaq Delisting Due to Low Share Bid Price
BALDWIN 2006-IV: Moody's Reviews 'Ba1' Rating on $51 Mil. Notes
BALDWIN 2006-V: Moody's Reviews 'Ba2' Rating on $7 Mil. Notes
BALDWIN 2006-VI: Moody's Reviews 'Ba2' Rating on $15 Mil. Notes

BALDWIN 2006-VII: Moody's Reviews 'Ba1' Rating on Class A-2 Notes
BLOCKBUSTER INC: Circuit Stockholder HBK Supports Merger Talks
BLOCK COMMS: S&P Upgrades Corporate Credit Rating to 'BB-' From B+
BLOUNT INT'L: December 31 Balance Sheet Upside-Down by $54 Million
BOB WILSON: Voluntary Chapter 11 Case Summary

BRAHMANI RIVER: Fitch Attaches 'BB+' Long-term Issuer Rating
BSML INC: Stonefield Josephson Expresses Going Concern Doubt
CANADIAN TRUSTS: Noteholders Approve ABCP Restructuring Plan
CANEUM INC: LevitZacks Expresses Going Concern Doubt
CAPRI CONDOMINIUMS: Resolves Bank Claims; Has New Owner

CASH SYSTEMS: Auditor Expresses Going Concern Doubt
CATHOLIC CHURCH: Davenport Submits Plan Balloting Results
CD 2005-CD1 COMMERCIAL: Moody's Holds Low-B Ratings on Six Classes
CELESTICA INC: S&P Changes Outlook to Stable; Holds 'B+' Ratings
CENTRAL GARDEN: Posts $290MM Net Loss in Quarter Ended Dec. 29

CHARMING SHOPPES: Urges Shareholders to Re-Elect Three Directors
CHARMING SHOPPES: Explores Strategic Options for Non-Core Assets
CHC HELICOPTER: Shareholders to Vote on First Reserve Merger Today
CITIFINANCIAL MORTGAGE: Fitch Cuts Rating on $7.7 Mil. Notes to BB
CITIGROUP MORTGAGE: Fitch Cuts Ratings on Six Classes to Low-Bs

CSFB MORTGAGE: Moody's Confirms Junk Ratings on Four Classes
CRI HOTEL: Grant Thornton Raises Substantial Doubt
CV THERAPEUTICS: March 31 Balance Sheet Upside-Down by $208MM
DELPHI CORP: To Seek $4.1 Bil. Loan Refinancing, Adjusts Forecasts
DELPHI CORP: Wants to Obtain $650 Million Credit from GM

DELPHI CORP: Ch. 11 Exit to be Delayed for Months, GM Chief Says
DUKE FUNDING: Eight Classes of Notes Get Moody's Rating Downgrades
EDUCATION RESOURCES: Organizational Meeting Set for Tomorrow
FIELDSTONE MORTGAGE: S&P Downgrades Ratings on Certificate Classes
FORD CREDIT: Moody's Puts 'Ba1' Rating on $31.5 Mil. Class D Notes

FORD MOTOR: Shareholder Tracinda Offers to Buy 20MM Ford Stake
FORD MOTOR: Inks Master Economics Offer Agreement with CAW
FORT DENISON: Declining Credit Quality Cues Moody's Rating Cuts
FORTUNOFF: Morrison & Foerster is Committee's Substitute Counsel
FORTUNOFF: Names Christopher Sim as Chief Financial Officer

FRONTIER AIRLINES: Trustee Appoints Seven-Member Creditors Panel
GENERAL MOTORS: Former Unit Delphi Wants $650 Million GM Credit
GENERAL MOTORS: Moody's Gives Negative Outlook; Keeps 'B3' Rating
GENERAL MOTORS: Chief Says Delphi's Ch. 11 Exit to be Delayed
GOLDSPRING INC: March 31 Balance Sheet Upside-Down by $15,640,737

GREENVILLE CASUALTY: A.M. Best Keeps 'bb+' Issuer Credit Rating
HC INNOVATIONS: Carlin Charron Raises Substantial Doubt
HOOP HOLDINGS: Wants to Engage Gibson Dunn as Special Counsel
HURLEY MEDICAL: Fitch Keeps 'BB+' Rating on $67.1MM Revenue Bonds
IMPERIAL INDUSTRIES: Grant Thornton Raises Substantial Doubt

INGRAM MICRO: Unveils Global Restructuring Plan, 1st Qtr. Results
INNOVATIVE CARD: Singer Lewak Raises Substantial Doubt
IPSWICH STREET: Poor Credit Quality Cues Moody's Rating Downgrades
JER CRE: Fitch Cuts Ratings of 13 Classes of Notes to Low B
JP MORGAN MORTGAGE: Fitch Cuts Ratings of Several Certificates

KIMBALL HILL: Secured Lender Agrees to Cash Collateral Use
KIMBALL HILL: Wants Court to Approve $51 Million Intercompany Loan
KIMBALL HILL: Wants to Hire Kurtzman Carson as Claims Agent
KIMBALL HILL: S&P Ratings Tumble to 'D' on Chapter 11 Filing
LB COMMERCIAL: Losses Cue Moody's Rating Cuts on Three Classes

LB-UBS COMMERCIAL: Anticipated Losses Prompt S&P's Rating Cuts
LID LTD: Court Approves Bidding Procedure for Sale of Assets
LIGHTSPACE CORP: Miller Wachman Raises Substantial Doubt
LNR CDO: Fitch Downgrades Ratings on 10 Classes of Notes to Low-Bs
LNR CDO: Fitch Cuts Ratings on $55.3 Mil. Class J Notes to 'B-'

MAC-GRAY CORP: Acquires Automatic Laundry Company for $116 Mil.
MAC-GRAY CORP: Moody's Cuts Ratings on 7.625% Senior Notes to 'B3'
MACROVISION SOLUTIONS: Moody's Cuts Rating on Proposed Loan to Ba2
MASTR TRUSTS: High Delinquencies Cue Moody's 50 Rating Downgrades
MEDICOR LTD: Can Sell All Assets to Global Consolidated for $51MM

MERGE HEALTHCARE: KPMG LLP Raises Substantial Doubt
M FABRIKANT: Files Modified Chapter 11 Plan; Lenders Balk Again
MICRON TECHNOLOGY: Moody's Keeps 'Ba3' Rating; Gives Neg. Outlook
MICRON TECHNOLOGY: S&P Keeps 'BB-' Corp. Rating on Ample Liquidity
MIDDLETON DOLL: Losses and Cash Outflows Prompt Going Concern

MORGAN STANLEY MORTGAGE: Fitch Downgrades Ratings on $812MM Certs.
MORGAN STANLEY DEAN: Moody's Confirms Low-B Ratings on Six Classes
NEW CENTURY: Gets Creditors' Support on Chapter 11 Plan
NEW CENTURY: Seeks to Modify Amended Joint Chapter 11 Plan
NEW CENTURY HOME: Fitch Cuts Ratings on $267.9 Mil. Certs.

NEW YORK RACING: Judge Peck Confirms Modified Amended Ch.11 Plan
NEXTMEDIA OPERATING: S&P Holds Credit Watch Listing on 'B-' Rating
NORSAT INT'L: Losses, Deficit Cue Management's Going Concern
NORTH STREET: Moody's Reviews 'Ba2' Rating on $155 Mil. Notes
NPS PHARMA: December 31 Balance Sheet Upside-Down by $188 Million

PACER HEALTH: Sells Acute Care Hospital to Saint Joseph's Health
PERMA-FIX ENVIRONMENTAL: BDO Seidman Raises Substantial Doubt
PHOENIX FOOTWEAR: Grant Thornton Expresses Going Concern Doubt
PNM RESOURCES: Moody's Lowers Senior Unsecured Rating to 'Ba2'
POSITRON CORP: Frank Sassetti Expresses Going Concern Doubt

POWERMATE HOLDING: Committee Selects Sonnenschein as Counsel
PROPEX INC: Wants Court to Extend Exclusive Plan-Filing to Oct. 18
PROPEX INC: Wants Court to Extend Lease Decision Period to Aug. 15
PROVIDENTIAL HOLDINGS: Earns $227,950 in 2nd Quarter Ended Dec. 31
REDENVELOPE INC: Gets Tentative OK on Sale Bidding Procedures

REDENVELOPE INC: Gets Initial OK to Use Granite's $4.5MM Facility
SAIL TRUSTS: Reduced Credit Enhancement Prompts S&P's Rating Cuts
SHARPER IMAGE: Allowed to Employ Weil, Gotshal as Attorney
SHARPER IMAGE: Committee Wants to Retain Cooley as Lead Counsel
SHARPER IMAGE: Committee Wants to Retain Loughlin as Advisor

SHARPER IMAGE: Committee Wants to Retain Whiteford as Counsel
SHARPER IMAGE: SCSF Disposes of 150,000 Shares
SIRVA INC: Files Motion to Modify Plan Without Resolicitation
SOUNDVIEW HOME: Fitch Cuts Rating on $1.5 Mil. Bonds to 'BB+'

SUNAMERICA MORTGAGE: Moody's Maintains 'Ba1' Rating on Class B-5
SUNCREST LLC: Wants to Hire Vinson & Elkins as Counsel
SUNCREST LLC: Discloses Properties and Various Claim Holders
SUPERIOR ESSEX: S&P Upgrades Corporate Credit Rating to 'BB'
TERWIN MORTGAGE: Fitch Holds Low-B Ratings on Two 2003-6HE Certs.

THERMADYNE HOLDINGS: Earns $4 Million in Quarter Ended December 31
TIAA REAL: S&P Confirms 'BB' Rating on $12 Mil. Class E Notes
TRANSMERIDIAN EXPLORATION: UHY LLP Raises Substantial Doubt
TRIBUNE CO: Gets $580 Million Counter Bid from Mortimer Zuckerman
TULLY'S COFFEE: Dec. 30 Balance Sheet Upside-Down by $10.3 Million

TYSON FOODS: Posts $5 Million Net Loss in Quarter ended March 29
UBS MORTGAGE: Fitch Takes Rating Actions on Various Certificates
US AIRWAYS: Sets Executive Incentive Plan Targets for 2008
US AIRWAYS: Reaches Tentative Three-Year Agreement with IAM
US AIRWAYS: Trafelet and Wellington Disclose Stake Ownerships

US AIRWAYS: Pilots Opt for USAPA as Bargaining Agents
VERSO TECHNOLOGIES: Files Chapter 11 Petition in Georgia
VERSO TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors
WACHOVIA BANK: Fitch Affirms Low-B Rating on Six Classes of Certs.
WACHOVIA BANK: Fitch Holds 'BB+' Rating on Two Classes of Certs.

WINDSTREAM CORP: Strong Cash Flows Cue Fitch to Hold 'BB+' Rating
WORLD HEART: Obtains Non-Compliance Notice from Nasdaq Stock
YRC WORLDWIDE: Refinancing Risks Cue S&P to Confirm 'BB' Rating

* Fitch SMARTView Puts 21 U.S. CMBS Deals 'Under Analysis'
* S&P Slashes 40 Tranches' Ratings From Nine Cash Flows and CDOs
* S&P Downgrades Ratings on 26 Classes From Eight RMBS Deals

* Large Companies with Insolvent Balance Sheets

                             *********

ABFC TRUST: Realized Losses Cue S&P's Rating Cuts on Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 79
classes of asset-backed certificates issued by 17 ABFC Trust,
Asset Backed Securities Corp., Fieldstone Mortgage Investment
Trust, Meritage Mortgage Loan Trust, and Structured Asset
Investment Loan Trust series.  At the same time, S&P removed its
ratings on 20 of these classes from CreditWatch negative.

Concurrently, S&P placed its ratings on 25 classes on CreditWatch
with negative implications, and affirmed its ratings on the
remaining 80 classes from these transactions.  These classes in
the affected transactions are secured primarily by U.S. subprime
mortgage loan collateral.
     
The downgrades affecting the transactions from the 2005 vintage
reflect reduced credit enhancement due to monthly realized losses,
as well as a high amount of loans that are considered severely
delinquent (90-plus days, foreclosures, and REOs).  As of the
March 2008 remittance period, cumulative losses for the 2005
vintage transactions, as a percentage of the original pool
balances, ranged from 1.11% (ABFC series 2005-HE1) to 3.60%
(Meritage series 2005-2).  

The increasing amount of loans that are severely delinquent
suggests that losses will continue to exceed excess interest and
further compromise credit support.  Severe delinquencies, as a
percentage of the current pool balances, ranged from 21.14% (Asset
Backed Securities Corp. series 2005-HE1)
to 41.82% (Meritage series 2005-2).  The increase in the dollar
amount of severe delinquencies since the April 2007 remittance
ranged from 27.17% (ABFC series 2005-HE1) to 156.65% (ABFC series
2005-WMC1).  Class B-1 from ABFC series 2005-WMC1 experienced a
principal write-down of $52,243, prompting S&P to lower the rating
on the security to 'D'.
     
S&P removed its ratings on 20 of the downgraded classes from
CreditWatch negative.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on CreditWatch
negative.  S&P lowered its rating on class M9 from Asset Backed
Securities Corp.'s series 2005-HE1 to 'B' and removed it from
CreditWatch negative because S&P does not anticipate any rating
further actions on this class in the near future.
    
S&P placed its ratings on 25 classes on CreditWatch negative.
While S&P believes the amount of credit enhancement for these
classes may be insufficient to cover projected losses, S&P will
not initiate additional rating actions until it completes
additional analysis.  S&P will further evaluate and compare the
date of projected defaults with the projected payoff dates, as
well as the relationships between projected credit support and
projected losses throughout the remaining life of each
certificate.
     
All of the lowered ratings affecting the transactions from the
2006 vintage reflect principal write-downs or the complete erosion
of credit support.  Given these factors, S&P lowered its ratings
on these classes to 'D'.  As of the March 2008 remittance period,
credit support for class M-11 from Fieldstone Mortgage Investment
Trust's series 2006-1 had been depleted.  As of the March
remittance, class M8 from Structured Asset Investment Loan Trust's
series 2006-2 had experienced principal write-downs totaling
$942,299; class B1 from Structured Asset Investment Loan Trust's
series 2006-BNC2 had experienced principal write-downs totaling
$3,773,306; and class M10 from Asset Backed Securities Corp.'s
series NC 2006-HE4 had experienced principal write-downs totaling
$5,307,122.
     
The 86 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels despite
the negative trends in the underlying collateral for these deals.
     
Subordination, overcollateralization, and excess spread provide
credit support for all of the affected series.  The collateral for
these transactions primarily consists of subprime, adjustable- and
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.

                          Ratings Lowered

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE1            M-7        04542BKY7     B              BBB+
2005-HE1            M-8        04542BKZ4     CCC            BBB
2005-HE1            M-9        04542BLA8     CCC            BBB-
2005-HE1            B-3        04542BLD2     CC             CCC
2005-WMC1           M-6        04542BPJ5     B              A+
2005-WMC1           M-7        04542BPK2     CCC            A+
2005-WMC1           M-8        04542BPL0     CCC            A
2005-WMC1           M-9        04542BPM8     CCC            BBB
2005-WMC1           M-10       04542BPN6     CC             B
2005-WMC1           M-11       04542BPP1     CC             B
2005-WMC1           M-12       04542BPQ9     CC             CCC
2005-WMC1           B-1        04542BPR7     D              CCC

                  Asset Backed Securities Corp.

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
NC 2006-HE4          M10        04544GAS8     D              CC

        Asset Backed Securities Corp. Home Equity Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE2            M5         04541GQF2     BB             BBB+
2005-HE2            M6         04541GQG0     B              BBB
2005-HE3            M8         04541GRB0     B              BBB
2005-HE3            M11        04541GRE4     CC             CCC
2005-HE4            M9         04541GRT1     B              BBB-
2005-HE4            M10        04541GRX2     CCC            BB+
2005-HE5            M7         04541GSP8     BBB-           A-
2005-HE5            M8         04541GSQ6     B              BBB+
2005-HE5            M12        04541GSU7     CC             CCC
2005-HE6            M5         04541GTP7     BBB-           A
2005-HE6            M6         04541GTQ5     B              A-
2005-HE6            M7         04541GTR3     CCC            BBB+
2005-HE6            M9         04541GTT9     CCC            BB
2005-HE6            M10        04541GSY9     CCC            B
2005-HE6            M11        04541GSZ6     CC             CCC

                 Fieldstone Mortgage Investment Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-1              M-11       31659TFL4     D              CCC

                    Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-6        59001FCW9     B              A+
2005-2              M-11       59001FDB4     CC             CCC

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             M4         86358EZB5     CCC            A+
2005-10             M5         86358EZC3     CCC            A
2005-10             M6         86358EZD1     CC             BB
2005-10             B1         86358EZH2     CC             CCC
2005-10             B2         86358EZK5     CC             CCC
2005-10             M9         86358EZG4     CC             CCC
2005-8              M4         86358EXT8     CCC            BBB+
2005-8              M5         86358EXU5     CCC            BBB
2005-8              M6         86358EXV3     CCC            BB
2005-8              M7         86358EXW1     CC             B
2005-8              M8         86358EXX9     CC             CCC
2005-8              M9         86358EXY7     CC             CCC
2005-9              M4         86358EYJ9     CCC            A+
2005-9              M5         86358EYK6     CCC            BBB+
2005-9              M6         86358EYL4     CCC            BB
2005-9              M7         86358EYM2     CCC            BB
2005-9              M8         86358EYN0     CC             B
2005-9              B1         86358EYQ3     CC             CCC
2005-9              M9         86358EYP5     CC             CCC
2005-HE1            M4         86358EUY0     BB             A+
2005-HE1            M5         86358EUZ7     B-             A
2005-HE1            M6         86358EVA1     CCC            BBB
2005-HE1            M7         86358EVB9     CC             B
2005-HE1            M8         86358EVC7     CC             B
2005-HE1            B1         86358EVE3     CC             CCC
2005-HE1            M9         86358EVD5     CC             CCC
2006-2              M8         86358EF76     D              CC
2006-BNC2           B1         86358GAQ4     D              CC

              Ratings Placed on CreditWatch Negative

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        04542BPG1     AA/Watch Neg   AA
2005-WMC1           M-5        04542BPH9     AA-/Watch Neg  AA-

                   Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-5        59001FCV1     AA-/Watch Neg  AA-

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             A1         86358EYT7     AAA/Watch Neg  AAA
2005-10             A2         86358EYU4     AAA/Watch Neg  AAA
2005-10             A4         86358EYW0     AAA/Watch Neg  AAA
2005-10             A-5        86358EYX8     AAA/Watch Neg  AAA
2005-10             A6         86358EZJ8     AAA/Watch Neg  AAA
2005-10             M1         86358EYY6     AA+/Watch Neg  AA+
2005-10             M2         86358EYZ3     AA/Watch Neg   AA
2005-10             M3         86358EZA7     AA-/Watch Neg  AA-
2005-8              A3         86358EXN1     AAA/Watch Neg  AAA
2005-8              A4         86358EXP6     AAA/Watch Neg  AAA
2005-8              M1         86358EXQ4     AA+/Watch Neg  AA+
2005-8              M2         86358EXR2     AA/Watch Neg   AA
2005-8              M3         86358EXS0     AA-/Watch Neg  AA-
2005-9              A1         86358EYA8     AAA/Watch Neg  AAA
2005-9              A2         86358EYB6     AAA/Watch Neg  AAA
2005-9              A3         86358EYC4     AAA/Watch Neg  AAA
2005-9              A5         86358EYE0     AAA/Watch Neg  AAA
2005-9              A6         86358EYS9     AAA/Watch Neg  AAA
2005-9              M1         86358EYF7     AA+/Watch Neg  AA+
2005-9              M2         86358EYG5     AA/Watch Neg   AA
2005-9              M3         86358EYH3     AA-/Watch Neg  AA-
2005-HE1            M3         86358EUX2     AA-/Watch Neg  AA-

       Ratings Lowered and Removed From CreditWatch Negative

                            ABFC Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            B-1            CCC         BB+/Watch Neg
    2005-HE1            B-2            CC          BB/Watch Neg

     Asset Backed Securities Corporation Home Equity Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            M9             B           BBB-/Watch Neg
    2005-HE1            M10            CCC         BB+/Watch Neg
    2005-HE2            M7             CCC         BBB-/Watch Neg
    2005-HE2            M8             CCC         BB+/Watch Neg
    2005-HE3            M9             CCC         BBB-/Watch Neg
    2005-HE3            M10            CCC         BB+/Watch Neg
    2005-HE4            M11            CCC         BB/Watch Neg
    2005-HE4            M12            CC          BB/Watch Neg
    2005-HE5            M9             CCC         BBB/Watch Neg
    2005-HE5            M10            CCC         BBB-/Watch Neg
    2005-HE5            M11            CC          BB/Watch Neg
    2005-HE6            M8             CCC         BBB/Watch Neg

                   Meritage Mortgage Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-2              M-7            CCC         A/Watch Neg
    2005-2              M-8            CCC         BBB+/Watch Neg
    2005-2              M-9            CCC         BB/Watch Neg
    2005-2              M-10           CC          B/Watch Neg

               Structured Asset Investment Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-10             M7             CC          BB/Watch Neg
    2005-10             M8             CC          B/Watch Neg

                        Ratings Affirmed

                            ABFC Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M-1        04542BKS0     AA+
          2005-HE1            M-2        04542BKT8     AA
          2005-HE1            M-3        04542BKU5     AA-
          2005-HE1            M-4        04542BKV3     A+
          2005-HE1            M-5        04542BKW1     A
          2005-HE1            M-6        04542BKX9     A-
          2005-WMC1           A-1        04542BNX6     AAA
          2005-WMC1           A-2C       04542BPA4     AAA
          2005-WMC1           A-2D       04542BPB2     AAA
          2005-WMC1           A-2MZ      04542BPC0     AAA
          2005-WMC1           M-1        04542BPD8     AA+
          2005-WMC1           M-2        04542BPE6     AA+
          2005-WMC1           M-3        04542BPF3     AA

     Asset Backed Securities Corporation Home Equity Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M1         04541GPH9     AA+
          2005-HE1            M2         04541GPJ5     AA
          2005-HE1            M3         04541GPK2     AA-
          2005-HE1            M4         04541GPL0     A+
          2005-HE1            M5         04541GPM8     A
          2005-HE1            M6         04541GPN6     A-
          2005-HE1            M7         04541GPP1     BBB+
          2005-HE1            M8         04541GPQ9     BBB
          2005-HE1            M11        04541GPT3     CCC
          2005-HE2            M1         04541GQB1     AA
          2005-HE2            M2         04541GQC9     AA-
          2005-HE2            M3         04541GQD7     A
          2005-HE2            M4         04541GQE5     A-
          2005-HE3            A1         04541GQN5     AAA
          2005-HE3            A2B        04541GQQ8     AAA
          2005-HE3            A5         04541GQT2     AAA
          2005-HE3            M1         04541GQU9     AA+
          2005-HE3            M2         04541GQV7     AA
          2005-HE3            M3         04541GQW5     AA-
          2005-HE3            M4         04541GQX3     A+
          2005-HE3            M5         04541GQY1     A
          2005-HE3            M6         04541GQZ8     A-
          2005-HE3            M7         04541GRA2     BBB+
          2005-HE4            A1         04541GRJ3     AAA
          2005-HE4            A2         04541GRU8     AAA
          2005-HE4            A2B        04541GRW4     AAA
          2005-HE4            M1         04541GRK0     AA+
          2005-HE4            M2         04541GRL8     AA
          2005-HE4            M3         04541GRM6     AA-
          2005-HE4            M4         04541GRN4     A+
          2005-HE4            M5         04541GRP9     A
          2005-HE4            M6         04541GRQ7     A-
          2005-HE4            M7         04541GRR5     BBB+
          2005-HE4            M8         04541GRS3     BBB
          2005-HE5            A1         04541GSD5     AAA
          2005-HE5            A1A        04541GSE3     AAA
          2005-HE5            A2         04541GSF0     AAA
          2005-HE5            A2A        04541GSG8     AAA
          2005-HE5            M1         04541GSH6     AA+
          2005-HE5            M2         04541GSJ2     AA
          2005-HE5            M3         04541GSK9     AA
          2005-HE5            M4         04541GSL7     AA-
          2005-HE5            M5         04541GSM5     A+
          2005-HE5            M6         04541GSN3     A
          2005-HE6            A1         04541GTD4     AAA
          2005-HE6            A1A        04541GTE2     AAA
          2005-HE6            A2B        04541GTG7     AAA
          2005-HE6            A2C        04541GTH5     AAA
          2005-HE6            A2D        04541GTJ1     AAA
          2005-HE6            M1         04541GTK8     AA+
          2005-HE6            M2         04541GTL6     AA
          2005-HE6            M3         04541GTM4     AA-
          2005-HE6            M4         04541GTN2     A+

                   Meritage Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-2              I-A1       59001FCL3     AAA
          2005-2              II-A2      59001FCN9     AAA
          2005-2              II-A3      59001FCP4     AAA
          2005-2              M-1        59001FCR0     AA+
          2005-2              M-2        59001FCS8     AA+
          2005-2              M-3        59001FCT6     AA
          2005-2              M-4        59001FCU3     AA

               Structured Asset Investment Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            A2         86358EUN4     AAA
          2005-HE1            A5         86358EUR5     AAA
          2005-HE1            A6         86358EUS3     AAA
          2005-HE1            A7         86358EUT1     AAA
          2005-HE1            A8         86358EUU8     AAA
          2005-HE1            M1         86358EUV6     AA+
          2005-HE1            M2         86358EUW4     AA


ABSC CERTIFICATES: S&P Downgrades Cert. Ratings on Realized Losses
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 79
classes of asset-backed certificates issued by 17 Asset Backed
Securities Corp., ABFC Trust, Fieldstone Mortgage Investment
Trust, Meritage Mortgage Loan Trust, and Structured Asset
Investment Loan Trust series.  At the same time, S&P removed its
ratings on 20 of these classes from CreditWatch negative.

Concurrently, S&P placed its ratings on 25 classes on CreditWatch
with negative implications, and affirmed its ratings on the
remaining 80 classes from these transactions.  These classes in
the affected transactions are secured primarily by U.S. subprime
mortgage loan collateral.
     
The downgrades affecting the transactions from the 2005 vintage
reflect reduced credit enhancement due to monthly realized losses,
as well as a high amount of loans that are considered severely
delinquent (90-plus days, foreclosures, and REOs).  As of the
March 2008 remittance period, cumulative losses for the 2005
vintage transactions, as a percentage of the original pool
balances, ranged from 1.11% (ABFC series 2005-HE1) to 3.60%
(Meritage series 2005-2).  

The increasing amount of loans that are severely delinquent
suggests that losses will continue to exceed excess interest and
further compromise credit support.  Severe delinquencies, as a
percentage of the current pool balances, ranged from 21.14% (Asset
Backed Securities Corp. series 2005-HE1)
to 41.82% (Meritage series 2005-2).  The increase in the dollar
amount of severe delinquencies since the April 2007 remittance
ranged from 27.17% (ABFC series 2005-HE1) to 156.65% (ABFC series
2005-WMC1).  Class B-1 from ABFC series 2005-WMC1 experienced a
principal write-down of $52,243, prompting S&P to lower the rating
on the security to 'D'.
     
S&P removed its ratings on 20 of the downgraded classes from
CreditWatch negative.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on CreditWatch
negative.  S&P lowered its rating on class M9 from Asset Backed
Securities Corp.'s series 2005-HE1 to 'B' and removed it from
CreditWatch negative because S&P does not anticipate any rating
further actions on this class in the near future.
    
S&P placed its ratings on 25 classes on CreditWatch negative.
While S&P believes the amount of credit enhancement for these
classes may be insufficient to cover projected losses, S&P will
not initiate additional rating actions until it completes
additional analysis.  S&P will further evaluate and compare the
date of projected defaults with the projected payoff dates, as
well as the relationships between projected credit support and
projected losses throughout the remaining life of each
certificate.
     
All of the lowered ratings affecting the transactions from the
2006 vintage reflect principal write-downs or the complete erosion
of credit support.  Given these factors, S&P lowered its ratings
on these classes to 'D'.  As of the March 2008 remittance period,
credit support for class M-11 from Fieldstone Mortgage Investment
Trust's series 2006-1 had been depleted.  As of the March
remittance, class M8 from Structured Asset Investment Loan Trust's
series 2006-2 had experienced principal write-downs totaling
$942,299; class B1 from Structured Asset Investment Loan Trust's
series 2006-BNC2 had experienced principal write-downs totaling
$3,773,306; and class M10 from Asset Backed Securities Corp.'s
series NC 2006-HE4 had experienced principal write-downs totaling
$5,307,122.
     
The 86 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels despite
the negative trends in the underlying collateral for these deals.
     
Subordination, overcollateralization, and excess spread provide
credit support for all of the affected series.  The collateral for
these transactions primarily consists of subprime, adjustable- and
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.

                          Ratings Lowered

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE1            M-7        04542BKY7     B              BBB+
2005-HE1            M-8        04542BKZ4     CCC            BBB
2005-HE1            M-9        04542BLA8     CCC            BBB-
2005-HE1            B-3        04542BLD2     CC             CCC
2005-WMC1           M-6        04542BPJ5     B              A+
2005-WMC1           M-7        04542BPK2     CCC            A+
2005-WMC1           M-8        04542BPL0     CCC            A
2005-WMC1           M-9        04542BPM8     CCC            BBB
2005-WMC1           M-10       04542BPN6     CC             B
2005-WMC1           M-11       04542BPP1     CC             B
2005-WMC1           M-12       04542BPQ9     CC             CCC
2005-WMC1           B-1        04542BPR7     D              CCC

                  Asset Backed Securities Corp.

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
NC 2006-HE4          M10        04544GAS8     D              CC

        Asset Backed Securities Corp. Home Equity Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE2            M5         04541GQF2     BB             BBB+
2005-HE2            M6         04541GQG0     B              BBB
2005-HE3            M8         04541GRB0     B              BBB
2005-HE3            M11        04541GRE4     CC             CCC
2005-HE4            M9         04541GRT1     B              BBB-
2005-HE4            M10        04541GRX2     CCC            BB+
2005-HE5            M7         04541GSP8     BBB-           A-
2005-HE5            M8         04541GSQ6     B              BBB+
2005-HE5            M12        04541GSU7     CC             CCC
2005-HE6            M5         04541GTP7     BBB-           A
2005-HE6            M6         04541GTQ5     B              A-
2005-HE6            M7         04541GTR3     CCC            BBB+
2005-HE6            M9         04541GTT9     CCC            BB
2005-HE6            M10        04541GSY9     CCC            B
2005-HE6            M11        04541GSZ6     CC             CCC

                 Fieldstone Mortgage Investment Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-1              M-11       31659TFL4     D              CCC

                    Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-6        59001FCW9     B              A+
2005-2              M-11       59001FDB4     CC             CCC

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             M4         86358EZB5     CCC            A+
2005-10             M5         86358EZC3     CCC            A
2005-10             M6         86358EZD1     CC             BB
2005-10             B1         86358EZH2     CC             CCC
2005-10             B2         86358EZK5     CC             CCC
2005-10             M9         86358EZG4     CC             CCC
2005-8              M4         86358EXT8     CCC            BBB+
2005-8              M5         86358EXU5     CCC            BBB
2005-8              M6         86358EXV3     CCC            BB
2005-8              M7         86358EXW1     CC             B
2005-8              M8         86358EXX9     CC             CCC
2005-8              M9         86358EXY7     CC             CCC
2005-9              M4         86358EYJ9     CCC            A+
2005-9              M5         86358EYK6     CCC            BBB+
2005-9              M6         86358EYL4     CCC            BB
2005-9              M7         86358EYM2     CCC            BB
2005-9              M8         86358EYN0     CC             B
2005-9              B1         86358EYQ3     CC             CCC
2005-9              M9         86358EYP5     CC             CCC
2005-HE1            M4         86358EUY0     BB             A+
2005-HE1            M5         86358EUZ7     B-             A
2005-HE1            M6         86358EVA1     CCC            BBB
2005-HE1            M7         86358EVB9     CC             B
2005-HE1            M8         86358EVC7     CC             B
2005-HE1            B1         86358EVE3     CC             CCC
2005-HE1            M9         86358EVD5     CC             CCC
2006-2              M8         86358EF76     D              CC
2006-BNC2           B1         86358GAQ4     D              CC

              Ratings Placed on CreditWatch Negative

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        04542BPG1     AA/Watch Neg   AA
2005-WMC1           M-5        04542BPH9     AA-/Watch Neg  AA-

                   Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-5        59001FCV1     AA-/Watch Neg  AA-

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             A1         86358EYT7     AAA/Watch Neg  AAA
2005-10             A2         86358EYU4     AAA/Watch Neg  AAA
2005-10             A4         86358EYW0     AAA/Watch Neg  AAA
2005-10             A-5        86358EYX8     AAA/Watch Neg  AAA
2005-10             A6         86358EZJ8     AAA/Watch Neg  AAA
2005-10             M1         86358EYY6     AA+/Watch Neg  AA+
2005-10             M2         86358EYZ3     AA/Watch Neg   AA
2005-10             M3         86358EZA7     AA-/Watch Neg  AA-
2005-8              A3         86358EXN1     AAA/Watch Neg  AAA
2005-8              A4         86358EXP6     AAA/Watch Neg  AAA
2005-8              M1         86358EXQ4     AA+/Watch Neg  AA+
2005-8              M2         86358EXR2     AA/Watch Neg   AA
2005-8              M3         86358EXS0     AA-/Watch Neg  AA-
2005-9              A1         86358EYA8     AAA/Watch Neg  AAA
2005-9              A2         86358EYB6     AAA/Watch Neg  AAA
2005-9              A3         86358EYC4     AAA/Watch Neg  AAA
2005-9              A5         86358EYE0     AAA/Watch Neg  AAA
2005-9              A6         86358EYS9     AAA/Watch Neg  AAA
2005-9              M1         86358EYF7     AA+/Watch Neg  AA+
2005-9              M2         86358EYG5     AA/Watch Neg   AA
2005-9              M3         86358EYH3     AA-/Watch Neg  AA-
2005-HE1            M3         86358EUX2     AA-/Watch Neg  AA-

       Ratings Lowered and Removed From CreditWatch Negative

                            ABFC Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            B-1            CCC         BB+/Watch Neg
    2005-HE1            B-2            CC          BB/Watch Neg

     Asset Backed Securities Corporation Home Equity Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            M9             B           BBB-/Watch Neg
    2005-HE1            M10            CCC         BB+/Watch Neg
    2005-HE2            M7             CCC         BBB-/Watch Neg
    2005-HE2            M8             CCC         BB+/Watch Neg
    2005-HE3            M9             CCC         BBB-/Watch Neg
    2005-HE3            M10            CCC         BB+/Watch Neg
    2005-HE4            M11            CCC         BB/Watch Neg
    2005-HE4            M12            CC          BB/Watch Neg
    2005-HE5            M9             CCC         BBB/Watch Neg
    2005-HE5            M10            CCC         BBB-/Watch Neg
    2005-HE5            M11            CC          BB/Watch Neg
    2005-HE6            M8             CCC         BBB/Watch Neg

                   Meritage Mortgage Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-2              M-7            CCC         A/Watch Neg
    2005-2              M-8            CCC         BBB+/Watch Neg
    2005-2              M-9            CCC         BB/Watch Neg
    2005-2              M-10           CC          B/Watch Neg

               Structured Asset Investment Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-10             M7             CC          BB/Watch Neg
    2005-10             M8             CC          B/Watch Neg

                        Ratings Affirmed

                            ABFC Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M-1        04542BKS0     AA+
          2005-HE1            M-2        04542BKT8     AA
          2005-HE1            M-3        04542BKU5     AA-
          2005-HE1            M-4        04542BKV3     A+
          2005-HE1            M-5        04542BKW1     A
          2005-HE1            M-6        04542BKX9     A-
          2005-WMC1           A-1        04542BNX6     AAA
          2005-WMC1           A-2C       04542BPA4     AAA
          2005-WMC1           A-2D       04542BPB2     AAA
          2005-WMC1           A-2MZ      04542BPC0     AAA
          2005-WMC1           M-1        04542BPD8     AA+
          2005-WMC1           M-2        04542BPE6     AA+
          2005-WMC1           M-3        04542BPF3     AA

     Asset Backed Securities Corporation Home Equity Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M1         04541GPH9     AA+
          2005-HE1            M2         04541GPJ5     AA
          2005-HE1            M3         04541GPK2     AA-
          2005-HE1            M4         04541GPL0     A+
          2005-HE1            M5         04541GPM8     A
          2005-HE1            M6         04541GPN6     A-
          2005-HE1            M7         04541GPP1     BBB+
          2005-HE1            M8         04541GPQ9     BBB
          2005-HE1            M11        04541GPT3     CCC
          2005-HE2            M1         04541GQB1     AA
          2005-HE2            M2         04541GQC9     AA-
          2005-HE2            M3         04541GQD7     A
          2005-HE2            M4         04541GQE5     A-
          2005-HE3            A1         04541GQN5     AAA
          2005-HE3            A2B        04541GQQ8     AAA
          2005-HE3            A5         04541GQT2     AAA
          2005-HE3            M1         04541GQU9     AA+
          2005-HE3            M2         04541GQV7     AA
          2005-HE3            M3         04541GQW5     AA-
          2005-HE3            M4         04541GQX3     A+
          2005-HE3            M5         04541GQY1     A
          2005-HE3            M6         04541GQZ8     A-
          2005-HE3            M7         04541GRA2     BBB+
          2005-HE4            A1         04541GRJ3     AAA
          2005-HE4            A2         04541GRU8     AAA
          2005-HE4            A2B        04541GRW4     AAA
          2005-HE4            M1         04541GRK0     AA+
          2005-HE4            M2         04541GRL8     AA
          2005-HE4            M3         04541GRM6     AA-
          2005-HE4            M4         04541GRN4     A+
          2005-HE4            M5         04541GRP9     A
          2005-HE4            M6         04541GRQ7     A-
          2005-HE4            M7         04541GRR5     BBB+
          2005-HE4            M8         04541GRS3     BBB
          2005-HE5            A1         04541GSD5     AAA
          2005-HE5            A1A        04541GSE3     AAA
          2005-HE5            A2         04541GSF0     AAA
          2005-HE5            A2A        04541GSG8     AAA
          2005-HE5            M1         04541GSH6     AA+
          2005-HE5            M2         04541GSJ2     AA
          2005-HE5            M3         04541GSK9     AA
          2005-HE5            M4         04541GSL7     AA-
          2005-HE5            M5         04541GSM5     A+
          2005-HE5            M6         04541GSN3     A
          2005-HE6            A1         04541GTD4     AAA
          2005-HE6            A1A        04541GTE2     AAA
          2005-HE6            A2B        04541GTG7     AAA
          2005-HE6            A2C        04541GTH5     AAA
          2005-HE6            A2D        04541GTJ1     AAA
          2005-HE6            M1         04541GTK8     AA+
          2005-HE6            M2         04541GTL6     AA
          2005-HE6            M3         04541GTM4     AA-
          2005-HE6            M4         04541GTN2     A+

                   Meritage Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-2              I-A1       59001FCL3     AAA
          2005-2              II-A2      59001FCN9     AAA
          2005-2              II-A3      59001FCP4     AAA
          2005-2              M-1        59001FCR0     AA+
          2005-2              M-2        59001FCS8     AA+
          2005-2              M-3        59001FCT6     AA
          2005-2              M-4        59001FCU3     AA

               Structured Asset Investment Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            A2         86358EUN4     AAA
          2005-HE1            A5         86358EUR5     AAA
          2005-HE1            A6         86358EUS3     AAA
          2005-HE1            A7         86358EUT1     AAA
          2005-HE1            A8         86358EUU8     AAA
          2005-HE1            M1         86358EUV6     AA+
          2005-HE1            M2         86358EUW4     AA


ACA CAPITAL: Counterparties Extend Forbearance Deal Until May 30
----------------------------------------------------------------
ACA Capital Holdings Inc. entered into a fourth forbearance
agreement with its structured credit and other similarly situated
counterparties.  This agreement will remain effective through
11:59 p.m., New York City local time, on May 30, 2008, subject to
extension upon certain circumstances.

Under the agreement, the counterparties will continue to waive all
collateral posting requirements, termination rights and policy
claims relating to the rating of ACA Financial Guaranty
Corporation, ACA Capital's financial guaranty insurance
subsidiary, under their respective transaction documents including
any credit support annexes and similar agreements.  

The company is pleased to have reached an additional agreement
with its counterparties and continues to work closely with them to
develop a permanent solution to stabilize its capital position.

The Troubled Company Reporter reported on Feb. 21, 2008 that
ACA Capital Holdings Inc. entered into a third forbearance
agreement that has an expiry date of April 23, 2008.  

                        About ACA Capital

ACA Capital Holdings Inc. (NYSE: ACA) (OTC BB: ACAH.PK) --
http://www.aca.com/-- is a holding company that provides
financial guaranty insurance products to participants in the
global credit derivatives markets, structured finance capital
markets and municipal finance capital markets.  It also provides
asset management services to specific segments of the structured
finance capital markets.  The company participates in its target
markets both as a provider of credit protection through the sale
of financial guaranty insurance products, for risk-based revenues,
and as an asset manager, for fee-based revenues.  ACA Capital has
offices in New York, London, and Singapore.

ACA Capital, through ACA Financial Guaranty Corporation, provides
credit protection products.  ACA Financial insures the principal
and interest of bonds issued in the public finance market and
targets the low investment grade ("BBB-") to high non-investment
grade ("BB") portion of the public finance market.  Typically,
ACA Financial is paid one payment for insurance, up-front, based
on the total amount of principal and interest insured.  The
payments received are held in reserve and earn out over the life
of the related financial guaranty, nominally 30 years.  At
Sept. 30, 2007, ACA Financial had $7.0 billion of gross par
exposure in its public finance business.


ACAS CRE: 12 Classes Obtain Fitch's Rating Downgrades to Low-B
--------------------------------------------------------------
Fitch Ratings downgraded 17 classes of ACAS CRE CDO 2007-1 Ltd. or
LLC, (ACAS CRE CDO 2007-1):

  -- $181.5 million class A to 'AA' from 'AAA';
  -- $86.3 million class B to 'A' from 'AA+';
  -- $41.0 million class C-FL to 'BBB' from 'AA';
  -- $11.9 million class C-FX to 'BBB' from 'AA';
  -- $25.3 million class D to 'BBB' from 'AA-';
  -- $23.8 million class E-FL to 'BB' from 'A+';
  -- $23.8 million class E-FX to 'BB' from 'A+';
  -- $32.0 million class F-FL to 'BB' from 'A';
  -- $32.0 million class F-FX to 'BB' from 'A';
  -- $22.2 million class G-FL to 'BB' from 'A-';
  -- $26.6 million class G-FX to 'BB' from 'A-';
  -- $64.6 million class H to 'B' from 'BBB+';
  -- $41.1 million class J to 'B' from 'BBB';
  -- $42.3 million class K to 'B' from 'BBB-';
  -- $62.2 million class L to 'B-' from 'BB+';
  -- $35.2 million class M to 'B-' from 'BB'; and
  -- $5.9 million class N to 'B-' from 'BB-'.

Additionally, Fitch removed all downgraded classes from Rating
Watch Negative, where they were originally placed on Jan. 16,
2008.  The $417.1 million preferred shares are not rated by Fitch.

ACAS CRE CDO 2007-1 is a commercial real estate collateralized
debt obligation that is backed by commercial mortgage-backed
securities B-pieces and that closed on July 24, 2007.  CMBS B-
piece resecuritizations (also referred to as first loss CRE CDOs
ReREMICs) are CRE CDOs and ReREMIC transactions that include the
most junior bonds of CMBS transactions.  American Capital CRE
Management, LLC selected the initial collateral and serves as the
collateral administrator.

The collateral for this CDO consists of high-yielding junior bonds
of CMBS transactions.  The underlying assets of the CMBS bonds, by
their nature, face similar exposures to losses from any downturn
in the commercial real estate market as well as refinancing risks
at the assets' maturity dates.  As a mitigant, however, the
underlying CMBS transactions do have significant geographic,
property type and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss and junior rated bonds within the capital
structure of CMBS transactions have increased with expectations of
a rise in commercial real estate defaults from current low levels.   
Even a relatively modest increase in CRE losses could be material
for these portfolios.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

ACAS CRE CDO 2007-1 is collateralized by all or a portion of 121
classes of fixed-rate CMBS in 22 separate underlying transactions.   
All performance and collateral information is based on the March
2008 trustee report and discussions with the collateral
administrator.  The pool's obligor diversity is considered average
for CMBS B-piece resecuritizations, and the vintage distribution
of the CMBS collateral ranges from 2005 to 2007 (an average of 1.5
years of seasoning).  Approximately 43.0% of the collateral
currently is rated below 'B-' or not rated, and, therefore, is
more susceptible to losses in the near term.  Overall, a
significant portion of the collateral is below investment grade
with only 0.85% investment grade.  ACAS CRE CDO 2007-1 holds 33.5%
in the 'BB' category and 22.6% in the 'B' category.

The collateral has no realized losses to date.  According to the
current trustee report, $62.7 million of the loans in the
underlying CMBS transactions, which total $68.6 billion, are
currently 60 days or more delinquent.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings of the class A, B, C-FL, C-FX, and D notes
address the likelihood that investors will receive timely payments
of interest, per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class E-FL, E-FX, F-FL, F-FX, G-FL, G-FX, H, J, K,
L, M, and N notes address the likelihood that investors will
receive ultimate interest payments and the aggregate outstanding
amount of principal by the stated maturity as per the deal's
governing documents.


ACE SECURITIES: Fitch Takes Various Rating Actions on Certificates
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Ace Securities
Corp. transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.   
Affirmations total $629.9 million and downgrades total
$131.9 million.  Additionally, $2.6 million was placed on Rating
Watch Negative.

Ace 2003-FM1

  -- $17.6 million class M-1 affirmed at 'AA+';
  -- $2.8 million class M-2 affirmed at 'A';
  -- $500,000 million class M-3 affirmed at 'A-';
  -- $800,000 million class M-4 affirmed at 'BBB+';
  -- $600,000 million class M-5 affirmed at 'BBB';
  -- $300,000 million class M-6 downgraded to 'BB' from 'BBB-'.

Deal Summary

  -- Originators: 100% Freemont
  -- 60+ day Delinquency: 24.38%
  -- Realized Losses to date (% of Original Balance): 1.54%

Ace 2003-HE1

  -- $32.4 million class M-1 affirmed at 'AA';
  -- $14.5 million class M-2 downgraded to 'BBB' from 'A';
  -- $2.1 million class M-3 downgraded to 'BB+' from 'A-';
  -- $1.5 million class M-4 downgraded to 'BB' from 'BBB+';
  -- $1.3 million class M-5 downgraded to 'B' from 'BBB';
  -- $2.1 million class M-6 downgraded to 'C/DR5' from 'BB+'.

Deal Summary

  -- Originators: 40% Encore, 25% People's Choice, 15% Accredited
  -- 60+ day Delinquency: 25.66%
  -- Realized Losses to date (% of Original Balance): 1.87%

Ace 2003-HS1

  -- $5.2 million class M-1 affirmed at 'AAA';
  -- $20.4 million class M-2 affirmed at 'AA';
  -- $4.1 million class M-3 affirmed at 'AA-';
  -- $4.1 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $2 million class M-5 downgraded to 'BB+' from 'BBB';
  -- $4.1 million class M-6 downgraded to 'C/DR4' from 'B'.

Deal Summary

  -- Originators: 100% HomeStar Mortgage
  -- 60+ day Delinquency: 26.52%
  -- Realized Losses to date (% of Original Balance): 2.69%

Ace 2003-NC1

  -- $8.7 million class A-1 affirmed at 'AAA';
  -- $600,000 class A-2A affirmed at 'AAA';
  -- $300,000 class A-2C affirmed at 'AAA';
  -- $42.6 million class M-1 affirmed at 'AA+';
  -- $31.1 million class M-2 downgraded to 'BBB+' from 'A+';
  -- $2.1 million class M-3 downgraded to 'BB+' from 'BBB+';
  -- $2.7 million class M-4 downgraded to 'B+' from 'BB';
  -- $2.9 million class M-5 downgraded to 'C/DR5' from 'CC/DR3';
  -- $900,000 class M-6 revised to 'C/DR6' from 'C/DR5'.

Deal Summary

  -- Originators: 100% New Century
  -- 60+ day Delinquency: 25.39%
  -- Realized Losses to date (% of Original Balance): 1.18%

Ace 2003-OP1

  -- $1.7 million class A-1 affirmed at 'AAA';

  -- $3.3 million class A-2 affirmed at 'AAA';

  -- $200,000 class A-3 affirmed at 'AAA';

  -- $63.9 million class M-1 affirmed at 'AA+';

  -- $45.1 million class M-2 affirmed at 'A+';

  -- $4 million class M-3 affirmed at 'A-';

  -- $3.3 million class M-4 affirmed at 'BBB+';

  -- $3.4 million class M-5 affirmed at 'BBB';

  -- $3.2 million class M-6 affirmed at 'BBB-';

  -- $2.6 million class B, rated 'B', placed on Rating Watch
     Negative.

Deal Summary

  -- Originators: 100% Option One
  -- 60+ day Delinquency: 15.12%
  -- Realized Losses to date (% of Original Balance): 1.12%

Ace 2003-TC1

  -- $10.8 million class M-1 affirmed at 'AA';
  -- $9.6 million class M-2 affirmed at 'A ';
  -- $3 million class M-3 affirmed at 'A-';
  -- $2.2 million class M-4 downgraded to 'BB' from 'BBB'.

Deal Summary

  -- Originators: Town and Country & Ameriquest
  -- 60+ day Delinquency: 30.46%
  -- Realized Losses to date (% of Original Balance): 0.36%

Ace 2004-HE1

  -- $11.3 million class M-1 affirmed at 'AA';
  -- $20.5 million class M-2 affirmed at 'A';
  -- $5.3 million class M-3 affirmed at 'A-';
  -- $5.3 million class M-4 affirmed at 'B';
  -- $5.3 million class M-5 downgraded to 'C/DR5' from 'CCC/DR1';
  -- $2.7 million class M-6 revised to 'C/DR6' from C/DR5'.

Deal Summary
  -- Originators: 40% People's Choice, 25% Ameriquest
  -- 60+ day Delinquency: 30.48%
  -- Realized Losses to date (% of Original Balance): 5.43%

Ace 2004-HS1

  -- $1.9 million class A-2 affirmed at 'AAA';
  -- $18.7 million class A-3 affirmed at 'AAA';
  -- $25.8 million class M-1 affirmed at 'AA';
  -- $15.4 million class M-2 downgraded to 'BBB' from 'A';
  -- $2.3 million class M-3 downgraded to 'BB+' from 'BBB+';
  -- $2 million class M-4 affirmed at 'B';
  -- $2 million class M-5 downgraded to 'C/DR5' from 'CC/DR3'.

Deal Summary

  -- Originators: 100% Homestar
  -- 60+ day Delinquency: 33.48%
  -- Realized Losses to date (% of Original Balance): 1.87%

Ace 2004-IN1

  -- $10.4 million class A-1 affirmed at 'AAA';
  -- $18.7 million class M-1 affirmed at 'AA+';
  -- $13.8 million class M-2 affirmed at 'A+';
  -- $4.1 million class M-3 affirmed at 'A';
  -- $4.1 million class M-4 downgraded to 'BBB' from 'A';
  -- $1.4 million class M-5 downgraded to 'BBB' from 'A-';
  -- $900,000 class M-6 downgraded to 'BB+' from 'BBB+';
  -- $2.1 million class B downgraded to 'B+' from 'BB+'.

Deal Summary

  -- Originators: 100% IndyMac
  -- 60+ day Delinquency: 22.60%
  -- Realized Losses to date (% of Original Balance): 0.96%

Ace 2004-OP1

  -- $100.3 million class M-1 affirmed at 'AA';
  -- $70.3 million class M-2 affirmed at 'A+';
  -- $6.1 million class M-3 affirmed at 'A';
  -- $5.4 million class M-4 downgraded to 'BBB+' from 'A-';
  -- $6.3 million class M-5 downgraded to 'BB' from 'BBB';
  -- $6.4 million class M-6 downgraded to 'B-/DR5' from 'BB';
  -- $7.8 million class B revised to 'C/DR5' from 'C/DR4'.

Deal Summary

  -- Originators: 100% Option One
  -- 60+ day Delinquency: 20.14%
  -- Realized Losses to date (% of Original Balance): 1.35%

Ace 2004-RM1

  -- $20.4 million class M-1 affirmed at 'AA+';
  -- $4.2 million class M-2 affirmed at 'AA-';
  -- $700,000 class M-3 affirmed at 'A+';
  -- $700,000 class M-4 affirmed at 'A';
  -- $600,000 class M-5 affirmed at 'A-';
  -- $600,000 class M-6 affirmed at 'BBB+';
  -- $800,000 class B-1 downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: RESMAE
  -- 60+ day Delinquency: 24.12%
  -- Realized Losses to date (% of Original Balance): 0.44%


ACTIGA CORP: Grobstein Horwath Raises Substantial Doubt
-------------------------------------------------------
Grobstein, Horwath & Company LLP in Sherman Oaks, Calif., raised
substantial doubt on Actiga Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's history of operating losses, negative working
capital, and total capital deficiency.

                          Qmotions Merger

Actiga acquired on Jan. 14, 2008, all of the outstanding stock of
Qmotions, Inc.  At the time of the transaction, Actiga was a
public shell company with nominal assets, and Qmotions was an
operating company.

As a result of the transaction, shareholders of Qmotions obtained
majority ownership and control of Actiga.  For accounting
purposes, the transaction will be treated as a reverse
acquisition, with Qmotions recognized as the accounting acquiror
and Actiga, the legal acquiror, as the acquired company.

The historical financial statements included are those of
Qmotions.  

In anticipation of the merger with Actiga, Qmotions changed its
name to Actiga Corporation as of Dec. 31, 2007.

Actiga agreed to:

   -- issue 25,230,000 shares of Actiga's common stock and
      3,770,000 common share purchase options to Qmotions'
      stockholders;

   -- enter into a definitive Share Exchange Agreement; and

   -- complete a financing of 2,000,000 units at a price of
      $1.25 per unit and issue two-year warrants exercisable at
      $1.50 per warrant.

                            Financials

For the year ended Dec. 31, 2007, the company reported a
$2,021,291 net loss on $1,311,085 of sales as compared with a
$1,573,545 net loss on $150,065 of sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,041,752 in
total assets and $4,906,558 in total liabilities, resulting in a
$3,864,806 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $1,017,273 in total current assets available to pay
$4,906,558 in total current liabilities.

The company had an accumulated deficit of $6,853,306 at Dec. 31.
2007.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ab3

                           About Actiga

Based in Riverside, Calif., Actiga Corp. (OTCBB: AGAC) --
http://www.qmotions.com/-- terminated its dog day care services  
after it merged with QMotions Inc. on Jan. 14, 2008.  The company
currently develops, manufactures, distributes, markets and sells
motion-based controllers for video games and online video games.


ACTIVANT SOLUTIONS: Earns $593,000 in First Quarter Ended Dec. 31
-----------------------------------------------------------------
Activant Solutions Inc. reported net income of $593,000 for the
first quarter ended Dec. 31, 2007, compared with net income of
$2.0 million for the same period in 2006.

Revenues were $108.9 million for the three months ended Dec. 31,
2007, as compared to $98.2 million for the three months ended
Dec. 31, 2006.  The increase in revenues over the comparable year
ago period primarily reflects increased sales in the company's
systems and services revenues in Wholesale Distribution as a
result of its asset purchase of Eclipse in August 2007, partially
offset by declines in revenues in Hardlines and Lumber and
Automotive.

Total operating expenses increased by $5.1 million, or 12.6%, to
$45.7 million for the three months ended Dec. 31, 2007, compared
to the three months ended Dec. 31, 2006.  The increase was
primarily a result of $1.5 million higher depreciation and
amortization and $3.4 million of operating expenses related to the
acquisition of Silk Systems and Eclipse.

Interest expense for the three months ended Dec. 31, 2007, was
$13.7 million compared to $12.1 million for the three months ended
Dec. 31, 2006, an increase of $1.6 million, or 12.9%.  The
increase is primarily a result of additional borrowings of
$95.0 million to fund the asset purchase of Eclipse in August
2007.

The company recognized an income tax expense of approximately
$512,000, or 46.3% of pre-tax income for the three months ended
Dec. 31, 2007, compared to an income tax expense of $1.3 million
or 38.6% of pre-tax income in the comparable period in 2006.

                 Liquidity and Capital Resources

For the three months ended Dec. 31, 2007, net cash provided by
operating activities was $4.8 million, which included depreciation
and amortization expenses of $9.2 million and non-cash share-based
payment expense of $882,000.

The company's cash balance at Dec. 31, 2007, was $33.5 million.  
As of Dec. 31, 2007, the company had $632.7 million in outstanding
indebtedness comprised primarily of $437.7 million of a senior
secured term loan pursuant to the company's senior secured credit
agreement, $175.0 million senior subordinated notes due 2016, and
$20.0 million aggregate principal amount from the company's
revolving credit facility.  The revolving credit facility provides
for maximum borrowings of up to $40.0 million, including letters
of credit up to a maximum of $5.0 million.

The company believes that cash flows from operations, together
with amounts available under the senior secured credit agreement,
will be sufficient to fund the company's working capital, capital
expenditures and debt service requirements for at least the next
twelve months.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.049 billion in total assets, $794 million in total liabilities
and $255 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2b32

                     About Activant Solutions

Headquartered in Livermore, California, Activant Solutions Inc. --
http://www.activant.com/-- is a technology provider of business  
management solutions serving small and medium-sized businesses in
three primary vertical markets: hardware and lumber, wholesale
distribution and the automotive parts aftermarket.  Activant
provides customers with industry specific software, professional
services, content, supply chain connectivity, and analytics.
Activant has operations in Texas, California, Colorado, Illinois,
Pennsylvania, South Carolina, Utah, Canada, Ireland and the United
Kingdom.

                          *     *     *

To date, Activant Solutions Inc. still carries Moody's Investors
Service's Caa1 Senior Subordinate rating assigned on April 12,
2006.


AEGIS MORTGAGE: Fitch Cuts Ratings on Notes Totaling $235.9MM
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the eight Aegis
Mortgage Corporation transactions.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $555.8 million and downgrades total
$235.9 million.

Aegis 2003-1

  -- $13.5 million class M1 affirmed at 'BBB-';
  -- $1.8 million class M2 affirmed at 'B-/DR1';
  -- $800,000 class B1 revised to 'C/DR6' from C/DR5'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 31.04%
  -- Realized Losses to date (% of Original Balance): 3.32%

Aegis 2003-2

  -- $4 million class M1 affirmed at 'AA+';
  -- $20.3 million class M2 downgraded to 'BB+' from 'A-';
  -- $6.9 million class B downgraded to 'C/DR4' from 'CCC/DR2'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 29.67%
  -- Realized Losses to date (% of Original Balance): 4.33%

Aegis 2003-3

  -- $4 million class M1 affirmed at 'AA';
  -- $22.7 million class M2 downgraded to 'BBB+' from 'A';
  -- $7.3 million class M3 downgraded to 'B' from 'BBB';
  -- $4 million class B downgraded to 'C/DR5' from 'B'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 23.73%
  -- Realized Losses to date (% of Original Balance): 4.19%

Aegis 2004-1

  -- $24.7 million class M1 affirmed at 'AA';
  -- $28.8 million class M2 downgraded to 'BBB-' from 'A';
  -- $4.2 million class M3 downgraded to 'B' from 'A-';
  -- $3.5 million class B1 downgraded to 'B-/DR2' from 'BB';
  -- $2.8 million class B2 downgraded to 'CC/DR4' from 'B';
  -- $1.9 million class B3 revised to 'C/DR6' from C/DR5'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 21.87%
  -- Realized Losses to date (% of Original Balance): 3.65%

Aegis 2004-2

  -- $3.4 million class A1 affirmed at 'AAA';
  -- $5.3 million class A3 affirmed at 'AAA';
  -- $3.9 million class A5 affirmed at 'AAA';
  -- $52 million class M1 affirmed at 'AA';
  -- $44 million class M2 downgraded to 'BBB+' from 'A';
  -- $13.8 million class M3 downgraded to 'BB' from 'A-';
  -- $5.3 million class B1 downgraded to 'B' from 'BBB-';
  -- $7.1 million class B2 downgraded to 'CCC/DR2' from 'BB-';
  -- $5.6 million class B3 revised to 'C/DR5' from C/DR4'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 29.66%
  -- Realized Losses to date (% of Original Balance): 3.05%

Aegis 2004-3

  -- $22.8 million class A1 affirmed at 'AAA';
  -- $22.8 million class A2-B affirmed at 'AAA';
  -- $51.4 million class M1 affirmed at 'AA';
  -- $43.9 million class M2 affirmed at 'A';
  -- $7.1 million class M3 downgraded to 'BB' from 'BBB';
  -- $5.2 million class B1 downgraded to 'B' from 'BB';
  -- $5.1 million class B2 downgraded to 'CCC/DR2' from 'B';
  -- $3.9 million class B3 downgraded to 'C/DR5' from 'B-'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 19.93%
  -- Realized Losses to date (% of Original Balance): 3.88%

Aegis 2004-4

  -- $53.5 million class A1 affirmed at 'AAA';
  -- $33.3 million class A2B affirmed at 'AAA';
  -- $50.3 million class M1 affirmed at 'AA';
  -- $39.5 million class M2 affirmed at 'A';
  -- $5.6 million class M3 affirmed at 'A-';
  -- $4.2 million class B1 affirmed at 'BBB+';
  -- $4.6 million class B2 affirmed at 'BBB';
  -- $4.9 million class B3 downgraded to 'BB' from 'BBB-'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 15.41%
  -- Realized Losses to date (% of Original Balance): 2.89%

Aegis 2004-5

  -- $1.4 million class IA3 affirmed at 'AAA';
  -- $10.5 million class IIA affirmed at 'AAA';
  -- $54 million class M1 affirmed at 'AA';
  -- $44.6 million class M2 affirmed at 'A-';
  -- $11.9 million class M3 downgraded to 'BB' from 'BBB';
  -- $11.1 million class B1 downgraded to 'B' from 'BB+';
  -- $8.9 million class B2 downgraded to 'B' from 'BB';
  -- $7.1 million class B3 downgraded to 'CCC/DR1' from 'B'.

Deal Summary

  -- Originators: Aegis Mortgage Corporation
  -- 60+ day Delinquency: 39.21%
  -- Realized Losses to date (% of Original Balance): 3.58%


AMERICAN HOME: Committee Seeks to Retain Special Conflicts Counsel
------------------------------------------------------------------
Pursuant to Sections 328 and 1103 of the Bankruptcy Code and Rule
2014 of the Federal Rules of Bankruptcy Procedure, the Official
Committee of Unsecured Creditors in the bankruptcy case of
American Home Mortgage Investment Corp. and its debtor-affiliates
seeks the authority of the U.S. Bankruptcy Court for the District
of Delaware to retain the Law Offices of Joseph J. Bodnar, as
special conflicts Delaware counsel, nunc pro tunc to the Debtors'
bankruptcy filing.

When it became apparent that a consensual resolution with Bank of
America, N.A., administrative agent for certain prepetition
secured lenders, was not forthcoming in advance of the deadline
for the Creditors Committee to conclude the investigation of the
extent, validity and priority of BofA's asserted security
interests in the Debtors' assets, the Creditors Committee decided
to retain Hennigan, Bennett & Dorman LLP and Bodnar, as its
special conflicts counsel to avoid any issues with respect to
conflicts of interest arising from the fact that BofA and certain
of its affiliates are a client of the its bankruptcy counsel,
James J. McGinley, co-chairman of the Creditors Committee, says.

As special conflicts local counsel, Bodnar will represent the
Creditors Committee to provide, among other things, ordinary and
necessary legal services as may be required in connection with:

   -- any matter, in which the Creditors Committee may be adverse
      to BofA, including any matter relating to the Debtors' use
      of BofA's cash collateral and the BofA Investigation;

   -- any matter, in which the Creditors Committee may be adverse
      to JPMorgan Chase Bank, on of the Debtors' prepetition
      secured lenders;

   -- representing the Creditors Committee in other bankruptcy
      and commercial litigation; and

   -- providing other advice and representation as may be
      necessary or appropriate.

Mr. McGinley discloses that Bodnar will not be responsible for
the provision of substantive legal advice outside of the
insolvency and business litigation areas, including advice in
areas as patent, labor, criminal or real estate law.  In
addition, Bodnar will not devote attention to, form professional
opinions as to, or advise the Creditors Committee with respect to
its disclosure obligations under federal securities or other non-
bankruptcy laws.

Bodnar will be paid in its current billing rates, which vary from
$200 to $300 per hour for attorney services, and from $100 to
$150 for paralegal services.  Bodnar will also be reimbursed of
all reasonable costs and expenses incurred, including charges for
messenger services, air couriers and outgoing facsimile service.

Bodnar will not represent any party-in-interest with respect to
matters related to the Debtors' Chapter 11 cases, except
Greenwich Capital Financial Products, Inc., Greenwich Capital
Markets, Inc., and The Royal Bank of Scotland PLC, during the
course of the engagement, Mr. McGinley says.  He adds that Bodnar
will file supplementary disclosures if it will serve as counsel
to other parties-in-interest in matters unrelated to the
bankruptcy cases.

Joseph J. Bodnar, Esq., assures the Court that his firm
represents no interest adverse to the Creditors Committee in the
matters for which the firm is proposed to be retained.

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


AMERICAN HOME: Parties Respond to Motion Concerning 392 Claims
--------------------------------------------------------------
Several parties responded to a motion by American Home Mortgage
Investment Corp. and its debtor-affiliates to disallow and expunge
392 claims in their entirety pursuant to Section 502(b) of the
Bankruptcy Code, Rules 3003 and 3007 of the Federal Rules of
Bankruptcy Procedure, and Rule 3007-1 of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware.

As reported by the Troubled Company Reporter on April 17, the
Debtors identified 50 claims that are duplicative of the
previously-filed proofs of claim.  The Debtors say claimants
appear to have filed the same claims with both Epiq Bankruptcy
Solutions, LLC, and either the Debtors or the Bankruptcy Clerk.  

                            Responses

A. Kathleen Heck

Kathleen Heck asks U.S. Bankruptcy Court for the District of
Delaware to order that Claim No. 239 will not be expunged but will
be replaced by Claim No. 7449.

The Debtors previously asked the Court to disallow the amended
Claim No. 239, which Ms. Heck asserted for $233,500, because the
claim no longer represents valid claim against the bankruptcy
estates.  The Debtors declared Claim No. 7449 as the surviving
claim with unspecified claim amount.

B. McPherson, Inc.

McPherson, Inc., a creditor by way of an investment in capital
stock of American Home Mortgage Holdings, Inc., contends that the
Debtors are attempting to negate its valid claims, and other
similar claims, which are based upon the Debtors' violations of
the Securities Act of 1933, the Securities Exchange Act of 1934,
the Public Utilities Holding Act of 1935, the Trust Indenture Act
of 1939, the Investment Company Act of 1940, the Investment
Advisors Act of 1940, and other securities laws.

McPherson alleges the Debtors conspired to obtain substantial
equity through investment.  It adds the Debtors approached
creditors with plans of investment that failed to disclose known
risks, and conducted the approach when the Debtors' business was
so fraught with potential for failure that the likelihood for any
investment to increase in value or receive dividends was
practically nil.  Hence, McPherson asks the Court overrule the
Debtors' objection to its claim.

C. Rocco DeStefano

Rocco DeStefano informs the Court that he received the Debtors'
notice on April 1, 2008.  As a result, he has insufficient time
to prepare a proper defense and response.

D. Jane M. Lueneburg

Jane M. Lueneburg asks the Court to overrule the Debtors'
objection on her claim, filed in the amount of $57,776.  She
informs Judge Christopher Sontchi the funds is a portion of her
retirement income that she cannot afford to lose.

E. Dennis MacDonald

"The basis for the claim is Preferred Stock default by the debtor
as documented to the court prior to January 11, 2008," Dennis
MacDonald, holder of Claim No. 4817, says.  He adds that no other
claims have been made on the claim.

F. Richard Kreiss

Richard Kreiss, holder of Claim No. 3161, says that the Debtors
do not feel any obligation to their investors.  He discloses that
he kept investing while the Debtors' stock was going down.  He
relates that an executive from AHM stated in a television news
that everything was on track, when the stock was about $12.

"There is much more they could have done to inform the public.  I
don't expect to be made whole but I do expect something,"
Mr. Kreiss tells Judge Sontchi.

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


AMERICAN HOME: Court Disallows, Expunges 80 Claims
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware disallowed
and expunged in their entirety, all 80 claims against American
Home Mortgage Investment Corp. and its debtor-affiliates.

As reported by the Troubled Company Reporter on March 28, the
Debtors asked the Court to disallow and expunge 80 claims in their
entirety pursuant to Section 502(b) of the Bankruptcy Code, Rules
3003 and 3007 of the Federal Rules of Bankruptcy Procedure, and
Rule 3007-1 of the Local Rules of Bankruptcy Practice and
Procedure of the Court

The Debtors identified 42 claims that are duplicative of the
previously-filed proofs of claim.  The Debtors said it believed
that the filing of Duplicate Claims appears to be a function of
claimants filing the same claims with both Epiq Bankruptcy
Solutions, LLC, and either the Debtors or the Clerk of the U.S.
Bankruptcy Court for the District of Delaware.  Among the largest
Duplicate Claims are:

                         Duplicate   Surviving       Surviving
    Claimant             Claim No.   Claim No.    Claim Amount
    --------             ---------   ---------    ------------
    MBIA Insurance          8270        8271      $221,112,000
    Corporation

    MBIA Insurance          8272        8271       221,112,000
    Corporation

    Barbosa, Miguel A.      8856        8964           255,000

    Gravely-Robinson,       1856        4031           150,000
    Karen

    Indiana Department      1254        3346           127,437
    of Revenue

    Los Angeles County      8783        8832           107,421
    Treasurer & Tax
    Collector

The Debtors also identified 38 claims that have been amended and
superseded by subsequently-filed proofs of claim.  The Amended
Claims, thus, no longer represent valid claims against the
estates, and should be disallowed, the Debtors said.  Among the
largest Amended Claims are:

                          Amended    Surviving       Surviving
    Claimant             Claim No.   Claim No.    Claim Amount
    --------             ---------   ---------    ------------
    Impac Funding           3987        7814       $63,000,000
    Corporation

    Richard Russell,        1737        9848        29,001,161
    Department of the
    Treasury

    Shearer, Lyle E.         140        7215           230,025

    Radin, John C.           145        1601            82,200

    Kentwood Office          157         588            58,917
    Furniture LLC

    State of Washington     1849        2876            56,804
    Dept. of Revenue

                            Responses

A. United States of America

Jennifer L. Best, Esq., trial attorney of the Tax Division of the
U.S. Department of Justice, in Washington, District of Columbia,
informs the Court that Claim Nos. 1369 and 1737, which were
asserted by the United States of America, were amended by Claim
Nos. 9848 on January 29, 2008.  She says that Claim No. 9848 has
been amended again by Claim No. 10119, which asserts a priority
claim for $879,550, and an unsecured claim for $22,011.

B. MBIA

MBIA Insurance Corporation tells the Court that its Claim Nos.
8270, 8271 and 8272 are not duplicative, as asserted by the
Debtors.  MBIA says that although the proofs of claim are similar
in form, they were filed and asserted against three separate
Debtors -- American Home Mortgage Acceptance, Inc., American Home
Mortgage Servicing, Inc., and American Home Mortgage Investment
Corp.  Hence, MBIA asks the Court to overrule the Debtors'
objection to the Claims.

MBIA also says that the proposed order relating to the objection
is overly broad because it provides for the disallowance of all
disputed claims.  However, MBIA notes, neither the definition of
"Disputed Claims" nor the proposed order excludes surviving
claims.  Accordingly, MBIA wants the Debtors to specify that each  
of its Claims is a surviving claim.

                           *     *     *    

The Court disallowed and expunged all 80 claims in their entirety.

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


AMERICAN HOME: Court Approves Final Stipulation on Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the entry of a final stipulation by the Official Committee of
Unsecured Creditors in the bankruptcy case of American Home
Mortgage Investment Corp., its debtor-affiliates and Bank of
America, N.A., administrative agent for prepetition secured
parties, for the resolution of all remaining issues regarding cash
collateral.

The resolution covers the cash collateral pledged by the Debtors
to BofA, as agent for a group of secured lenders who are owed
more than $1,000,000,000 as of the Petition Date.  The
Prepetition Secured Parties assert first priority security
interests and liens in all of the assets of the Debtors'
servicing business and any related proceeds.  These parties also
assert interests and liens on, among others, certain mortgage
loans, warehouse-related mortgage-backed securities, and broker-
dealer accounts.  The collateral includes the 3,400 mortgage
loans which have outstanding amounts aggregating $584,000,000,
which BofA has proposed to sell on its own.

Pursuant to the Final Stipulation, the Creditors Committee has
agreed to waive any potential claims and the rights to challenge
the liens and security interests of BofA in connection with the
subject collateral.

The Prepetition Secured Parties will waive claims and liens on
certain REO Properties identified by the stipulating parties.

The Creditors Committee and BofA have agreed to the payment of
cash receipts from the Collateral to satisfy the claims of BofA
and the Prepetition Secured Lenders:

    -- Cash Receipts will be paid to the Prepetition Secured
       Parties and applied to reduce by 94% the level of      
       indebtedness, benchmarked at $1,082,867,195; 90% of the
       next $12,031,858 of Cash Receipts will be paid to BofA, as
       administrative agent, and the remaining 10% will be paid
       to the Debtors' estates.

    -- After Cash Receipts have, from and after the Petition
       Date, been indefeasibly paid to the Prepetition Secured
       Parties and irrevocably applied to the permanent reduction
       of the Indebtedness in the amount of the 95% Benchmark
       Prepetition Claim, 75% of the next $36,095,573 of Cash
       Receipts will be paid to BofA and the remaining 25% will
       be paid to the Debtors' estates.

    -- After Cash Receipts have, from and after the Petition
       Date, been indefeasibly paid to the Prepetition Secured
       Parties and irrevocably applied to the permanent reduction
       of the indebtedness by 97.5% Benchmark Prepetition Claim,
       50% of the next $54,143,360 of Cash Receipts will be paid
       to BofA and the remaining 50% will be paid to the Debtors'
       estates.

    -- After Cash Receipts have, from and after the Petition
       Date, been indefeasibly paid to the Prepetition Secured
       Parties and irrevocably applied to the permanent reduction
       of the indebtedness by 100% Benchmark Prepetition Claim,
       50% of all additional proceeds for Collateral will be paid
       to BoFA, (until 100% of the Total Lender obligations have
       been paid in cash in full) and 50% will be paid to the
       Debtors' estates.

    -- BofA will apply all of the Cash Receipts in this manner --
       first, to reduce the amount of the Benchmark Prepetition
       Claim; second, to reduce the remaining unsatisfied Total
       Prepetition Obligations, if any, and third, to satisfy the
       postpetition interest, fees and expenses and any other
       obligations under the Loan Documents.

    -- If, after application of all Cash Receipts, there remains
       outstanding any unsatisfied obligations arising prior to
       the Petition Date, the Prepetition Secured Parties will
       have an allowed unsecured claim in an amount of the
       deficiency.

    -- The Creditors Committee will support BofA's request to
       sell the BofA Mortgage Loans.

Judge Christopher Sontchi ruled that:

   (i) no funds received pursuant to the Final Stipulation will
       be distributed until the Court, either pursuant to a
       confirmed plan of reorganization or further order,
       allocates the funds received to the applicable Debtors;

  (ii) no funds received pursuant to the Final Stipulation and
       allocable to a particular Debtor will be distributed to
       holders of non-priority, unsecured claims until all
       administrative and priority claims of that Debtor are paid
       in full or the Court makes a finding that there will be
       sufficient funds available to pay allowed administrative
       and priority claimants of the Debtor in full; and

(iii) all funds received pursuant to the Final Stipulation will
       constitute funds of the bankruptcy estates.

To the extent that funds, other than funds pursuant to the Final
Stipulation exist in a Debtor's estate to satisfy any of its
unpaid administrative and priority claims, then, the funds will
be used to satisfy the administrative and priority claims before
utilizing any funds received pursuant to the Final Stipulation.

The Debtors; AH Mortgage Acquisition Co., Inc., the buyer of the
loan servicing business; WLR Recovery Fund III, L.P.; and Kelly
Beaudin Stapleton, the United States Trustee for Region 3, had
objected to the Final Stipulation.

A copy of the Final Stipulation is available for free at:

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

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


AMERICAN HOME: Judge Refuses to Lift Stay for BofA to Sell Loans
----------------------------------------------------------------
Judge Christopher Sontchi denied a request for relief from
automatic stay filed by Bank of America, N.A., the administrative
agent for certain prepetition secured parties in the bankruptcy
case of American Home Mortgage Investment Corp. and its debtor-
affiliates.

As reported by the Troubled Company Reporter on March 12, 2008,
BofA planned to sell the rights to 3,400 residential mortgage
loans with outstanding $584,000,000 that were pledged by the
Debtors as collateral for their prepetition loan.

BofA noted that the Official Committee of Unsecured Creditors
supports its proposal to sell the loans, and not a single creditor
has objected.  The only opposition comes from the Debtors, which
are in the process of liquidation, relates Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware.

Pursuant to a security agreement dated as of August 30, 2004,
BofA holds first priority, perfected security interests in, and
liens upon certain of the Debtors' assets, including a portfolio
consisting o the Mortgage Loans, Ms. Silverstein says.  She notes
that the Mortgage Loans are the Debtors' most substantial
remaining asset, and the only asset that they have refused to
liquidate.  She reminds the U.S. Bankruptcy Court for the District
of Delaware that the Debtors' counsel has stated that they will
liquidate their holdings immediately because their assets are not
going to improve in value over time.

Ms. Silverstein argues that "cause" exists to lift the automatic
stay pursuant to Section 362(d)(1) of the Bankruptcy Code because
the value of the Mortgage Loans has been declining precipitously
since the Petition Date, and likely will continue to decline for
the foreseeable future in light of (i) negative conditions
prevailing in the market generally for those loans, and (ii) the
steadily rising delinquency rates and loan-to-value ratios for
the Mortgage Loans.

Under the applicable legal principles, Ms. Silverstein asserts,
once BofA establishes a prima facie case for cause, the burden
shifts to the Debtors to show that the value of the Mortgage
Loans is not declining, or that BofA is adequately protected.  
She points out that the Debtors' speculation falls far short of
satisfying that burden, and is plainly an insufficient basis upon
which to maintain the automatic stay.

Lifting the automatic stay would not permit any creditor to gain
a preference over another or over the Debtors, Ms. Silverstein
further argues.  She adds that lifting the automatic stay will
not interfere with the orderly liquidation or rehabilitation of
the Debtors.  To the contrary, she points out, lifting the stay
would facilitate the quick and efficient liquidation of the
Debtors' assets and resolution of the bankruptcy cases.

                        Debtors Talk Back

The Debtors say that the request is unusual for it seeks to
compel the turnover and sale of Mortgage Loans, which are
property of the bankruptcy estates.  They assert that the request
capitulate on BofA's informal adequate protection demands.

The Debtors argue that they are not in dereliction of some duty
under the Bankruptcy Code because:

    (i) the Bankruptcy Code merely permits a Chapter 11 debtor-
        in-possession to sell estate property, but not requires
        it; and

   (ii) except in limited circumstances not present here, the
        Bankruptcy Code places the burden squarely on the secured
        creditor to formally request adequate protection, if it
        believes its lien is declining in value, and is not
        adequately protected.

Under the circumstances, the Debtors say that there is little
reason to believe BofA has any interest, much less 'the greatest'
interest, in realizing value from the Mortgage Loans above and
beyond what an immediate "fire sale" would yield.  The note that
BofA's promise to conduct the fire sale in accordance with
applicable non-bankruptcy law does not change the fact that it is
a fire sale, motivated more by BofA's desire to extricate itself
from the Chapter 11 cases than by any concern about realizing the
intrinsic value of the Mortgage Loans.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, contends that BofA's promise rings
hollow in light of the proposed global settlement stipulation
between BofA and the Creditors Committee, which would insulate
BofA's deficiency claim from review.  Thus, he says, depriving
the estates of their only meaningful remedy under Article 9 of
the Uniform Commercial Code, in the event BofA fails to dispose
of the Mortgage Loans in a commercially reasonable manner.

Mr. Patton argues that, among other things, BofA seeks to force
yet another sale of loans into a downward-spiraling secondary
mortgage market dislocated by a glut of supply, on the one hand,
and significantly weakened demand, on the other, for a price that
bears little relation to the cash-flow value of the Mortgage
Loans.

                          *     *     *

Judge Sontchi has denied BofA's request for relief from automatic
stay to sell the Mortgage Loans.

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


AMPEX CORPORATION: U.S. Trustee Forms Five-Member Committee
-----------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2 named five
creditors as members of the Official Committee of Unsecured
Creditors in Ampex Corporation's chapter 11 case filed with the
U.S. Bankruptcy Court for the Southern District of New York.  The
five committee members are:

   1. David R. Bunker
      2800 South Court
      Palo Alto, CA 94306
      Tel: (408-522-6913)

   2. Robert L. Wilson
      908 Corriente Point Drive
      Redwood City, CA 94065
      Tel: (650) 678-7359

   3. The PMA Group, Inc.
      2345 Crystal Drive, Suite 300
      Arlington, VA 22202
      Attn: John Lynch
      Tel: (703) 415-0344

   4. Robert McAdams
      75644 Via Cortona
      Indian Wells, CA 92210
      Tel: (760) 610-1305

   5. David Chapman
      PO Box 490
      Pescadero, CA 94060
      Tel: (650) 879-0851

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                     About Ampex Corporation

Headquartered in Redwood City, California, Ampex Corporation --
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.  As of Dec. 31, 2007, Ampex reported a balance sheet
data with total assets of $26.467 million, total liabilities of
$133.602 million resulting to a total stockholders' deficit of
$107.135 million.


AMPEX CORPORATION: Receives Delisting Notice from Nasdaq
--------------------------------------------------------
Ampex Corporation said that on April 11, 2008 it received notice
from The Nasdaq Stock Market that, following the company's
bankruptcy filing on March 30, 2008, the staff of Nasda's Listing
Qualifications Department has determined, using its discretionary
authority under Marketplace Rule 4300 and IM-4300, that the
company's Class A Common Stock will be delisted from Nasdaq.  

However, the company may request 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 said it 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 Corporation --
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.  As of Dec. 31, 2007, Ampex reported a balance sheet
data with total assets of $26.467 million, total liabilities of
$133.602 million resulting to a total stockholders' deficit of
$107.135 million.


ANSONIA CDO: 15 Cert. Classes Acquire Fitch's Rating Downgrades
---------------------------------------------------------------
Fitch Ratings downgraded 15 classes of Ansonia CDO 2006-1 Ltd. or
LLC (Ansonia 2006-1):

  -- $215.5 million class A-FL to 'BBB' from 'AAA';
  -- $80 million class A-FX to 'BBB' from 'AAA';
  -- $57.5 million class B to 'BB' from 'AA';
  -- $34.3 million class C to 'BB' from 'A+';
  -- $16.1 million class D to 'BB' from 'A';
  -- $18.2 million class E to 'BB' from 'A-';
  -- $24.2 million class F to 'B' from 'BBB+';
  -- $30.3 million class G to 'B' from 'BBB';
  -- $26.2 million class H to 'B' from 'BBB-';
  -- $48.4 million class J to 'B-' from 'BBB-';
  -- $43.4 million class K to 'B-' from 'BB+';
  -- $23.2 million class L to 'B-' from 'BB';
  -- $14.1 million class M to 'B-' from 'BB-';
  -- $22.2 million class N to 'B-' from 'B+';
  -- $18.2 million class O to 'B-' from 'B'.

In addition, Fitch has affirmed these classes:

  -- $13.1 million class P at 'B-';
  -- $12.1 million class Q at 'CCC+';
  -- $10.1 million class S at 'CCC';
  -- $8.1 million class T at 'CCC-'.

Fitch has also removed all downgraded classes from Rating Watch
Negative, where they were originally placed on Jan. 16, 2008 and
Dec. 12, 2007.  The $91.8 million preferred shares are not rated
by Fitch.

Ansonia 2006-1, which closed Nov. 14, 2006, is a commercial real
estate collateralized debt obligation primarily backed by
commercial mortgage-backed securities B-pieces and real estate
investment trust debt.  CMBS B-piece resecuritizations (also
referred to as first loss CRE CDOs ReREMICs) are CRE CDOs and
ReREMIC transactions that include the most junior bonds of CMBS
transactions.  ING Clarion Capital LLC selected the initial
collateral and serves as the collateral administrator.

The collateral for this CDO consists of high-yielding junior bonds
of CMBS transactions.  The underlying assets of the CMBS bonds, by
their nature, face similar exposures to losses from any downturn
in the commercial real estate market as well as refinancing risks
at the assets' maturity dates.  As a mitigant, however, the
underlying CMBS transactions do have significant geographic,
property type and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss and junior rated bonds within the capital
structure of CMBS transactions have increased with expectations of
a rise in commercial real estate defaults from current low levels.   
Even a relatively modest increase in CRE losses could be material
for these CMBS B-piece resecuritizations.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

Ansonia 2006-1 is collateralized by all or a portion of 121
classes of fixed-rate CMBS in 33 separate underlying transactions
(CMBS: 94%), two certificates from one ReREMIC transaction
(ReREMIC: 1%) and seven REIT bonds (REIT: 5%).  All performance
and collateral information is based on the Mar. 25, 2008 trustee
report and discussions with the collateral administrator.  The
pool's obligor diversity is considered average for CMBS B-piece
resecuritizations, and the vintage distribution of the CMBS
collateral ranges from 1998 to 2006 (an average of 3.3 years of
seasoning).  Approximately 43.1% of the collateral currently is
rated below 'B-' or not rated, and, therefore, is more susceptible
to losses in the near-term.  Overall, a significant portion of the
collateral is below investment grade with only 11.5% investment
grade.  Ansonia 2006-1 holds 19.9% in the 'BB' category and 25.6%
in the 'B' category.

The collateral has realized $5.1 million in losses to date, which
represents 0.6% of the original collateral, with the majority of
losses coming from one CMBS transaction.  Additional losses are
projected with $233.6 million of the loans in the underlying CMBS
transactions currently 60 days or more delinquent.

The ratings on the class A-FL, A-FX, B, C, D, E, F, and G address
the timely payment of interest and ultimate repayment of
principal.  The ratings on classes H, J, K, L, M, N, O, P, Q, S
and T address the ultimate payment of interest and ultimate
repayment of principal.


ASARCO LLC: Court OKs $5 Mil. Stand-Alone Financing from JPMorgan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
authority to ASARCO LLC and its debtor-affiliates to enter into
a $5,000,000 letter of credit facility with JPMorgan Chase Bank,
N.A., and pay a $15,000 up-front deposit to JPMorgan for due
diligence and documentation fees and expenses.

As reported in the Troubled Company Reporter on April 16, 2008,
the salient terms of the JPMorgan Credit Facility are:

   Credit Facility:  $5,000,000 twelve-month credit facility
                     for the issuance of letters of credit

   Closing Date:     On or before May 15, 2008

   Collateral:       Each letter of credit issued under the
                     Credit Facility and all fees and associated
                     expenses and all interests on any
                     unreimbursed draws will be secured by cash
                     collateral, to be provided in advance of the
                     issuance, in the amount of 110% of the face
                     amount of the Letter of Credit

   Commitment Fee:   A commitment fee equal to 0.50% per annum on
                     the Commitment, payable annually to JPMorgan
                     from the Closing Date until termination of
                     the Commitment.

   Letter of
   Credit Fee:       A letter of credit fee, equal to 1.5% per
                     annum, on the daily maximum amount to be
                     drawn under all letters of credit, payable
                     monthly in arrears to JPMorgan, together
                     with a $500 per issuance fee, plus any
                     documentary and processing charges in
                     accordance with JPMorgan's standard schedule
                     for charges with respect to the issuance,
                     amendment, cancellation, negotiation or
                     transfer of each letter of credit and each
                     drawing made thereunder.
              
   Expenses:         ASARCO will pay all reasonable, documented
                     out-of-pocket expenses of JPMorgan
                     associated with the preparation, execution,
                     delivery, administration and enforcement of
                     the Credit Facility and any amendment or
                     waiver and reasonable, documented fees and
                     expenses of other advisors and professionals
                     engaged by JPMorgan.

   Deposit:          A $15,000 deposit will be used to cover
                     JPMorgan's reasonable, documented out-of-
                     pocket expenses, including reasonable fees,
                     time charges and expenses of its attorneys,
                     due diligence expenses, syndication
                     expenses, if any, consultants' fees and
                     expenses, if any, and travel expenses.

                     Additional deposits may be required.  If the
                     Credit Facility is not consummated for
                     whatever reason, the unused portion of the
                     deposit will be returned to ASARCO.

   Default Rate:     After default, the Letter of Credit Fee will
                     be increased by 2% per annum.

The Debtors explained that the previous CIT DIP Facility must be
replaced by a new stand-alone letter of credit facility.  In
December 2005, the Court authorized ASARCO to sign a
$75,000,000 DIP loan facility with The CIT Group/Business Credit.  
The CIT DIP Facility, which included a letter of credit sub-
facility for ASARCO's ongoing business needs, expired on its own
terms on Dec. 15, 2007.  In light of ASARCO's cash reserves,
the CIT DIP Facility was not renewed.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.


ASARCO LLC: Court Approves Environmental Claim Settlement Pacts
---------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas approved the settlement agreements
of ASARCO LLC and its debtor-affiliates with:

   * each of the state of Montana and Doe Run Resources Company
     with respect to the Barker-Hughesville site; and

   * each of BNSF Railway Company and the state of Washington and
     the Port of Everett regarding the Everett smelter site and
     the Tacoma smelter site.

ASARCO LLC previously told the Court that it is convinced that the
settlements resolving environmental claims represent a reasonable
compromise of its responsibility for the claims.  The
settlements, ASARCO LLC said, are the culmination of a process in
which both the Debtors and Asarco Incorporated extensively
examined the facts at the sites involved.  Both the Debtors and
Asarco Inc. hired nationally recognized experts to investigate
the sites and participated in the mediation of claims at the
sites.

ASARCO LLC argued that Asarco Inc.'s objections to the
environmental settlement agreements are more "stratagem" than
"substance."

ASARCO LLC noted that Asarco Inc.'s objections to the settlement
agreements contain these themes:

   (1) ASARCO LLC's motions lack sufficient factual basis to
       allow Asarco Inc. to probe the reasonableness of the
       proposed settlement;

   (2) Asarco Inc. is surprised by the settlement, the basis for
       the compromise, and the settlement amount; and

   (3) Asarco Inc. has not been allowed to meaningfully
       participate in the settlement process.

ASARCO LLC asserted that all of Asarco Inc.'s contentions are
contrary to facts.

Tony M. Davis, Esq., at Baker Botts, L.L.P., in Houston, Texas,
related that in the summer of 2007, ASARCO LLC entered into the
settlement agreement with respect to the California Gulch
Superfund Site in Colorado.  Asarco Inc. objected to the
settlement but the Court approved the settlement nonetheless.

Since then, ASARCO LLC have entered into 11 settlement agreements
with various claimants involving eight environmental sites.  Mr.
Davis says, using the Court's California Gulch findings of facts
and conclusions of law as a guide, ASARCO LLC drafted site-
specific motions pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedures.  No party, including Asarco Inc., objected
to any of the previous 11 settlement agreements, and the Court
entered an order approving each settlement.

Mr. Davis said the structure of the Rule 9019 motions has not
changed.  ASARCO LLC continues to follow the guidance provided by
the Court in the California Gulch order and the principles
described in In re Protective Committee for Independent
Stockholders of TMT Trailer Ferry, Inc., v. Anderson, 390 U.S.
414(1968).

The U.S. Government, on behalf of the Environmental Protection
Agency generally joins in the state of Montana's response to the
objection of Asarco Incorporated to the motion seeking approval
of the settlement regarding Barker-Hughesville Block P Mine Site.

The Government, however, said that it does not join in Montana's
suggestion that production may be an appropriate basis for
finding divisibility at mill tailing sites.  In any event, as
indicated in Montana's Response, the suggestion is not at issue
in the evaluation of the settlement of the matter.

Asarco Inc. maintained that the proposed remedies at the Barker-
Hughesville do not effectively address the contamination at the
Site or adequately address the public interest at stake.

           More PRPs Object to Disallowance of Claims

About eight more potentially responsible third parties filed
responses to the proposed disallowance of their environmental
claims against the Debtors:

   * Union Pacific Railroad Company,

   * Wal-Mart Stores, Inc., and

   * Atlantic Richfield Company, BP America, Inc., Amoco Oil,
     Amoco Production Company, Amoco Research Center, and BP
     Amoco PLC.

Union Pacific told the Court that its Claim No. 10855 for
$360,268,722 was included in an estimation hearing held in August
2007.  However, the estimation proceeding is still under
advisement by the Court.  Union Pacific insisted that the present
status of the previous estimation proceeding necessitates that
further estimation of the Claim be considered last.  Union
Pacific also insisted that the deadline for initial disclosures
should be included and consistent with the particular band of
sites within which each claimant is included.

Wal-Mart said its Claim No. 179 is incorrectly included in the
list of PRP environmental claims.  Wal-Mart maintained that says
its claim is contractual and is now fixed and liquidated.

The BP Claimants related that they filed Claim Nos. 10885, 10886,
10887, and 10888 at the Colorado School of Mines site.  The
school, according to the BP Claimants, disputed the claims and
has argued before the Court that the BP Claimants should not be
allowed to participate in the estimation hearing for the site.  
The BP Claimants told the Court that they do not object to the
Debtors' request for a case management order with respect to the
PRP Claims but reserve their right to file a substantive response
in the event the school seeks affirmative relief at the hearing
on the motion.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Okays Michael Warner as Examiner
--------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas approves the appointment of Michael
Denis Warner by the U.S. Trustee for Region 7, a managing partner
at Warner Stevens, LLP, as examiner in the Chapter 11 cases of
ASARCO LLC and its debtor-affiliates.

The U.S. Trustee told the Court that it believes that Mr. Warner
is particularly well suited to serve as examiner in the Debtors'
cases.  The U.S. Trustee related that it considered approximately
a dozen qualified candidates before selecting Mr. Warner.  The
U.S. Trustee added that it has consulted with the Debtors, Asarco
Incorporated, the Majority Bondholders, the Future Claims
Representative, the U.S. Department of Justice, two official
committees, the city of El Paso, Wells Fargo Bank,
representatives of the United Steel Workers, and other creditors
and parties-in-interest.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Asks Court to Approve $1.27MM Settlement with El Paso  
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve a compromise and
settlement with the city of El Paso, Texas, regarding the El Paso
Particulate Matter Reduction Project.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
relates that under a consent decree entered by the U.S. District
Court for the Southern District of Texas in Oct. 6, 1999, ASARCO
agreed to fund $1,850,000, to pay for the cost of paving certain
roads, alleyways, parking lots, and medians in El Paso.

El Paso filed Claim No. 9894, alleging that ASARCO breached the
terms of the consent decree.  The parties commenced negotiations
resolving the claim in early December 2007.  As a result of the
negotiations, the parties entered into the settlement, which
provides that:

   (a) El Paso will have an allowed general unsecured claim for
       $1,272,800; and

   (b) both parties will release each other from any claim
       arising out of the paving contract.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ATLANTIC EXPRESS: Dec. 31 Balance Sheet Upside-Down by $42.8 MM
---------------------------------------------------------------
Atlantic Express Transportation Corp.'s consolidated balance sheet
at Dec. 31, 2007, showed $193.5 million in total assets and
$236.3 million in total liabilities, resulting in a $42.8 million
total stockholders' deficit.

The company reported a net loss of $4.7 million on total revenues
of $119.4 million for the second quarter ended Dec. 31, 2007,
compared with a net loss of $21,143 on total revenues of
$119.0 million for the same period of 2006.

Revenues from school bus operations were $108.8 million for the
three months ended Dec. 31, 2007, compared to $107.5 million for
the three months ended Dec. 31, 2006, an increase of $1.3 million,
or 1.2%.  

Revenues from paratransit and transit operations were
$10.6 million for the three months ended Dec. 31, 2007, compared
to $11.5 million for the three months ended Dec. 31, 2006, a
decrease of $900,000 or 7.5%.  

Cost of operations of school bus operations was $95.1 million for
the three months ended Dec. 31, 2007, compared to $92.4 million
for the three months ended Dec. 31, 2006.

Cost of operations of paratransit and transit operations were
$10.0 million for the three months ended Dec. 31, 2007, compared
to $10.3 million for the three months ended Dec, 31, 2006.

Operating income decreased to $5.0 million for the three months
ended Dec. 31, 2007, compared to $7.0 million for the three months
ended Dec. 31, 2006.

Interest expense was $9.6 million for the three months ended
Dec. 31, 2007, compared to $7.1 million for the three months ended
Dec. 31, 2006, an increase of $2.6 million, or 36.4%.  

The increase was primarily due to a $2.9 million non-cash change
in fair market value of interest rate swap expense, $1.1 million
increase in interest expense on the Senior Secured Notes due 2012
compared to previous long term borrowings, offset partially by a
$300,000 million decrease in senior credit facility interest and a
$600,000 decrease in deferred financing expense.

                 Liquidity and Capital Resources

On May 15, 2007 the company issued $185.0 million aggregate
principal amount of Senior Secured Floating Rate Notes due 2012.
The Notes were issued with an original issue discount of
$2.8 million, which is being amortized over the term of the Notes.

The net proceeds of the Notes were used to repay $116.3 million of
the company's previously outstanding 12% Senior Secured Notes due
2008 and Senior Secured Floating Rate Notes due 2008,
$15.5 million for the third-priority senior secured notes,
$4.9 million of the senior unsecured notes, repayment of
On the interest payment dates of the Notes, the difference between
LIBOR and 5.21% will be settled in cash.$3.5 million for the
letter of credit advance, $1.6 million of PIK interest converted
into debt, $12.1 million for the buyout of vehicle operating
leases and $4.8 million for outstanding administrative priority
claims and the rest was used for other corporate purposes.

Effective as of May 15, 2007, the company entered into an interest
swap agreement to reduce its exposure to interest rate
fluctuations on the Notes, which bear interest at LIBOR plus a
margin of 7.25%.  The Swap has a notional amount of $185 million
with a fixed rate of 5.21% thereby effectively converting the
floating rate notes to a fixed rate obligation of 12.46%.  The
Swap will expire in April 15, 2010.   On the interest payment
dates of the Notes, the difference between LIBOR and 5.21% will be
settled in cash.

At Dec. 31, 2007, the company's debt under its $35.0 million
senior credit facility was $10.5 million, and it had $9.2 million
of borrowing availability, based on the company's borrowing base
calculations.  Approximately $9.3 million of the company's
$10.0 million letter of credit facility was used.  

                          *     *     *

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2b2f

                      About Atlantic Express

Headquartered in New York City, Atlantic Express Transportation
Corp. -- http://www.atlanticexpress.com/-- is a provider of  
school bus transportation in the United States and the leading
provider in New York City.  For fiscal 2008, the company has a
contract to provide paratransit services in New York to physically
and mentally challenged passengers who are unable to use standard
public transportation.  The company also provides other
transportation services, including fixed route transit, express
commuter line and charter and tour buses through its coach
services.  

As of Dec. 31, 2007, the company had a fleet of approximately
5,700 vehicles operating from approximately 50 facilities.


AVISTAR COMMS: Faces Nasdaq Delisting Due to Low Share Bid Price
----------------------------------------------------------------
Avistar Communications Corporation disclosed that, on April 18,
2008, it received a notice from The Nasdaq Stock Market indicating
that Avistar does not comply with Marketplace Rule 4310(c)(4).  
This rule requires the company to have a minimum bid price of
$1.00 per share for continued listing on The Nasdaq Capital
Market.  The Nasdaq Staff noted that for the 30 consecutive
business days prior to April 18, 2008, the bid price of Avistar's
common stock closed below $1.00 per share.  Avistar has been
provided 180 calendar days, or until Oct. 15, 2008, to regain
compliance.

If Avistar is unable to regain compliance by October 15, 2008, the
Nasdaq Staff will determine whether Avistar meets The Nasdaq
Capital Market initial listing criteria as set forth in
Marketplace Rule 4310(c), except for the bid price requirement. If
Avistar meets such initial listing requirements, the Nasdaq Staff
may grant Avistar an additional 180 day compliance period. If
Avistar does not meet such other initial listing requirements, the
Nasdaq Staff will provide written notification that Avistar's
securities will be delisted. At such time, Avistar may be
permitted to appeal the Nasdaq Staff's determination to delist its
securities to a Listing Qualifications Panel.

Avistar is currently in a compliance monitoring period with The
Nasdaq Stock Market as a result of a past compliance issue that
was subsequently cured. If at any time between March 20, 2008 and
June 1, 2008, the market value of Avistar's securities falls below
the required minimum of $35 million for 30 consecutive trading
days, a Nasdaq Listing Qualifications Panel will promptly conduct
a hearing with respect to such failure and Avistar's securities
would be subject to delisting.

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

                            *     *     *

As reported in the Troubled Company Reporter on March 31, 2008,
Avistar Communications Corporation disclosed that as of Dec. 31,
2007, the company's balance sheet showed $10.6 million in total
assets, $20.4 million in total liabilities, and $9.8 million in
total stockholders' deficit.


BALDWIN 2006-IV: Moody's Reviews 'Ba1' Rating on $51 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Baldwin 2006-IV Segregated Portfolio:

Class Description: $51,000,000 Variable Floating Rate Notes Due
2038

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


BALDWIN 2006-V: Moody's Reviews 'Ba2' Rating on $7 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Baldwin 2006-V Segregated Portfolio:

Class Description: $7,000,000 Variable Floating Rate Notes Due
2046

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

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


BALDWIN 2006-VI: Moody's Reviews 'Ba2' Rating on $15 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Baldwin 2006-VI Segregated Portfolio:

Class Description: $15,000,000 Class A Variable Floating Rate
Notes Due 2046

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

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


BALDWIN 2006-VII: Moody's Reviews 'Ba1' Rating on Class A-2 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Baldwin
2006-VII Segregated Portfolio:

Class Description: $15,000,000 Variable Floating Rate Notes Due
2046, consisting of Class A-1 and Class A-2

Class A-1:

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class A-2:

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


BLOCKBUSTER INC: Circuit Stockholder HBK Supports Merger Talks
--------------------------------------------------------------
Circuit City Stores Inc.'s major stockholder urged the retailer to
commence negotiations with Blockbuster Inc. on a proposal to
acquire Circuit City for at least $6 per share in cash, or roughly
$1.3 billion, subject to due diligence, various reports say.

HBK Investments LP holds 15.4 million shares, or about 9.1% stake
of Circuit City and is the third-largest Blockbuster shareholder,
with an 8.5% stake.

In a letter by HBK to Philip J. Schoonover, Circuit City chairman
and chief executive, the Dallas hedge fund urged the board to
allow Blockbuster access to due diligence materials and to engage
in negotiations with Blockbuster so they can make a definitive
proposal.

HBK Investments relates that Carl Icahn, or an affiliate, would
finance the transaction.  HBK will also be prepared to provide
financing for such a transaction, as HBK Investments is very
optimistic about the future prospects of a combined company.

HBK Investments stated that an acquisition at a substantial
premium to the current share price is in the best interest of
Circuit City's shareholders.  There may also be other parties
interested in acquiring Circuit City or entering into a material
transaction with Circuit City that may provide even greater
value to shareholders.

WSJ states that HBK is the second investor to call on the company
to open its books.  According to WSJ, Wattles Capital Management,
which owns 6.5% of Circuit City shares, also called on the company
to allow due diligence.  Wattles Capital has nominated a slate of
four directors to the Circuit City board and has sought through a
proxy submission to have the existing directors replaced at the
company's June 24 annual meeting, WSJ notes.

WSJ relates that Circuit City has refused to provide Blockbuster
financial information, saying it didn't believe the video-rental
company could consummate the proposed transaction in light of the
difficult current financing environment.

                About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty   
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.  

                  About Blockbuster Inc.

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.  

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.

                          *     *     *

As reported in the Troubled company Reporter on Dec. 28, 2007,
Fitch Ratings affirmed Blockbuster Inc.'s long-term Issuer
Default Rating at 'CCC' and the senior subordinated notes at
'CC/RR6'.  The rating outlook is stable.  The company had
approximately $991 million of debt outstanding as of
Sept. 30, 2007.


BLOCK COMMS: S&P Upgrades Corporate Credit Rating to 'BB-' From B+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Sylvania,
Ohio-based media and cable television operator, Block
Communications Inc., including the corporate credit rating to
'BB-' from 'B+'.  The outlook is stable.
     
"In November 2007 when we revised the outlook to positive, we
recognized the potential for significant leverage improvements and
stated that the rating could be raised if leverage improved to the
mid-4x area," said Standard & Poor's credit analyst Naveen Sarma.   
"The upgrade reflects that dramatic improvement in leverage as
adjusted debt-to-last 12 months EBITDA improved to 4.1x as of Dec.
31, 2007 from 6.5x in the year ago period," he said.
     
This improvement was driven primarily by sizable cost savings
achieved in the 2007 contract settlements with unions representing
employees of the company's two newspapers.  Annualized cost
savings of more than $40 million were achieved resulting in a
return to profitability at the newspaper division for the first
time in two years.  Pension cost savings resulted in a $69 million
reduction in adjusted debt, a 0.8x decrease in adjusted leverage.   
Historically, while the cable segment is the main driver behind
S&P's ratings, the newspaper division has disproportionately
depressed its credit metrics.
     
Block Communications provides cable TV service to about 147,000
basic subscribers in Toledo and Sandusky, Ohio, owns the
Pittsburgh Post-Gazette and Toledo Blade newspapers, and operates
five TV stations in four markets.  Total debt, adjusted for
operating leases and unfunded pensions and other postemployment
benefits, was about $363 million as of Dec. 31, 2007.     

The ratings on Block Communications reflect limited geographic
diversity from its small-scale, family-owned cable TV and media
operations in economically distressed markets; weak advertising
growth and secular circulation erosion in the high fixed-cost
newspaper business; and sub par profitability at both the
newspaper and TV broadcasting businesses.
     
Despite the significant improvements, the rating also reflects
still aggressive leverage.  Mitigating factors include the cable
segment's good competitive position against the key satellite
television operators; expectations for continued healthy revenue
and cash flow growth from increased penetration of advanced cable
services; and improved financial results at the newspaper division
due to significant labor cost savings.
     
Block Communications' cable systems are the main contributors to
consolidated cash flow.  Despite exposure to areas of the U.S.
Midwest that continue to experience severe economic hardship, the
business still increased revenues 12.3% and segment-adjusted
EBITDA 11.9% in the fourth quarter of 2007 due in part to double
digits growth in high-speed data and telephony services
subscribers.  EBITDA margins of 36.8% are in line with the
company's peer group.  S&P expects this trend to continue in the
medium-term as the company further increases its penetration of
high-speed data and telephony services, although margin growth
will be somewhat tempered by double-digit growth in programming
expenses.


BLOUNT INT'L: December 31 Balance Sheet Upside-Down by $54 Million
------------------------------------------------------------------
Blount International Inc.'s balance sheet at Dec. 31, 2007, showed
total assets of $411.949 million and total liabilities of
$466.095 million, resulting to a total shareholders' deficit of
$54.146 million.

The company reported results for the fourth quarter and year ended
Dec. 31, 2007.

Net income for fourth quarter was $17.566 million compared with
net income of $9.038 million for the same period in the previous
year.

Fourth quarter net income from continuing operations was
$8.9 million compared to $8.8 million in the fourth quarter of
2006.  Included in this year's fourth quarter is the recognition
of a loss on the sale of surplus property of $0.6 million and
$0.4 million in expense for the early extinguishment of debt.

The company reported net income of $42.857 million for full year
2007 compared with net income of $42.546 million in 2006.

"This past year, we continued to refine our business focus by
exiting non-core businesses," James S. Osterman, chairman and
chief executive officer, stated.  "The sale of our Forestry
Equipment Division this past November allowed us to reduce debt
further and remove much of the company's exposure to the cyclical
North American forestry industry.  

"Our core business, the Outdoor Products segment, finished with
solid revenue growth in the fourth quarter and a good order
backlog," Mr. Osterman said.  "As we progress through 2008, we
expect that our international reach and new product development
will allow us to weather a continuation of weak market conditions
in the North American region."

                 Liquidity and Capital Resources

Total debt was $297 million at Dec. 31, 2007 and $350.9 million at
Dec. 31, 2006, representing a reduction of $53.9 million during
2007.  Outstanding debt as of Dec. 31, 2007 consisted of a term
loan balance of $122.0 million and 8-7/8% senior subordinated
notes of $175.0 million.  The company has no principal outstanding
on its revolving credit facility as of Dec. 31, 2007.

Cash and cash equivalents at Dec. 31, 2007, were $57.6 million
compared to $27.6 million at Dec. 31, 2006.

                    About Blount International

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/--    
is a diversified international company operating in two
principal business segments: Outdoor Products and Industrial and
Power Equipment.  The company's Outdoor Products segment provides  
chain, bars and sprockets to the chainsaw industry, accessories to
the lawn care industry and concrete cutting saws.


BOB WILSON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Bob Wilson Dodge Chrysler Jeep, LLC
             11945 North Florida Ave.
             Tampa, FL 33612

Bankruptcy Case No.: 08-bk-05759

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Bob Wilson Dodge, Inc.                     08-05763

Type of Business: The Debtor is a certified DaimlerChrysler Five
                  Star dealership with a huge inventory of high
                  quality new and pre-owned vehicles.  See
                  http://www.bobwilsondodgesuperstore.com/

Chapter 11 Petition Date: April 25, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtors' Counsel: Harley E. Riedel, Esq.
                  E-mail: hriedel.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison St., Ste. 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  http://www.srbp.com/

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
Bob Wilson Dodge Chrysler       $1 million to        $1 million to
Jeep, LLC                         $10 million          $10 million

Bob Wilson Dodge, Inc.         $10 million to       $10 million to
                                  $50 million          $50 million

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


BRAHMANI RIVER: Fitch Attaches 'BB+' Long-term Issuer Rating
------------------------------------------------------------
Fitch Ratings assigned a National Long-term Issuer rating of
'BB+(ind)' to Brahmani River Pellets Ltd.  The agency has also
assigned a rating of 'BB+(ind)' to its sanctioned long-term bank
loans aggregating INR9.75 billion.  The Outlook on the rating is
Stable.

The ratings reflect BRPL's project status in its pelletisation and
beneficiation facility setup in Orissa, well-structured fixed
price contracts that mitigate the risk of cost overruns, as well
as linkages with raw materials (iron-ore fines) of significantly
lower costs.  They also consider the low demand risk for pellets
in India driven by increasing demand from sponge iron, and its
parent, Stemcor Holdings Limited's previous partnership with Essar
Steel Limited in setting up Hy-Grade Pellets Limited.  Fitch
however, notes that Stemcor's participation in HGPL was financial
in nature, although the rating does draw comfort that the
execution team drawn from the particular project will contribute
expertise to BRPL's project.  Additionally, BRPL has tied up its
requirement of iron-ore fines through long-term contracts and is
in the process of tying up the sale of pellets to end consumers.

The rating however, remains constrained on account of the
significant construction risk associated with such projects
accentuated by the risks of acquiring balance land, thus exposing
it to delay risks, as well as the limited track record of the
group in executing Greenfield projects.  Fitch notes that in the
event of any cost overrun or shortfall in BRPL's resources for
implementing the project during the construction period, sponsors
have agreed to provide additional funds as may be required by BRPL
for completing the project, either in the form of equity or
subordinated debts over and above the amount that has been
provided as the contingency (in addition to the equity
contribution already made by the sponsors).

Also, in the event of BRPL suffering any cash losses up to the
final settlement date of its entire debt, the sponsors have agreed
to provide the requisite funds to BRPL for meeting the shortfall
in the form of equity or subordinated debts to enable BRPL to meet
its cash losses.   However, since the principal repayment of debt
has no recourse to the sponsors, the final rating assigned does
not draw benefit from the sponsor's credit profile.

Fitch believes that substantial progress in the project including
balance land acquisition could act as a positive trigger for the
rating, whereas a delay in land acquisition and construction
leading to cost and time overruns could qualify as a potential
negative trigger.

BRPL is a 100% subsidiary of Stemcor Iron Ore Holdings Ltd., which
is a special purpose vehicle of Stemcor Holding Ltd., a Stemcor
group company.  Stemcor group has significant experience in
international trade dealing with steel and raw materials, although
the group has also moved into manufacturing through the
acquisition route by acquiring a pellet facility in Australia, in
addition to setting up Greenfield facilities in India.

BRPL is setting up a 4 MTPA beneficiation plant, 192 km long
slurry pipe line and a 4 MTPA pellet plant.  The total cost of the
project is estimated to be INR14625m with a debt to equity ratio
of 2:1.  The financial closure of the project was achieved in
October 2007 and BRPL is expected to commence production in
October 2009.  As per the financing agreements, sponsors cannot
dispose of the controlling interest in SIOHL (providing equity
contribution and additional funds required by BRPL) until the
final settlement date and will hold not less than 51% of the paid
up and voting equity capital in SIOHL.  Once operations start,
BRPL has to maintain a debt service coverage ratio of 1.50,
current ratio of 1.33 and total outstanding liabilities to total
net worth ratio of 3.00.


BSML INC: Stonefield Josephson Expresses Going Concern Doubt
------------------------------------------------------------
Stonefield Josephson, Inc., raised substantial doubt about the
ability of BSML, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 29, 2007.  

The auditor reported that the company has yet to achieve
profitability and had an accumulated deficit of $176,623,000 and a
working capital deficiency of $3,957,000 as of Dec. 29, 2007 and
incurred a net loss from continuing operations and net cash used
by operating activities of $4,365,000 and $4,826,000,
respectively, for the fiscal year ended Dec. 29, 2007.

The company posted a net loss of $5,163,000 on total revenues of
$25,038,000 for the year ended Dec. 29, 2007, as compared with a
net income of $4,369,000,000 on total revenues of $26,214,000 in
the prior year.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$11,408,000 in total assets and $12,540,000 in total liabilities,
resulting in $1,132,000 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 29, 2007, also
showed strained liquidity with $7,164,000 in total current assets
available to pay $11,121,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2ab6

                         About BSML Inc.

Based in Walnut Creek, Calif., BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.


CANADIAN TRUSTS: Noteholders Approve ABCP Restructuring Plan
------------------------------------------------------------
The Pan-Canadian Investors Committee for Third Party Structured
ABCP related in a press statement that noteholders have voted
overwhelmingly in favour of its Restructuring Plan.

At a meeting in Toronto April 25, 2008, approximately 96% of
noteholders, by number and value, represented in person or by
proxy at the meeting, endorsed the Plan, according to the Pan-
Canadian Committee.  More than 90% of noteholders by value cast
votes on the Plan.

The favourable vote follows eight months of work to restructure
the remaining 20 trusts covered by last summer's Montreal Accord,
affecting $32-billion of notes.  The results of the vote will now
be brought forward for consideration by the Ontario Superior
Court of Justice for final sanction at a hearing currently
scheduled for May 2.

"We are delighted by the results of the vote and will now proceed
to a final hearing before the Court," says Purdy Crawford, Chair
of the Investors Committee.  "If the Court sanctions the Plan as
approved by the noteholders, it should be fully implemented before
the end of May."

            Other Parties' Take on the Voting Results

The Canada News Centre relates that the Honourable Jim Flaherty,
Minister of Finance, issued a statement regarding the ABCP
restructuring plan:

     "I am pleased that the vote on the restructuring plan put
     forward by the Pan-Canadian Investors Committee has now
     taken place.  A large majority of investors has expressed
     support for the restructuring proposal.

     This is an important milestone in what has been a long and
     complex process.

     Since the standstill began last August, the Government has
     supported a market-led restructuring as a better course of
     action for investors and capital markets.

     I look forward to next steps in the process being completed
     in a timely fashion.

     The restructuring serves as a good example for others of a
     market-led workout without a government bailout using
     taxpayer dollars."

The Greater Toronto Airports Authority also noted in a press
release that it accepts the results of approval of the  
comprehensive ABCP restructuring plan.  The GTAA believes that
acceptance of the restructuring is in the best interest of all
creditors affected by the ABCP issue.  GTAA is the non-share, not
for profit authority that operates Toronto Pearson.

Toronto consultant Colin Kilgour told Bloomberg News that "the
winners are the retail investors who are getting out at par. . .
The losers are the corporate investors, for the most part,
because they're the main group that doesn't have a side deal
coming out of this."

One of the issues vigorously argued by certain retail investors
are the broad release provisions and lawsuit immunity under the
proposed ABCP restructuring plan.

Jeffrey Carhart, representing an investors committee, clarified
that "those who are voting Yes by proxy are preserving their
ability to argue both the validity and fairness of the planned
release," The Canadian Press points out.

                      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 Sept. 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, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


CANEUM INC: LevitZacks Expresses Going Concern Doubt
----------------------------------------------------
LevitZacks raised substantial doubt about the ability of Caneum,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor stated that the company has incurred significant cash
losses from operations and has an accumulated deficit of
$8,776,019 at Dec. 31, 2007.

The company posted a net loss of $2,966,415 on net revenues of
$11,904,857 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,040,754 on net revenues of $6,988,283 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$4,219,075 in total assets, $4,186,624 in total liabilities and
$32,451 in total stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $1,884,608 in total current assets
available to pay $3,907,672 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2ab9

                   About Caneum Inc

Caneum, Inc.,  (Other OTC: CANM.PK) -- http://www.caneum.com--  
provides business process and information technology (IT)
outsourcing services to various industries, including technology,
energy, government, transportation, financial services, education,
and healthcare.  The company's business process outsourcing
services include customer support, including call centers and Web
agents for online and offline technical, customer, and product
support; human resources, including pre-employment screening,
retained and contingent recruiting, and information technology
centric staffing; investor relations and public relations,
including audio transcription and Web development, deployment, and
maintenance; sales and marketing services; and finance and
accounting services, including data entry and back office
processing.  The company was incorporated in 2000 as Saiph
Corporation.  It changed its name to SaiphT Corporation in March
2003 and then to Caneum, Inc. in July 2003.  Caneum is based in
Newport Beach, Calif.


CAPRI CONDOMINIUMS: Resolves Bank Claims; Has New Owner
-------------------------------------------------------
The Capri Condominiums LP, the developer of Capri on Caldwell
Condominium, inked a settlement with Red Mountain Bank, which is
owed $16 million, Birmingham Business Journal's Crystal Jarvis
reports, citing public documents.

Capri Real Estate LLC bought the Debtor out from bankruptcy,
report says.

Red Mountain Bank officer, Paul Rogers, said that the settlement
"freed up the property" in order to pursue the sale of the condo
units, Business Journal relates.  He added that creditors did not
spend anything in relation to the settlement, based on the report.

According to the report, Capri at Caldwell has about 48 condo
units, with at least 14 units sold off and about 20 under
contract.

                   About The Capri Condominiums

Tampa, Florida-based The Capri Condominiums LP owns and manages
condominiums.  Capri is operated by Euro American Investors
Group in The Netherlands, which runs an office in Tampa,
Florida.  Euro American Investors -- http://www.eaig.nl/-- is    
an international company that offers a complete package property
with the focus on the United States and Europe.  Since its
launch in 1979, Euro American Investors built a diversified
portfolio of properties, apartments, offices, commercial
buildings, and shopping malls.

Capri Condominiums sought protection under chapter 11 on Feb. 6,
2008 (Bankr. M.D. Fla. Case No. 08-01553).  Maureen A. Vitucci,
Esq., at Gray Robinson PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $10 million and $50 million.


CASH SYSTEMS: Auditor Expresses Going Concern Doubt
---------------------------------------------------
Virchow, Krause & Company, LLP, in Minneapolis raised substantial
doubt on the ability of Cash Systems, Inc., to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring operating losses,
negative cash flows from operations, negative working capital and
accumulated deficit.  Additionally, holders of notes have an
option to put $12.1 million in outstanding notes to the company in
October 2008.

Virchow Krause also said that the company did not maintain, in all
material respects, effective internal control over financial
reporting as of Dec. 31, 2007.

The auditing firm said that the aggregated significant
deficiencies were all related to lack of controls over outside and
third party contracts, citing:

   -- inadequate reserve on receivable from collection agency as
      a result of improper treatment, oversight and adherence to
      the contract resulting in an overstatement of other
      current assets and understatement of check cashing costs
      of $1.6 million;

   -- improper recording of commissions revenue and commissions
      expense at gross rather than net as a result of review and
      adherence to accounting treatment of the contract
      resulting in an overstatement of revenues and an
      overstatement of commissions expense of $1.7 million;

   -- failure of controls related to review and proper
      accounting treatment of other contracts and debt
      agreements of $8 million resulting in an understatement of
      current liabilities and overstatement of long-term debt.

               Alpine Advisors Consulting Agreement

The company entered into an agreement on Jan. 30, 2008, with
Alpine Advisors LLC, a strategic, management and financial
consulting firm, to provide financial advisory services.  Don R.
Kornstein, who is a former director of the company, is the
managing member of Alpine Advisors LLC.

         Native American Cash Systems Amended Agreement

During January 2008, the company amended its financial services
agreement dated Dec. 7, 2006, with Native American Cash Systems
Florida, Inc.

The agreement was amended to specify the amount of ATM surcharge
to be paid to the Seminole Tribe of Florida and the amount of
commissions to be paid to NACSF, and to loan NACSF $1.5 million at
an annual interest rate of 6% pursuant to the terms and conditions
of a secured promissory note and security agreement.

Principal and interest are to be paid in equal monthly
installments of $129,100 with payments ending in December 2008.

The loan is secured by any and all assets of NACSF, including but
not limited to, all commissions, fees, or other revenues due
NACSF.

          Second Amended and Restated Notes and Warrants

The company entered into a Second Amendment and Exchange Agreement
on March 14, 2008, with each of its note holders pursuant to which
the company and each of the note holders agreed to, among other
things, amend and restate the Senior Secured Convertible Notes, as
previously amended and restated in August 2007, amend and restate
the Warrants to Purchase Common Stock, as previously amended and
restated in August 2007, and amend certain provisions of the other
Transaction Documents.

The Senior Secured Convertible Notes, as amended and restated on
March 14, 2008, differ from the First Amended and Restated Notes
in certain material respects, including, without limitation:

   -- the aggregate principal amount was increased from
      $22 million to $24.2 million,

   -- the conversion price was reduced from $8.00 per share to
      $2.51 per share,

   -- the conversion price may be further reduced by the note
      holders at any time on or before April 22, 2008, to
      120% of the arithmetic average of the weighted average
      price of the company's common stock for each day during
      the period commencing on March 18, 2008, and ending on
      April 15, 2008,

   -- the aggregate amount that the note holders may require the
      company to redeem, and the aggregate amount that the
      company may elect to redeem, on Oct. 10, 2008, was
      increased from $8 million to $12.1 million,

   -- the financial covenants based on Consolidated Total Debt
      to EBITDA were eliminated and the financial covenants
      based on Consolidated Revenue and Consolidated EBITDA were
      modified to apply starting with the quarter ending
      March 31, 2009, and

   -- the interest rate will be increased by 1.5% per annum from
      and after the occurrence of any Dilutive Issuance Event.
      
As a result of the March 14, 2008, amendment and restatement of
the notes, the company has reclassified $12.1 million of the
Second Amended and Restated Notes from long term to short term
debt on the consolidated balance sheet.

The Warrants to Purchase Common Stock, as amended and restated on
March 14, 2008, differ from the First Amended and Restated
Warrants in certain material respects, including, without
limitation:

   -- the exercise price was reduced from $7.38 per share to
      $2.49 per share, and

   -- the exercise price may be further reduced by the note
      holders at any time on or before April 22, 2008, to
      120% of the arithmetic average of the Weighted Average
      Price of the company's common stock for each day during
      the period commencing on March 18, 2008, and ending on
      April 15, 2008.

The Second Amended and Restated Notes and the Second Amended and
Restated Warrants contain various limitations on the number of
shares of its common stock that may be issued upon conversion of
the Second Amended and Restated Notes and upon exercise of the
Second Amended and Restated Warrants.

No note holder may convert its Second Amended and Restated Notes
or exercise its Second Amended and Restated Warrants to the extent
such conversion or exercise would cause such holder, together with
such holder's affiliates, to own more than 9.99% of the company's
common stock following such conversion or exercise.

In addition, in order to comply with the rules of The NASDAQ Stock
Market, if the note holders make a Holder Conversion Price
Adjustment Election, the company may not issue more than an
aggregate of 3,755,154 shares of its common stock to the note
holders without the prior approval of its stockholders.

If the note holders do not make a Holder Conversion Price
Adjustment Election, the exercise price of the Second Amended and
Restated Notes may not be adjusted to less than $2.51 per share
and the conversion price of the Second Amended and Restated
Warrants may not be adjusted to less than $2.49 per share (subject
to adjustment for any stock dividend, stock split, stock
combination, reclassification or similar transaction).

The company will evaluate the financial statement effect of the
March 14, 2008, amendment and restatement of the notes and
warrants in its quarter ending March 31, 2008.  

The Company will finalize the debt extinguishment expense upon the
final terms of the stock price and conversion rate and record in
the quarter ending March 31, 2008.

                            Financials

For the year ended Dec. 31, 2007, the company posted a $15,383,035
net loss on $104,857,398 of commissions as compared with a
$10,018,412 net loss on $95,736,615 of commissions in 2006.

At Dec. 31, 2007, the company's balance sheet showed $68,875,938
in total assets, $66,602,324 in total liabilities, and $2,273,614
in total stockholders' equity.

The company's balance sheet showed strained liquidity with
$52,251,020 in total current assets available to pay $56,702,324
in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased more
than 2x to $27,280,125 from $11,897,090 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2aca

                        About Cash Systems

Based in Las Vegas, Cash Systems, Inc. (NASDAQ: CKNN) --
http://www.cashsystemsinc.com/-- is engaged in three primary  
products: credit/debit card cash advances, automatic teller
machines and check cashing solutions.  The credit/debit card cash
advances product and ATMs have been installed in casinos and other
businesses throughout the United States and Caribbean countries.


CATHOLIC CHURCH: Davenport Submits Plan Balloting Results
---------------------------------------------------------
The Diocese of Davenport, on April 24, 2008, delivered to the
U.S. Bankruptcy Court for the Southern District of Iowa a summary
of the voting results with respect to those classes entitled to
vote on the Diocese's First Amended Joint Plan of Reorganization:

                 Total No. of        % of Dollar       % of No.
   Class       Ballots Counted     Amt. Accepting     Accepting
   -----       ---------------     --------------     ---------
   Class 5            17                  100               100
   Class 6          None                Empty             Empty
   Class 7           142               99.295            99.295

Classes 1, 2, 3 and 4 are unimpaired and are not entitled to vote
on the Plan.  Holders under those classes are deemed to have
accepted the Plan.

                     Claimants Support Plan

According to the balloting results, only one out of the 142
claimants opted not to accept the Amended Plan, which provides
for a $37,000,000 settlement and 17 non-monetary terms for the
Diocese to take measures to prevent abuse from recurring.

"It's as good a deal that I think we're going to get at this
point in time without more litigation," said Mike Uhde, an abuse
victim and co-chairman of the Official Committee of Unsecured
Creditors.

As reported in the Troubled Company Reporter on April 7, 2008,
Court approved on April 3, 2008, the Diocese of Davenport's Second
Amended Disclosure Statement explaining its Joint Plan of
Reorganization.  The Official Committee of Unsecured Creditors is
a proponent to the Plan.

The Court directed the Diocese's counsel to serve, no later than
April 7, 2008, the order approving the Amended Disclosure
Statement, notice of deadlines and hearing, the approved Amended
Disclosure Statement, the Amended Plan, and the ballot to all
parties entitled to vote on the Amended Plan.

The Court will convene a hearing on April 30, 2008, to confirm
the Amended Plan.  Judge Jackwig notes that the hearing is an
evidentiary hearing, at which witnesses may testify.  The Diocese
will provide a witness to testify regarding the requirements of
Section 1129(a) of the Bankruptcy Code.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan.  The confirmation hearing of the Debtor's plan will start on
April 30, 2008.  (Catholic Church Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000).


CD 2005-CD1 COMMERCIAL: Moody's Holds Low-B Ratings on Six Classes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 26 classes of CD
2005-CD1 Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-CD1:

  -- Class A-1, $60,088,735, affirmed at Aaa
  -- Class A-1A, $394,487,329, affirmed at Aaa
  -- Class A-1D, $67,416,630, affirmed at Aaa
  -- Class A-2FL, $200,000,000, affirmed at Aaa
  -- Class A-2FX, $70,000,000, affirmed at Aaa
  -- Class A-3, $112,000,000, affirmed at Aaa
  -- Class A-4, $1,563,032,000, affirmed at Aaa
  -- Class A-J, $305,412,000, affirmed at Aaa
  -- Class A-M, $387,824,000, affirmed at Aaa
  -- Class A-SB, $198,275,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $29,087,000, affirmed at Aa1
  -- Class C, $43,630,000, affirmed at Aa2
  -- Class D, $43,630,000, affirmed at Aa3
  -- Class E, $58,174,000, affirmed at A2
  -- Class F, $38,783,000, affirmed at A3
  -- Class G, $43,630,000, affirmed at Baa1
  -- Class H, $43,630,000, affirmed at Baa2
  -- Class J, $48,478,000, affirmed at Baa3
  -- Class K, $29,087,000, affirmed at Ba1
  -- Class L, $9,696,000, affirmed at Ba2
  -- Class M, $14,543,000, affirmed at Ba3
  -- Class N, $9,696,000, affirmed at B1
  -- Class O, $9,695,000, affirmed at B2
  -- Class P, $9,696,000, affirmed at B3
  -- Class OCS, $25,000,000, affirmed at Baa3

Moody's is affirming all classes due to overall stable pool
performance.

As of the April 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.3%
to $3.86 billion from $3.90 billion at securitization.  The
Certificates are collateralized by 225 loans, ranging in size from
less than 1.0% to 7.5% of the pool, with the top 10 loans
representing 32.8% of the pool.  The pool includes seven loans
with underlying ratings, representing 23.0% of the pool.  One loan
representing less than 1.0% of the pool has defeased and is
secured by U.S. Government securities.

The pool has not realized any losses since securitization.
Currently there is one loan representing less than 1.0% of the
pool in special servicing.  Moody's is estimating a $1.2 million
loss from this loan.  Thirty-one loans, representing 13.9% 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 are delinquent
or have significant issues.

Moody's was provided with year-end 2006 and 2007 operating results
for 96.4% and 22.0% of the pool, respectively.  Moody's weighted
average loan to value ratio for the conduit component is 102.7%,
essentially the same as at Moody's last full review in July 2007.

The largest loan with an underlying rating is the One Court Square
Loan ($290.0 million -- 7.5%), which is secured by a 1.4 million
square foot Class A office building located in Long Island City
(Queens), New York.  The property is also encumbered by a $25
million B Note which secures non-pooled Class OCS.  The property
is 100.0% occupied by Citibank through May 2020.  Moody's current
underlying ratings of the pooled loan and B Note are Baa2 and
Baa3, respectively, the same as at last review.

The second loan with an underlying rating is the Yahoo! Center
Loan ($250.0 million -- 6.5%), which is secured by a 1.1 million
square foot Class A office campus located in Santa Monica,
California.  The property was 82.9% occupied as of December 2007
compared to 99.0% at last review.  The decline in occupancy is
largely attributable to Symantec Corporation, which occupied 10.0%
of the premises at securitization, vacating at its lease
expiration in October 2007.  The Santa Monica office market is
relatively strong with an estimated year-end 2007 vacancy of 9.0%
for Class A office space.  Moody's current underlying rating is
Baa3, the same as at last review.

The third loan with an underlying rating is the Main Mall Loan
($144.6 million -- 3.8%), which is secured by the borrower's
interest in a 1.0 million square foot regional mall located in
Portland, Maine.  The mall is anchored by Macy's, J.C. Penney and
Sears. The center originally also had two Filene's stores which
have both vacated since securitization.  The in-line space was
91.9% occupied as of September 2007 compared to 94.7% at last
review and 96.0% at securitization.  The decline in occupancy has
negatively impacted the property's financial performance.  The
loan is on the master servicer's watchlist due to low debt
service.  Moody's current underlying rating is Ba2 compared to Ba1
at last review.

The fourth loan with an underlying rating is the 100 East Pratt:
Baltimore Loan ($105.0 million -- 2.7%), which is secured by a
656,000 square foot office building located in Baltimore,
Maryland.  The largest tenant is T. Rowe Price Associates, which
occupies 58.0% of the premises through June 2017.  Moody's current
underlying rating is Baa3, the same as at last review.

The remaining three loans with underlying ratings comprise 3.4% of
the pool.  The current underlying ratings are as follows: Lowes
Universal Hotel Portfolio ($55.0 million -- 1.4%) -- Baa3, the
same as last review; Chico Mall Loan ($40.4 million -- 1.0%) --
Baa2 compared to Baa3 at last review and 220 East 67th Street Loan
($2.5 million -- 0.1%) -- Aaa, the same as last review.

The top three conduit loans represent 7.4% of the pool.  The
largest conduit loan is the TPMC Portfolio Loan ($105.0 million --
2.7%), which is secured by several properties located in suburban
Houston, Texas.  The properties include a 699,000 square foot
office building, a theater and commercial building and a parking
garage. The portfolio was 96.0% occupied as of June 2007,
essentially the same as at last review.  Moody's LTV is 105.3%,
the same as last review.

The second largest conduit loan is the Florence Mall Loan
($98.1 million -- 2.5%), which is secured by the borrower's
interest in a 929,000 square foot regional mall located in
suburban Cincinnati, Ohio.  The center is anchored by Sears,
Macy's, J.C. Penney and Macy's Home Store.  The in-line space was
89.7% occupied as of June 2007 compared to 92.2% at last review.   
Moody's LTV is 86.7%, essentially the same as last review.

The third largest conduit loan is the Private Mini Storage
Portfolio ($86.3 million -- 2.2%), which is secured by 22 self
storage facilities totaling 13,600 units.  The facilities are
located in six states with the largest concentration in Texas (9)
and Florida (7).  Moody's LTV is 91.1% compared to 95.9% at last
review.


CELESTICA INC: S&P Changes Outlook to Stable; Holds 'B+' Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Toronto-
based electronic manufacturing services provider Celestica Inc. to
stable from negative.  At the same time, S&P affirmed the ratings,
including the 'B+' long-term corporate credit rating, on the
company.  At March 31, Celestica had $771 million of debt
outstanding.
     
"The outlook revision reflects a meaningful improvement in the
company's operational performance in the past three quarters
characterized by stabilized revenue losses and improved operating
margins," said Standard & Poor's credit analyst Madhav Hari.  In
addition, the company's credit metrics and liquidity measures have
improved to levels that are more consistent with the ratings.
     
The ratings on Celestica reflect the highly competitive and
consolidating electronic manufacturing services industry;
difficult market conditions characterized by a high degree of
volatility in the communications and IT infrastructure end-
markets; minimal revenue growth; weak, albeit improving, operating
margins; and weak credit metrics.  These factors are partially
offset by the company's Tier 1 position in the EMS sector, good
long-term relationships with large customers, early signs of a
meaningful turnaround in its operations, and healthy liquidity.
     
Celestica is the fourth-largest EMS provider in the world, with
fiscal 2007 revenues of US$8.1 billion (ended Dec. 31, 2007).  The
company offers a full range of supply chain management solutions
for original equipment manufacturers; products and services
include the high-volume manufacture of complex printed circuit-
board assemblies and full-system assembly of final products,
product design, worldwide distribution, and after-sales support.
     
More than 70% of the company's revenues come from IT
infrastructure, telecom, and communications end-markets, which is
a higher concentration than other Tier 1 EMS providers.  The
latter two end-markets have been experiencing weaker-than-expected
demand, especially with respect to Celestica's major customers.
     
The stable outlook reflects S&P's view that Celestica has largely
stemmed revenue declines, significantly improved its cost
structure, and bolstered its liquidity.  Nevertheless, high debt
leverage and weak visibility from the company's end markets limit
consideration for higher ratings in the near term.  Consideration
for a positive outlook will depend on the company's ability to
meet S&P's 2008 expectations of flat revenue growth and a 2.5%
operating margin.  S&P would consider a negative outlook if end
markets deteriorated substantially and rapidly, causing profit
levels and credit metrics to weaken.


CENTRAL GARDEN: Posts $290MM Net Loss in Quarter Ended Dec. 29
--------------------------------------------------------------
Central Garden & Pet Company reported a net loss for the first
quarter ended Dec. 29, 2007, of $290 million, compared to a net
loss of $3.0 million in the year ago period.  

Included in the results for the quarter is a non-cash, pre-tax
charge of $400 million, or $289 million net of tax, related to
goodwill and other intangible impairment.  Also included in the
results for the quarter is a pre-tax gain of $11.1 million, or
$6.8 million net of tax, related to the sale of properties and
legal settlement proceeds.

           Impairment of Goodwill and Other Intangibles

The company updated its analysis and evaluation of goodwill for
possible impairment as of Dec. 29, 2007.  As a result of the
decline in the company's stock price since July 1, 2007, the
company recorded an impairment charge related to goodwill of
approximately $397 million, including $199 million in the Garden
Products segment and $198 million in the Pet Products segment, and
an impairment charge related to other intangibles of approximately
$3 million in the Garden Products segment in the first quarter of
fiscal 2008.

                            Net Sales

The company reported net sales of $314 million in the quarter, a
decrease of 1% from $317 million in the comparable fiscal 2007
period.  The adjusted net loss for the quarter, excluding the
impact of goodwill and other intangible impairment and the gain on
sale of properties and legal settlement proceeds, was
$7.6 million.

Net sales for the Garden Products segment were $112 million, a
decrease of 3% from $115 million in the comparable fiscal 2007
period.  The Garden Products operating loss was $7.3 million,
which includes a non-cash other intangible impairment of
$3.5 million, compared to a loss of $2.1 million in the year ago
period.  Branded product sales increased 2% to $98 million.  Sales
of other manufacturers' products declined, as planned, 23% to
$14 million.

Net sales for the Pet Products segment were $202 million,
relatively unchanged compared to the comparable fiscal 2007
period.  Operating income for the Pet Products segment was
$17 million, a decline of 5% compared to $17.8 million in the year
ago period.  Branded product sales were $164 million, flat
compared to last year.  Sales of other manufacturers' products
declined 1% to $38 million.  

Total company depreciation and amortization for the quarter was
$8.0 million compared to $6.8 million in the year ago period.

                      Management's Comments

"In the past three months, we have made significant strides in
identifying and implementing measures to improve performance and
strengthen our financial position," noted William Brown, chairman
and chief executive officer of Central Garden & Pet Company.  "As
we look forward to the upcoming garden season, we will focus on
margin improvement and working capital management.  While progress
has been made, there remains a great deal to be accomplished."

                            Total Debt

At Dec. 29, 2007, the company's total debt outstanding was
$601.7 million compared to $581.9 million at Dec. 30, 2006, due to
increased seasonal working capital requirements.

As of Dec. 29, 2007, the company had $650 million in senior
secured credit facilities consisting of a $350 million revolving
credit facility maturing in February 2011 and a $300 million term
loan maturing in September 2012.  

These facilities are secured by substantially all of the company's
assets.  The company was in compliance with all financial
covenants as of Dec. 29, 2007.  There was $154.0 million
outstanding at Dec. 29, 2007, under the $350 million revolving
credit facility plus $16.0 million outstanding under certain
letters of credit.  The remaining potential available borrowing
capacity was up to $180.0 million.  

The company believes that cash flows from operating activities,
funds available under its revolving credit facility, and
arrangements with suppliers will be adequate to fund the company's  
presently anticipated working capital requirements for the
foreseeable future.  The company anticipates that its capital
expenditures will not exceed $45 million for the next 12 months.

The increase in expected capital expenditures, compared to its  
historical rate, is due to the company's implementation of a
scalable enterprise-wide information technology platform to
improve existing operations, to support future growth and to
enable it to take advantage of new applications and technologies.

                          Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet showed
$1.307 billion in total assets, $820 million in total liabilities,
and $487 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 29, 2007, are available for
free at http://researcharchives.com/t/s?2b3d

                       About Central Garden

Headquartered in Walnut Creek, Calif., Central Garden & Pet
Company (Nasdaq: CENT/CENTA) -- http://www.central.com/-- markets  
and produces branded products for the lawn & garden and pet
supplies markets.  The company's products are sold to specialty
independent and mass retailers.  The company also provides a host
of other application-specific Pet brands and supplies.  Central
Garden & Pet Company has approximately 5,000 employees, primarily
in North America and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Service affirmed its 'CCC+' senior
subordinated debt ratings on Central Garden & Pet Co.  The outlook
is negative.


CHARMING SHOPPES: Urges Shareholders to Re-Elect Three Directors
----------------------------------------------------------------
Charming Shoppes, Inc. wants shareholders to re-elect directors:

   -- Dorrit J. Bern,
   -- Alan Rosskamm and
   -- M. Jeannine Strandjord

on the annual meeting of shareholders on May 8, 2008.

Meanwhile, two hedge funds, Crescendo Partners and Myca Partners,
which has a combined stake of 7.9% in the company, want to elect:

   -- Arnaud Ajdler, Managing Director of Crescendo,

   -- Michael Appel, Managing Director of Quest Turnaround
      Advisors, and

   -- Robert Frankfurt, President of Myca Partners, to the board.

Crescendo Partners and Myca Partners have been pushing for change
in Charming Shoppe to boost stock price and improve business
strategy and execution.  The group has named itself the Charming
Shoppes Full Value Committee.

According to HedgeCo.Net, Charming Shoppes has assured
shareholders that they have streamlined business operations,
reduced SG&A expenses and capital expenditures, and improved cash
flow.  They warn that if the hedge funds do take control, their
actions would be highly disruptive to the company, the report
stated.

                  Glass Lewis' Recommendation

Glass Lewis & Co., an independent proxy voting advisory services
firm, has recommended that Charming Shoppes' shareholders reject
the two hedge funds' director nominees.

"Overall, we believe that Mr. Appel has correctly identified
prolonged poor performance and excessive compensation practices at
Charming Shoppes," Glass Lewis concluded.

On Charming Shoppes' failure to align compensation with
performance, Glass Lewis noted:

"Charming Shoppes executive compensation received a "F" grade in
our proprietary pay-for-performance model, which uses 36
measurement points. ... The CEO was paid above the median CEO in
these peer groups.

Overall, the Company paid more than its peers, but performed worse
than its peers."

"Given the repeated failure to properly align compensation with
the Company's performance, we would ordinarily recommend voting
against all members of the compensation committee (Mr. Albertini
and Mses. Curl, Davies and Hudson). ... However, none of these
directors are up for election at this year's meeting.  Thus, we
encourage the board to facilitate the removal of these directors
based on their failure to fulfill their duty to shareholders in
this regard."

In criticizing Charming Shoppes' prolonged poor performance, Glass
Lewis noted:

"In this case, we believe the Dissident has succeeded in
demonstrating a failure on the board's part to address a pattern
of poor performance relative to the Company's peers. ... We find
that the Company's return on equity and return on assets fell
below the mean and median derived from this set of peers for the
last five fiscal years (source: FactSet).  In addition, the
Company's EBITDA margin, operating margin, and net margin fell
below the mean and median derived from this set for the last five
fiscal years."

"We also find that the company's stock price has underperformed
relevant indices in recent years.  During the two year period
prior to announcement of the proxy contest (Jan. 11, 2006 to
Jan. 11, 2008), the company's stock price fell by approximately
66.9% compared to declines of approximately 10.2% by the S&P
Retail Index and 45.3% by the S&P Small Cap Apparel Retail Index
(source: FactSet)."

"Over the past year, however, both the Company's operating
performance and stock price performance have deteriorated
further."

                 Charming Shoppes' Statement

Charming Shoppes is pleased with Glass Lewis' recommendation,
stating that neither of the two nominees has any relevant retail
or management experience.  "The principals of the Crescendo and
Myca hedge funds -- as they have done at other publicly-traded
companies -- are advocating a risky and imprudent short-term
financial re-engineering scheme at Charming Shoppes with the goal
of leveraging up the company and buying back stock.  These hedge
funds have still not advocated any new ideas to navigate the
Company through the current economic environment or create long-
term shareholder value.

"We believe, however, that Glass Lewis missed the mark with
respect to the dissident group's third nominee, Michael Appel.  We
think Glass Lewis is simply wrong to equate the qualifications of
Appel with those of Charming Shoppes' directors.  Appel's retail
experience has been primarily limited to small companies in
restructuring or Chapter 11.

"Furthermore, Mr. Appel has no experience as a senior executive of
a public company and no Board experience.  On the other hand,
Charming Shoppes' directors are highly skilled in public company
leadership, retail, marketing, operating, finance, accounting,
governance and overall executive management -- all areas that are
critical to the continued success of this company.

"Importantly, Charming Shoppes' directors and management team know
how to manage successfully through challenging retail and economic
environments.  As Glass Lewis noted in its report, Charming
Shoppes has recently taken actions that we believe will be
beneficial for the Company and its shareholders, including
substantial restructuring efforts and tying a significant portion
of the CEO's compensation to performance."

                     About Charming Shoppes

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) -- http://www.charmingshoppes.com -- is a retailer    
focused on women's plus-size specialty apparel.  The company
operates in two segments: retail stores segment and direct-to-
consumer segment.  The company's retail stores segment operates
retail stores and related e-commerce websites through brands, such
as Lane Bryant, Fashion Bug, Catherines Plus Sizes, Lane Bryant
Outlet and Petite Sophisticate outlet.  The company's direct-to-
consumer segment operates a number of apparel, accessories,
footwear, and gift catalogs and related e-commerce Websites
through its Crosstown Traders business.  During the fiscal year
ended Feb. 3, 2007, the sale of plus-size apparel represented
approximately 74% of the Company#s total net sales.  As of Feb. 2,
2008, Charming Shoppes Inc. operated 2,409 stores in 48 states.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2008,
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Charming Shoppes, Inc. to B2
from Ba3.  The outlook is stable.


CHARMING SHOPPES: Explores Strategic Options for Non-Core Assets
----------------------------------------------------------------
The Board of Directors of Charming Shoppes, Inc. is exploring a
broad range of operating and strategic alternatives for its non-
core misses apparel catalog titles in order to provide a greater
focus on its core brands, Lane Bryant, Catherines and Fashion Bug,
and to enhance shareholder value.  The company has retained Banc
of America Securities and Lehman Brothers as its financial
advisors in connection with this process.  The company noted that
there can be no assurance that this process will result in any
specific course of action or transaction.  The company does not
intend to comment further on this evaluation until final
determinations have been made.

"Our commitment to our multi-brand, multi-channel strategy remains
a key element of our long term strategy," Dorrit J. Bern,
Chairman, Chief Executive Officer and President of Charming
Shoppes, Inc. stated.  "Our core plus apparel brands possess
leading market positions and strong long-term growth
opportunities, and we will continue to utilize our direct-to-
consumer infrastructure to further develop these core brands.  We
have received a number of inquiries from qualified third parties
and are evaluating several alternatives for our non-core apparel
catalog titles which would allow us to focus exclusively on and
accelerate the growth of our core plus apparel businesses, with
the goal of enhancing shareholder value."

Additionally, despite our strong liquidity, which includes cash
on the balance sheet and a fully-committed line of credit, we have
made the generation and conservation of cash a priority during the
current economic downturn," Mr. Bern continued.  "To that end, our
ongoing review of our operations and strategic assets has
determined that we are able to commit to further reduce our
budgeted capital expenditures by an additional $20 million during
the current fiscal year, which will be generated from both reduced
spending on store infrastructure and growth and from further
capital reductions in non-critical infrastructure improvements.  
This reduction is in addition to our previously announced
reduction of $43 million for fiscal year 2009.  In total, this
$63 million reduction in planned capital spending for the current
year now represents a decrease of nearly 50% compared to our
fiscal year 2008 capital expenditures."

"Further," Mr. Bern stated, "we believe a refinancing of certain
of our real estate assets would generate meaningful additional net
cash proceeds to the company.  As a result, we anticipate
executing on this refinancing during the second quarter of the
current fiscal year."

                     About Charming Shoppes

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) -- http://www.charmingshoppes.com -- is a retailer    
focused on women's plus-size specialty apparel.  The company
operates in two segments: retail stores segment and direct-to-
consumer segment.  The company's retail stores segment operates
retail stores and related e-commerce websites through brands, such
as Lane Bryant, Fashion Bug, Catherines Plus Sizes, Lane Bryant
Outlet and Petite Sophisticate outlet.  The company's direct-to-
consumer segment operates a number of apparel, accessories,
footwear, and gift catalogs and related e-commerce Websites
through its Crosstown Traders business.  During the fiscal year
ended Feb. 3, 2007, the sale of plus-size apparel represented
approximately 74% of the company's total net sales.  As of Feb. 2,
2008, Charming Shoppes Inc. operated 2,409 stores in 48 states.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2008,
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Charming Shoppes, Inc. to B2
from Ba3.  The outlook is stable.


CHC HELICOPTER: Shareholders to Vote on First Reserve Merger Today
------------------------------------------------------------------
CHC Helicopter Corporation will hold its special shareholder
meeting today, April 29, 2008, in Richmond (Vancouver), British
Columbia, to consider a special resolution to approve an
arrangement to be acquired by an affiliate of First Reserve
Corporation, under the Canada Business Corporations Act.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
CHC Helicopter Corporation entered into an agreement with First
Reserve Corp.  Under the terms of the transaction, an affiliate of
the First Reserve fund will acquire all outstanding class A
subordinate voting shares and all of the outstanding class B
multiple voting shares of CHC for CN$32.68 per class A share and
class B share for an aggregate consideration of approximately
CN$1.5 billion.   

After completion of the transaction CHC's class A shares and class
B shares will be de-listed and no longer traded publicly.  CHC's
headquarters will remain in Vancouver, Canada.

The price of C$32.68 per Class A Subordinate Voting Share and
Class B Multiple Voting Share to be received under the arrangement
represents a premium of 45.3% and 41.0%, over the average trading
price of such shares on the TSX for the three-month period ending
on Feb. 21, 2008, the last trading day prior to the public
disclosure of the transaction.

Holders of Class A Subordinate Voting Shares, Class B Multiple
Voting Shares and Ordinary Shares of record as of the close of
business, Toronto time, on March 28, 2008, will be entitled to
receive notice of, and vote at, the meeting. T he management
information circular, which shareholders should receive in the
coming days, provides important information on the arrangement,
including voting procedures.

The company has filed its management information circular and
related proxy materials with the Canadian provincial securities
regulatory authorities and the U.S. Securities and Exchange
Commission in preparation for the special shareholder meeting.

The management information circular contains a unanimous
recommendation from CHC's board of directors to vote for the
special resolution approving the arrangement.  

Completion of the arrangement is subject to a number of
conditions, some of which are beyond CHC's and the purchaser's
control; accordingly, the exact timing of implementation of the
arrangement is not currently known.  CHC and the purchaser expect
the closing to occur in June 2008.

Merrill Lynch Canada Inc. and Scotia Capital are financial
advisors to CHC.  Ogilvy Renault LLP and DLA Piper USA LLP are
legal counsel to CHC.  Simpson Thacher & Bartlett LLP, Blake,
Cassels & Graydon LLP and Slaughter and May are legal counsel to
the First Reserve fund.

               About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is a   
commercial helicopter operator.  The company, through its
subsidiaries, operates in over 30 countries, on all seven
continents and in most of the offshore oil and gas producing
regions of the world.  The company's operating units are based in
the United Kingdom, Norway, the Netherlands, South Africa,
Australia and Canada.  It provides helicopter transportation
services to the oil and gas industry for production and
exploration activities through its European and global operations
segments.  It also provides helicopter transportation services for
emergency medical services and search and rescue activities and
ancillary services, such as flight training.  The company's Heli-
One segment is a non-original equipment manufacturer helicopter
support company, providing repair and overhaul services, aircraft
leasing, integrated logistics support, helicopter parts sales and
distribution and other related services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Moody's Investors Service placed under review for possible
downgrade the Ba3 corporate family rating and probability of
default rating for CHC Helicopter Corporation.  The review also
covered the B1 (LGD 5, 72%) rating on CHC's $400 million senior
subordinated notes.  These actions followed the statement that a
fund managed by First Reserve Corporation has entered into an
agreement to acquire CHC.


CITIFINANCIAL MORTGAGE: Fitch Cuts Rating on $7.7 Mil. Notes to BB
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on six Citifinancial
Mortgage Securities mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $342.7 million and
downgrades total $21.3 million.  Additionally, $1.9 million was
placed on Rating Watch Negative.

CitiFinancial Mortgage 2003-1 GROUP 1

  -- $4.4 million class AF-4 affirmed at 'AAA';
  -- $38.6 million class AF-5 affirmed at 'AAA';
  -- $16.6 million class AF-PT affirmed at 'AAA';
  -- $15.7 million class MF-1 affirmed at 'AA+';
  -- $10.3 million class MF-2 affirmed at 'AA-';
  -- $9.8 million class MF-3 affirmed at 'A';
  -- $2.1 million class MF-4 affirmed at 'BBB';

Deal Summary

  -- Originators: Citifinancial Mortgage;
  -- 60+ day Delinquency: 10.05%;
  -- Realized Losses to date (% of Original Balance): 3.22%.

CitiFinancial Mortgage 2003-1 GROUP 2

  -- $7.7 million class MV-3 downgraded to 'BB' from 'BBB-';

Deal Summary

  -- Originators: Citifinancial Mortgage;
  -- 60+ day Delinquency: 30.93%;
  -- Realized Losses to date (% of Original Balance): 3.18%.

Citifinancial Mortgage 2003-3 GROUP 1

  -- $8.1 million class AF-3 affirmed at 'AAA';
  -- $20.5 million class AF-4 affirmed at 'AAA';
  -- $31.3 million class AF-5 affirmed at 'AAA';
  -- $10.2 million class MF-1 affirmed at 'AA+';
  -- $8.3 million class MF-2 affirmed at 'AA-';
  -- $6.5 million class MF-3 affirmed at 'A';

Deal Summary

  -- Originators: Citifinancial Mortgage;
  -- 60+ day Delinquency: 4.35%;
  -- Realized Losses to date (% of Original Balance): 1.67%.

Citifinancial Mortgage 2003-3 GROUP 2

  -- $13.7 million class MV-3 downgraded to 'B' from 'BB-';

Deal Summary

  -- Originators: Citifinancial Mortgage;
  -- 60+ day Delinquency: 31.10%;
  -- Realized Losses to date (% of Original Balance): 2.83%.

CitiFinancial Mortgage 2004-1 GROUP 1

  -- $22.6 million class AF-2 affirmed at 'AAA';
  -- $24.6 million class AF-3 affirmed at 'AAA';
  -- $25.9 million class AF-4 affirmed at 'AAA';
  -- $38.4 million class AF-5 affirmed at 'AAA';
  -- $10.0 million class MF-1 affirmed at 'AAA';
  -- $7.5 million class MF-2 affirmed at 'AA+';
  -- $5.0 million class MF-3 affirmed at 'AA';
  -- $5.0 million class MF-4 affirmed at 'AA-';
  -- $5.0 million class MF-5 affirmed at 'A+';
  -- $4.2 million class MF-6 affirmed at 'A';
  -- $4.2 million class MF-7 affirmed at 'A-';
  -- $3.3 million class MF-8 affirmed at 'BBB+';

Deal Summary

  -- Originators: Citifinancial Mortgage;
  -- 60+ day Delinquency: 3.99%;
  -- Realized Losses to date (% of Original Balance): 1.32%.

CitiFinancial Mortgage 2004-1 GROUP 2

  -- $2.1 million class MV-6 affirmed at 'A-';

  -- $2.4 million class MV-7 affirmed at 'BBB+';

  -- $1.9 million class MV-8 rated 'BBB', placed on Rating Watch
     Negative;

Deal Summary

  -- Originators: Citifinancial Mortgage;
  -- 60+ day Delinquency: 38.25%;
  -- Realized Losses to date (% of Original Balance): 1.56%.


CITIGROUP MORTGAGE: Fitch Cuts Ratings on Six Classes to Low-Bs
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on 3 Citigroup
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $269.7 million and downgrades total
$30.7 million.

Citigroup Home Equity Loan Trust 2003-HE1

  -- $1.3 million class A affirmed at 'AAA';
  -- $14.7 million class M-1 affirmed at 'AA+';
  -- $2.1 million class M-2 affirmed at 'AA-';
  -- $1.2 million class M-3 affirmed at 'A';
  -- $0.5 million class M-4 downgraded to 'BB+' from 'BBB+';
  -- $0.4 million class M-5 downgraded to 'B' from 'BB';

Deal Summary

  -- Originators: 54% Accredite and 46% Encore
  -- 60+ day Delinquency: 11.11%
  -- Realized Losses to date (% of Original Balance): 0.75%

Citigroup Mortgage Loan Trust 2003-HE2

  -- $8.8 million class M-1 affirmed at 'AAA';
  -- $3.1 million class M-2 affirmed at 'AA-';
  -- $0.4 million class M-3 affirmed at 'AA-';
  -- $0.5 million class M-4 affirmed at 'A+';
  -- $0.3 million class M-5 affirmed at 'A';
  -- $0.4 million class M-6 affirmed at 'BBB+';
  -- $0.6 million class M-7 affirmed at 'BBB';

Deal Summary

  -- Originators: 100% Encore
  -- 60+ day Delinquency: 13.37%
  -- Realized Losses to date (% of Original Balance): 0.44%

Citigroup Mortgage Loan Trust 2004-OPT1 Total

  -- $19.8 million class A-1A affirmed at 'AAA';
  -- $2.2 million class A-1B affirmed at 'AAA';
  -- $24.2 million class A2 affirmed at 'AAA';
  -- $28.7 million class M1 affirmed at 'AAA';
  -- $26.2 million class M2 affirmed at 'AAA';
  -- $43.4 million class M3 affirmed at 'AA+';
  -- $22.9 million class M4 affirmed at 'AA+';
  -- $23.8 million class M5 affirmed at 'AA';
  -- $17.2 million class M6 affirmed at 'AA-';
  -- $16.4 million class M7 affirmed at 'A+';
  -- $11.5 million class M8 affirmed at 'A';
  -- $16.4 million class M9 downgraded to 'BBB' from 'A-';
  -- $4.3 million class M10 downgraded to 'BB+' from 'BBB+';
  -- $3.0 million class M11 downgraded to 'BB+' from 'BBB+';
  -- $3.3 million class M12 downgraded to 'BB' from 'BBB';
  -- $2.8 million class M13 downgraded to 'BB-' from 'BBB-';

Deal Summary

  -- Originators: 100% Option One
  -- 60+ day Delinquency: 22.68%
  -- Realized Losses to date (% of Original Balance): 0.98%


CSFB MORTGAGE: Moody's Confirms Junk Ratings on Four Classes
------------------------------------------------------------
Moody's Investors Service affirms the ratings of five classes of
Credit Suisse First Boston Mortgage Securities Corp., Series 2001-
FL2:

  -- Class J, $5,761,544, affirmed at B1
  -- Class K, $5,888,351, affirmed at Caa1
  -- Class L, $4,906,748, affirmed at Caa3
  -- Class M, $5,888,351, affirmed at Ca
  -- Class N, $1,962,572, affirmed at C

As of the April 17, 2008 distribution date, the transaction's
aggregate balance has decreased by approximately 94.3% to
$35.0 million from $619.1 million at securitization.  The
Certificates are collateralized by one remaining loan the Hotel
Royal Plaza Loan ($35.0 million).  This loan is secured by a 394-
room full service hotel located in Lake Buena Vista, Florida.  The
loan was transferred to special servicing in November 2001 and
became REO in September 2005.  The hotel closed in September 2004
due to significant property damage caused by three hurricanes that
hit Florida in that year.  The property underwent extensive repair
and restoration totaling approximately $10.0 million and reopened
in March 2006.

For full year 2007, occupancy at the hotel was 76.3% with and ADR
of $118.19 yielding a RevPAR of $90.23. The 2007 net cash flow
totaled $3.1 million.  Archon Group, L.P., the special servicer
and current owner of the hotel, has placed the asset on the market
for sale.  The March 2007 appraisal has valued the asset at
$39.6 million.

Despite a significant increase in credit support for all rated
classes, Moody's is concerned about the credit quality of the
remaining loan as well as liquidation expenses, unpaid servicer
advances and special servicer's fees.  As of the April 17, 2008
remittance statement, servicer advances as well as unpaid but
accrued interest shortfalls totaled $12.6 million for Classes J
through non-rated Class O.  All cash flow generated from the
property is applied to paydown unpaid servicer advances.  Based on
an estimated sale at the appraised value, required trust
reimbursements, and estimated costs of sale, Moody's has estimated
losses of approximately $10 million.


CRI HOTEL: Grant Thornton Raises Substantial Doubt
--------------------------------------------------
Grant Thornton LLP in McLean, Va., raised substantial doubt on CRI
Hotel Income Partners, L.P.'s ability to continue as a going
concern after auditing the partnership's financial statements for
the years ended Dec. 31, 2007, and 2006.

Grant Thornton said, "the partnership has about $7.3 million in
outstanding debt that was due on Jan. 1, 2008.  The partnership
was unable to refinance the mortgage debt prior to its maturity
and the loan is presently in default.  The partnership has
obtained forbearance for a period through June 30, 2008."

                              Default

The partnership refinanced on Dec. 19, 1997, with Citicorp Real
Estate, Inc., the Zero Coupon Notes, which were originally issued
in connection with the partnership's acquisition of the hotels.  
The loan bears interest at the rate of 7.72% per annum and matured
Jan. 1, 2008.  On that date, a balloon payment in the amount of
$7,273,441 became due.

The partnership's balance on this loan was $7,273,441 and
$7,499,175 as of Dec. 31, 2007, and 2006, respectively.

The General Partner was unable to refinance the partnership's
mortgage debt prior to its maturity.  Although the loan is in
default, the special servicer has agreed to a forbearance
agreement for a period of 180 days in consideration for payment of
a fee in the amount of $72,734.41, and continued monthly payments
of principal, interest (at the pre-default rate) and tax and
capital improvements escrows.

On Jan. 22, 2008, the partnership signed commitment letters with
General Electric Credit Corporation to refinance the three hotels
in Minnesota.  It planned to use the loan proceeds to pay off the
existing debt in full.

The Phase I environmental study of the University hotel required
by GE revealed excess levels of three chemicals deemed hazardous
in the groundwater on the property.  

The contamination is not due to acts or omissions of the hotel.  
Due to this finding, GE decided that it could not make a loan
secured by that property.  It did, however, offer to increase the
amounts it would lend with respect to the two other Minnesota
hotels and also make a loan secured by the Florida hotel.  

The new debt would be structured as three separate loans, which
would be cross collateralized with first mortgages on each of the
properties.

The combined loan amounts total $4,825,000.  The holder of the
current debt refuses to release any of the collateral until the
entire debt is repaid in full, so the partnership is currently
seeking a bridge loan to cover the difference.  

The GE rate lock holds until April 25, 2008, so the partnership is
working toward obtaining the supplemental financing by that date.  

If it is unable to do so, it will seek to extend the forbearance
agreement with respect to the existing debt for six months at a
time until the environmental issue at University is resolved and
the partnership can obtain financing sufficient to pay off the
current debt in full.  

Simultaneously with its refinancing efforts, the partnership
engaged a consultant to enroll the University property in the
Minnesota Pollution Control Agency's Voluntary Investigation and
Cleanup Program and deal with the contamination at the site.

The partnership's goal is to obtain a No Action Letter with a
Covenant Not to Sue, at which point it should be able to obtain
financing on the property again.  

The Partnership has been advised that the VIC Program process will
likely take from six months to eighteen months.

                            Financials

For the year ended Dec. 31, 2007, the parnership reported $485,265
of net income on $10,527,508 of total revenues as compared with
$512,340 of net income on $10,157,664 of total revenues in 2006.

At Dec. 31, 2007, the parnership's balance sheet showed
$10,489,901 in total assets, $8,200,352 in total liabilities, and
$2,289,549 in total partners' capital.

A full-text copy of the partnership's 2007 annual report is
available for free at http://ResearchArchives.com/t/s?2ac8

                 About CRI Hotel Income Partners

CRI Hotel Income Partners, L.P., was formed for the purpose of
investing in hotels that were acquired from Days Inns of America,
Inc.  The hotels are or had been operated by Bryanston Group,
Inc., dba Buckhead Hotel Management Company, Inc., formerly known
as Days Inns Management Company, Inc., under the nationally
recognized franchise name of Days Inns.  The partnership is in the
process of changing management companies for the hotels, which
will continue to be operated as Days Inns.


CV THERAPEUTICS: March 31 Balance Sheet Upside-Down by $208MM
-------------------------------------------------------------
CV Therapeutics Inc. reported Friday financial results for the
first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$228.0 million in total assets and $436.1 million in total
liabilities, resulting in a $208.1 million total stockholders'
deficit.

For the first quarter ended March 31, 2008, the company reported a
net loss of $31.9 million.  This compares to a net loss of
$34.1 million for the prior quarter ended Dec. 31, 2007, and
$55.1 million for the same quarter in 2007.

For the quarter ended March 31, 2008, the company recorded total
revenues of $22.8 million which consisted of $22.0 million of net
product sales of Ranexa(R) and $800,000 of collaborative research
revenue.  

The $22.0 million of net product sales of Ranexa in the quarter
ended March 31, 2008, represents an increase of five percent
compared to the $20.9 million of net product sales of Ranexa
recorded in the prior quarter ended Dec. 31, 2007, and an increase
of 83 percent compared to the $12.0 million of net product sales
in the same quarter of the prior year.  The first quarter 2008
collaborative research revenue includes revenue primarily related
to the reimbursement of certain regadenoson development costs from
the company's collaborative partner.

Costs and expenses were $53.1 million for the quarter ended
March 31, 2008.  This compares to total costs and expenses of
$55.8 million for the prior quarter ended Dec. 31, 2007, and
$71.2 million for the same quarter in 2007.  

The decrease of total costs and expenses in the quarter ended
March 31, 2008, compared to the prior quarter ended Dec. 31, 2007,
was primarily due to lower research and development costs
associated with various development projects, lower Ranexa
marketing and sales expenses and lower general and administrative
costs offset in part by higher personnel-related expenses.

The decrease in costs and expenses in the quarter ended March 31,
2008, compared to the same quarter in 2007 was primarily due to a
reduction in personnel-related expenses related to the
restructuring plan implemented in May 2007, lower research and
development expenses resulting from lower clinical trial expenses
related to the completion of the MERLIN TIMI-36 study of Ranexa
and lower regadenoson research and development expenses, and lower
Ranexa marketing and sales expenses.  

These decreases were partially offset by higher cost of sales due
to higher net product sales of Ranexa.

At March 31, 2008, the company had cash, cash equivalents,
marketable securities and restricted cash of $151.0 million
compared to $179.0 million at Dec. 31, 2007.  The cash utilized
for the quarter ended March 31, 2008, was $28.0 million.  This
compares to cash utilized for the prior quarter of $20.5 million.
The increase in cash utilization in the quarter end March 31,
2008, compared to the prior quarter was due primarily to the
timing of certain compensation and payroll related tax payments.

In April 2008, the company announced that TPG-Axon Capital agreed
to pay CV Therapeutics up to $185.0 million in exchange for rights
to 50 percent of its royalty on North American sales of
Lexiscan(TM) (regadenoson) injection.  The company received
$175.0 million on closing of the transaction in April 2008 and
could receive a potential future milestone payment of
$10.0 million.  The company also received a $12.0 million
milestone payment from Astellas US LLC in connection with the FDA
approval of Lexiscan in April 2008.

                      About CV Therapeutics

Headquartered in Palo Alto, California, CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical    
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  

CV Therapeutics' approved products include Ranexa(R) (ranolazine
extended-release tablets), indicated for the treatment of chronic
angina in patients who have not achieved an adequate response with
other antianginal drugs, and Lexiscan(TM) (regadenoson) injection
for use as a pharmacologic stress agent in radionuclide myocardial
perfusion imaging in patients unable to undergo adequate exercise
stress.  


DELPHI CORP: To Seek $4.1 Bil. Loan Refinancing, Adjusts Forecasts
------------------------------------------------------------------
Delphi Corp. said, in a filing with the Securities and Exchange
Commission, that it will meet with investors to discuss its plan
to obtain $4,100,000,000 of financing, comprising:

    Tranche      Amount/Nature of Loan
     -------      ---------------------
       A          $1,000,000,000 first priority revolving
                  credit facility

       B          $600,000,000 first priority term loan

       C          $2,500,000,000 second priority term loan

As previously reported, Delphi is seeking to amend and extend its
existing credit facility until the earlier of Dec. 31, 2008, or
the date of the substantial consummation of a reorganization plan
that is confirmed by the Bankruptcy Court.

Delphi has revised projected revenue, EBITDAR, debt levels and
liquidity information, which differ from its previously disclosed
projections in the disclosure statement attached to its Court-
confirmed Joint Plan of Reorganization.

According to John D. Sheehan, vice president and chief
restructuring officer, the Prior Projections have been adjusted to
reflect:

   (i) Delphi's delayed emergence from Chapter 11, including
       deferral of net amounts that would have been paid by
       General Motors Corporation to Delphi under certain
       restructuring agreements, the retiming of divestiture
       transactions, and the reversal of adjustments related to
       fresh start accounting and certain recapitalization
       transactions which were to take place upon emergence;

  (ii) changes in overall market and economic conditions,
       including changes in projected GM North American volumes
       from 3.8 million to 3.6 million units, changes in the
       projected volumes of other select North American
       customers, and increased commodity costs; and

(iii) projected advances from time to time of up to an aggregate
       outstanding amount of $650,000,000 from GM in anticipation
       of the implementation of certain restructuring agreements.

Delphi notes that while GM has agreed to make advances in
anticipation of the effectiveness of the restructuring-related
agreements, there can be no assurances that the GM agreement will
actually become effective.

Delphi said that projected 2008 revenue will increase from
$19,708,000,000 in the Disclosure Statement to $21,034,000,000 in
the current projections due principally to the retiming of
divestiture activity.

The company notes, however, that 2008 projected EBITDAR will
decline from $1,577,000,000 in the Disclosure Statement to
$999,000,000 in the current projections.  The deterioration is
primarily due to an increase in pension and other postretirement
benefit expense retained by Delphi due to the retiming of its
assumed emergence of $781,000,000, partially offset by
$253,000,000 resulting from a difference in definition of EBITDAR
between the Disclosure Statement and the Refinanced DIP Credit
Facility and $31,000,000 due to the retiming of divestiture
activity.

                Supplemental Financial Information

A. Borrowing Base (in Millions)

                          Available
                          Gross Balance
                          at 12/31/07 as        
                          as defined by   Adjusted      Adjusted
                          Credit Facility  Advance  Availability
                          ---------------  -------  ------------
U.S. accounts receivable      $2,521        85%         $768
U.S. Inventory                 1,225        75%          649
U.S. PP&E                       N/A                      369
Less carve-out                  N/A                     (122)
                                                      --------
             Borrowing Base Availability                $1,664
                                                      ========

B. DIP Collateral Coverage (in Millions)

                                                 As of 12/31/07
                                                 --------------
    Accounts & Non-Debtors Note Receivables
      Debtor Continuing Operations                    $2,123
      Debtor Discontinued Operations                     251
                                                    --------
    Total Collateral                                  $2,374
                                                    ========

    Inventory, net
      Debtor Continuing Operations                      $823
      Debtor Discontinued Operations                     184
                                                    --------
    Total Collateral                                  $1,007
                                                    ========

    PP&E, net book value
      Debtor Continuing Operations                     1,446
      Debtor Discontinued Operations                     291
                                                    --------
    Total Collateral                                  $1,737
                                                    ========

C. EBITDAR Reconciliation (in Millions)

                                                    Discontinued
                                Consol.  Continuing   Operations   
                               12/31/07   12/31/07      12/31/07
                               --------   --------      --------
Net Income
(+) Income Taxes                ($3,065)   ($2,308)        ($757)
(+) Interest Expense               (514)      (522)            8
(+) Interest Income                 772        769             3  
(+) Deprec. & Amortization        1,282      1,012           270
                               --------   --------      --------
    EBITDA                       (1,595)    (1,117)         (478)

(+) Securities and Litigation       
      Charge                        343        343             -
    US Employee Workforce    
      Transition Charges            244        212            32    
    Other Restructuring           1,414        681           733
                               --------   --------      --------
(+) Total Restructuring           1,658        893           765
                               --------   --------      --------
    LTM EBITDAR                     406        119           287  
                               ========   ========      ========

        Subsidiary EBITDAR Reconciliation
        EBITDAR of
          1st tier foreign subsidiaries       $610
        EBITDAR excluding
          1st tier foreign subsidiaries       (204)
                                          --------
        Total Consolidated EBITDAR           ($406)
                                          ========

D. Financial Review (in Millions)

   -- Summary Model Financial Information

                                            2007          2008      
                                            ----          ----
      GM Sales                             $10,706        $6,621
      Non-GM Sales                          15,454        14,414
                                          --------      --------
   Total Sales                              26,160        21,034
                                          --------      --------
   Net Loss                                ($3,065)      ($1,790)
                                          ========      ========
       
      Interest, net                            702           457
      Income Taxes                            (514)          180
      Depreciation and Amortization          1,282         1,095
      OPEB Expense Less Payments               386           243
      Professional Fees &                      
        Other Restructuring Costs              174           244
      Restructuring Expense                  1,658           590
      Other                                     (3)          (19)  

   EBITDAR                                    $963          $999

   Capital Expenditures                       $646          $779
                                          ========      ========

   -- Summary Credit Agreement Model Liquidity

                  May   Jun   Jul   Aug   Sep   Oct   Nov   Dec
                  ---   ---   ---   ---   ---   ---   ---   ---
Cash                          
  U.S. Cash        25    25    35   177   172    70    25    25     
  Non-US Cash   1,112 1,033   986   997   934   988 1,000   930
                ----- ----- ----- ----- ----- ----- ----- -----  
Consol. Cash    1,137 1,057 1,020 1,174 1,105 1,491 1,025   955
    
Availability        
  DIP             608   478   486   322   332   433   480   477  
                ----- ----- ----- ----- ----- ----- ----- -----  
Cash &
  Availability  1,745 1,535 1,506 1,497 1,438 1,491 1,505 1,432
                ----- ----- ----- ----- ----- ----- ----- -----  
  GM Agreement
    Balance         -   $45     -  $335  $468  $573  $643  $584
                ===== ===== ===== ===== ===== ===== ===== =====

                    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.

(Delphi Bankruptcy News, Issue No. 125; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)         


DELPHI CORP: Wants to Obtain $650 Million Credit from GM
--------------------------------------------------------
Delphi Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to:

   (i) obtain extensions of credit of up to $650 million from   
       General Motors Corp., and

  (ii) pay undisclosed fees in connection with the loan.

Delphi has filed with the Court a draft of its agreement with GM,
pursuant to which a GM affiliate will provide $650 million in
advances to Delphi.  GM has agreed to make accommodations in the
form of the advances, in anticipation of the effectiveness of
their Master Restructuring Agreement and Global Settlement
Agreement, both dated Sept. 6, 2007, and amended Dec. 7, 2007.

The April 24 draft of the parties' agreement provides for these
terms:

   Borrower             Delphi Corp.

   Guarantors           Other Debtors

   Lender               General Motors Corp.

   Commitment           GM will provide loans to Delphi beginning
                        May 7, 2008:

                         (a) prior to June 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $200,000,000,

                         (b) from and after June 1, 2008, and
                             prior to July 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $300,000,000
                             and

                         (c) from and after July 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $650,000,000.

   Scheduled
   Termination Date     The earliest of (a) Dec. 31, 2008, (b)
                        the date on or after the effectiveness of
                        the amendments to each of the Master
                        Restructuring Agreement and the Global
                        Settlement Agreement, on which GM or its
                        affiliates has paid to or for the credit
                        or the account of the Debtors from and
                        after the Effective Date an amount equal
                        to or greater than $650,000,000 in the
                        aggregate under the agreements and (c)
                        the date on which a Reorganization Plan
                        becomes effective.

   Covenants            The parties agree to, among other things,
                        use their good-faith, commercially
                        reasonable efforts to (a) negotiate and
                        enter into amendments to each of the
                        Global Settlement Agreement and Master
                        Restructuring Agreement as soon as
                        practicable (the parties desire to enter
                        into amendments on or prior to July 1,
                        2008), and (b) obtain the consent of
                        Delphi's statutory committees with
                        respect to the amendments.

   Interest Rates       Adjusted LIBO Rate plus [__]%  

   Interest Payments    Interest payment date will mean the last
                        day of each March, June, September and
                        December, commencing Sept. 30, 2008.

   Default Interest     Rate for Advances plus 2.0%.

   Priority             The Debtors' obligations to GM will
                        constitute allowed claims having priority
                        pursuant to Section 503(b)(1) of the
                        Bankruptcy Code.  GM's set-off rights
                        will rank ahead of general unsecured
                        claims at all times.

   Conditions to
   Effectiveness        The GM Agreement will be effective, when,
                        among other things, the Court approves
                        an amendment to the Amended and Restated
                        Revolving Credit, Term Loan and Guaranty
                        Agreement, dated as of Nov. 20, 2007,
                        originally signed by JPMorgan Chase Bank,
                        N.A., as administrative agent, and  
                        Citicorp USA, Inc., which amendment will
                        extend the termination date thereunder to
                        a date no earlier than Dec. 31, 2008.

Delphi's request to obtain extensions of credit from GM is
scheduled for hearing on April 30.  Objections are due April 28.

The final terms of the GM Agreement is subject to negotiations
between GM and the Debtors.  A copy of the current form of the
Agreement is available for free at:

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

                            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.

                       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.

(Delphi Bankruptcy News, Issue No. 126; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Ch. 11 Exit to be Delayed for Months, GM Chief Says
----------------------------------------------------------------
According to XFN-ASIA and Thomson Financial, General Motors Corp.
Chief Executive Rick Wagoner had acknowledged to reporters at the
Beijing Auto Show that Delphi Corp.'s emergence from Chapter 11
protection is "unlikely to be imminent."

Delphi was already set to exit Chapter 11 in April following the
successful syndication of its $6,100,000,000 exit financing, but
an investor group, led by Appaloosa Management, LLP, withdrew
from its prior commitment to provide up to $2,550,000,000 in
equity financing to Delphi.

"The major investor indicated that they wouldn't proceed with
their commitment to do the investment, so now Delphi has to go
back and try and restructure the financing.  The good news was
that in a very difficult financial market they were able to
arrange adequate debt financing to come out," Mr. Wagoner said.

"Delphi needs to come up with a different mix of financing
structure to get investors who are interested.  I don't think
this is something we will see resolved imminently, but a lot of
the hard work to get out of bankruptcy . . . has been done so
there's a good base to build on here," he said.

                            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.

                       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.

(Delphi Bankruptcy News, Issue No. 125; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DUKE FUNDING: Eight Classes of Notes Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Duke Funding XII, Ltd., and left on review for
possible further downgrade the rating of three of these classes of
notes.  The notes affected by this rating action are:

Class Description: $1,388,000,000 Class A-S1VFA Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $75,000,000 Class A-S1VFB Secured Floating Rate
Notes Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $260,000,000 Class A1 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $192,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $157,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $14,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $54,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $20,000,000 Class B3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on March 28, 2008, of an event of default caused by
a failure of the Class A-1 Overcollateralization Ratio to be
greater than or equal to 100 per cent, as described in Section
5.1(h) of the Indenture dated November 30, 2006.

Duke Funding XII, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  The
rating downgrades taken today reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the
default event.  Because of this uncertainty, the rating assigned
to Class A-S1VFA Notes, Class A-S1VFB Notes, and Class A-1 Notes
remains on review for possible further action.


EDUCATION RESOURCES: Organizational Meeting Set for Tomorrow
------------------------------------------------------------
Phoebe Morse, the United States Trustee for Region 1, will
convene an organizational meeting in The Education Resources,
Institute, Inc.'s Chapter 11 case at 1:00 p.m. on Wednesday,
April 30, 2008.  The meeting will be held in Room 1190, Thomas P.
O'Neill, Jr. Federal Building, at 10 Causeway Street, in Boston,
Massachusetts.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's bankruptcy
case.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  However, a Debtor's representative
will attend and provide background information regarding the
cases.

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


FIELDSTONE MORTGAGE: S&P Downgrades Ratings on Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 79
classes of asset-backed certificates issued by 17 Fieldstone
Mortgage Investment Trust, ABFC Trust, Asset Backed Securities
Corp., Meritage Mortgage Loan Trust, and Structured Asset
Investment Loan Trust series.  At the same time, S&P removed its
ratings on 20 of these classes from CreditWatch negative.   
Concurrently, S&P placed its ratings on 25 classes on CreditWatch
with negative implications, and affirmed its ratings on the
remaining 80 classes from these transactions.  These classes in
the affected transactions are secured primarily by U.S. subprime
mortgage loan collateral.
     
The downgrades affecting the transactions from the 2005 vintage
reflect reduced credit enhancement due to monthly realized losses,
as well as a high amount of loans that are considered severely
delinquent (90-plus days, foreclosures, and REOs).  As of the
March 2008 remittance period, cumulative losses for the 2005
vintage transactions, as a percentage of the original pool
balances, ranged from 1.11% (ABFC series 2005-HE1) to 3.60%
(Meritage series 2005-2).  The increasing amount of loans that are
severely delinquent suggests that losses will continue to exceed
excess interest and further compromise credit support.  Severe
delinquencies, as a percentage of the current pool balances,
ranged from 21.14% (Asset Backed Securities Corp. series 2005-HE1)
to 41.82% (Meritage series 2005-2).  The increase in the dollar
amount of severe delinquencies since the April 2007 remittance
ranged from 27.17% (ABFC series 2005-HE1) to 156.65% (ABFC series
2005-WMC1).  Class B-1 from ABFC series 2005-WMC1 experienced a
principal write-down of $52,243, prompting S&P to lower the rating
on the security to 'D'.
     
S&P removed its ratings on 20 of the downgraded classes from
CreditWatch negative.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on CreditWatch
negative.  S&P lowered its rating on class M9 from Asset Backed
Securities Corp.'s series 2005-HE1 to 'B' and removed it from
CreditWatch negative because S&P does not anticipate any rating
further actions on this class in the near future.
    
S&P placed its ratings on 25 classes on CreditWatch negative.
While S&P believes the amount of credit enhancement for these
classes may be insufficient to cover projected losses, S&P will
not initiate additional rating actions until it completes
additional analysis.  S&P will further evaluate and compare the
date of projected defaults with the projected payoff dates, as
well as the relationships between projected credit support and
projected losses throughout the remaining life of each
certificate.
     
All of the lowered ratings affecting the transactions from the
2006 vintage reflect principal write-downs or the complete erosion
of credit support.  Given these factors, S&P lowered its ratings
on these classes to 'D'.  As of the March 2008 remittance period,
credit support for class M-11 from Fieldstone Mortgage Investment
Trust's series 2006-1 had been depleted.  As of the March
remittance, class M8 from Structured Asset Investment Loan Trust's
series 2006-2 had experienced principal write-downs totaling
$942,299; class B1 from Structured Asset Investment Loan Trust's
series 2006-BNC2 had experienced principal write-downs totaling
$3,773,306; and class M10 from Asset Backed Securities Corp.'s
series NC 2006-HE4 had experienced principal write-downs totaling
$5,307,122.
     
The 86 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels despite
the negative trends in the underlying collateral for these deals.
     
Subordination, overcollateralization, and excess spread provide
credit support for all of the affected series.  The collateral for
these transactions primarily consists of subprime, adjustable- and
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.

                          Ratings Lowered

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE1            M-7        04542BKY7     B              BBB+
2005-HE1            M-8        04542BKZ4     CCC            BBB
2005-HE1            M-9        04542BLA8     CCC            BBB-
2005-HE1            B-3        04542BLD2     CC             CCC
2005-WMC1           M-6        04542BPJ5     B              A+
2005-WMC1           M-7        04542BPK2     CCC            A+
2005-WMC1           M-8        04542BPL0     CCC            A
2005-WMC1           M-9        04542BPM8     CCC            BBB
2005-WMC1           M-10       04542BPN6     CC             B
2005-WMC1           M-11       04542BPP1     CC             B
2005-WMC1           M-12       04542BPQ9     CC             CCC
2005-WMC1           B-1        04542BPR7     D              CCC

                  Asset Backed Securities Corp.

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
NC 2006-HE4          M10        04544GAS8     D              CC

        Asset Backed Securities Corp. Home Equity Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE2            M5         04541GQF2     BB             BBB+
2005-HE2            M6         04541GQG0     B              BBB
2005-HE3            M8         04541GRB0     B              BBB
2005-HE3            M11        04541GRE4     CC             CCC
2005-HE4            M9         04541GRT1     B              BBB-
2005-HE4            M10        04541GRX2     CCC            BB+
2005-HE5            M7         04541GSP8     BBB-           A-
2005-HE5            M8         04541GSQ6     B              BBB+
2005-HE5            M12        04541GSU7     CC             CCC
2005-HE6            M5         04541GTP7     BBB-           A
2005-HE6            M6         04541GTQ5     B              A-
2005-HE6            M7         04541GTR3     CCC            BBB+
2005-HE6            M9         04541GTT9     CCC            BB
2005-HE6            M10        04541GSY9     CCC            B
2005-HE6            M11        04541GSZ6     CC             CCC

                 Fieldstone Mortgage Investment Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-1              M-11       31659TFL4     D              CCC

                    Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-6        59001FCW9     B              A+
2005-2              M-11       59001FDB4     CC             CCC

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             M4         86358EZB5     CCC            A+
2005-10             M5         86358EZC3     CCC            A
2005-10             M6         86358EZD1     CC             BB
2005-10             B1         86358EZH2     CC             CCC
2005-10             B2         86358EZK5     CC             CCC
2005-10             M9         86358EZG4     CC             CCC
2005-8              M4         86358EXT8     CCC            BBB+
2005-8              M5         86358EXU5     CCC            BBB
2005-8              M6         86358EXV3     CCC            BB
2005-8              M7         86358EXW1     CC             B
2005-8              M8         86358EXX9     CC             CCC
2005-8              M9         86358EXY7     CC             CCC
2005-9              M4         86358EYJ9     CCC            A+
2005-9              M5         86358EYK6     CCC            BBB+
2005-9              M6         86358EYL4     CCC            BB
2005-9              M7         86358EYM2     CCC            BB
2005-9              M8         86358EYN0     CC             B
2005-9              B1         86358EYQ3     CC             CCC
2005-9              M9         86358EYP5     CC             CCC
2005-HE1            M4         86358EUY0     BB             A+
2005-HE1            M5         86358EUZ7     B-             A
2005-HE1            M6         86358EVA1     CCC            BBB
2005-HE1            M7         86358EVB9     CC             B
2005-HE1            M8         86358EVC7     CC             B
2005-HE1            B1         86358EVE3     CC             CCC
2005-HE1            M9         86358EVD5     CC             CCC
2006-2              M8         86358EF76     D              CC
2006-BNC2           B1         86358GAQ4     D              CC

              Ratings Placed on CreditWatch Negative

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        04542BPG1     AA/Watch Neg   AA
2005-WMC1           M-5        04542BPH9     AA-/Watch Neg  AA-

                   Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-5        59001FCV1     AA-/Watch Neg  AA-

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             A1         86358EYT7     AAA/Watch Neg  AAA
2005-10             A2         86358EYU4     AAA/Watch Neg  AAA
2005-10             A4         86358EYW0     AAA/Watch Neg  AAA
2005-10             A-5        86358EYX8     AAA/Watch Neg  AAA
2005-10             A6         86358EZJ8     AAA/Watch Neg  AAA
2005-10             M1         86358EYY6     AA+/Watch Neg  AA+
2005-10             M2         86358EYZ3     AA/Watch Neg   AA
2005-10             M3         86358EZA7     AA-/Watch Neg  AA-
2005-8              A3         86358EXN1     AAA/Watch Neg  AAA
2005-8              A4         86358EXP6     AAA/Watch Neg  AAA
2005-8              M1         86358EXQ4     AA+/Watch Neg  AA+
2005-8              M2         86358EXR2     AA/Watch Neg   AA
2005-8              M3         86358EXS0     AA-/Watch Neg  AA-
2005-9              A1         86358EYA8     AAA/Watch Neg  AAA
2005-9              A2         86358EYB6     AAA/Watch Neg  AAA
2005-9              A3         86358EYC4     AAA/Watch Neg  AAA
2005-9              A5         86358EYE0     AAA/Watch Neg  AAA
2005-9              A6         86358EYS9     AAA/Watch Neg  AAA
2005-9              M1         86358EYF7     AA+/Watch Neg  AA+
2005-9              M2         86358EYG5     AA/Watch Neg   AA
2005-9              M3         86358EYH3     AA-/Watch Neg  AA-
2005-HE1            M3         86358EUX2     AA-/Watch Neg  AA-

       Ratings Lowered and Removed From CreditWatch Negative

                            ABFC Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            B-1            CCC         BB+/Watch Neg
    2005-HE1            B-2            CC          BB/Watch Neg

     Asset Backed Securities Corporation Home Equity Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            M9             B           BBB-/Watch Neg
    2005-HE1            M10            CCC         BB+/Watch Neg
    2005-HE2            M7             CCC         BBB-/Watch Neg
    2005-HE2            M8             CCC         BB+/Watch Neg
    2005-HE3            M9             CCC         BBB-/Watch Neg
    2005-HE3            M10            CCC         BB+/Watch Neg
    2005-HE4            M11            CCC         BB/Watch Neg
    2005-HE4            M12            CC          BB/Watch Neg
    2005-HE5            M9             CCC         BBB/Watch Neg
    2005-HE5            M10            CCC         BBB-/Watch Neg
    2005-HE5            M11            CC          BB/Watch Neg
    2005-HE6            M8             CCC         BBB/Watch Neg

                   Meritage Mortgage Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-2              M-7            CCC         A/Watch Neg
    2005-2              M-8            CCC         BBB+/Watch Neg
    2005-2              M-9            CCC         BB/Watch Neg
    2005-2              M-10           CC          B/Watch Neg

               Structured Asset Investment Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-10             M7             CC          BB/Watch Neg
    2005-10             M8             CC          B/Watch Neg

                        Ratings Affirmed

                            ABFC Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M-1        04542BKS0     AA+
          2005-HE1            M-2        04542BKT8     AA
          2005-HE1            M-3        04542BKU5     AA-
          2005-HE1            M-4        04542BKV3     A+
          2005-HE1            M-5        04542BKW1     A
          2005-HE1            M-6        04542BKX9     A-
          2005-WMC1           A-1        04542BNX6     AAA
          2005-WMC1           A-2C       04542BPA4     AAA
          2005-WMC1           A-2D       04542BPB2     AAA
          2005-WMC1           A-2MZ      04542BPC0     AAA
          2005-WMC1           M-1        04542BPD8     AA+
          2005-WMC1           M-2        04542BPE6     AA+
          2005-WMC1           M-3        04542BPF3     AA

     Asset Backed Securities Corporation Home Equity Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M1         04541GPH9     AA+
          2005-HE1            M2         04541GPJ5     AA
          2005-HE1            M3         04541GPK2     AA-
          2005-HE1            M4         04541GPL0     A+
          2005-HE1            M5         04541GPM8     A
          2005-HE1            M6         04541GPN6     A-
          2005-HE1            M7         04541GPP1     BBB+
          2005-HE1            M8         04541GPQ9     BBB
          2005-HE1            M11        04541GPT3     CCC
          2005-HE2            M1         04541GQB1     AA
          2005-HE2            M2         04541GQC9     AA-
          2005-HE2            M3         04541GQD7     A
          2005-HE2            M4         04541GQE5     A-
          2005-HE3            A1         04541GQN5     AAA
          2005-HE3            A2B        04541GQQ8     AAA
          2005-HE3            A5         04541GQT2     AAA
          2005-HE3            M1         04541GQU9     AA+
          2005-HE3            M2         04541GQV7     AA
          2005-HE3            M3         04541GQW5     AA-
          2005-HE3            M4         04541GQX3     A+
          2005-HE3            M5         04541GQY1     A
          2005-HE3            M6         04541GQZ8     A-
          2005-HE3            M7         04541GRA2     BBB+
          2005-HE4            A1         04541GRJ3     AAA
          2005-HE4            A2         04541GRU8     AAA
          2005-HE4            A2B        04541GRW4     AAA
          2005-HE4            M1         04541GRK0     AA+
          2005-HE4            M2         04541GRL8     AA
          2005-HE4            M3         04541GRM6     AA-
          2005-HE4            M4         04541GRN4     A+
          2005-HE4            M5         04541GRP9     A
          2005-HE4            M6         04541GRQ7     A-
          2005-HE4            M7         04541GRR5     BBB+
          2005-HE4            M8         04541GRS3     BBB
          2005-HE5            A1         04541GSD5     AAA
          2005-HE5            A1A        04541GSE3     AAA
          2005-HE5            A2         04541GSF0     AAA
          2005-HE5            A2A        04541GSG8     AAA
          2005-HE5            M1         04541GSH6     AA+
          2005-HE5            M2         04541GSJ2     AA
          2005-HE5            M3         04541GSK9     AA
          2005-HE5            M4         04541GSL7     AA-
          2005-HE5            M5         04541GSM5     A+
          2005-HE5            M6         04541GSN3     A
          2005-HE6            A1         04541GTD4     AAA
          2005-HE6            A1A        04541GTE2     AAA
          2005-HE6            A2B        04541GTG7     AAA
          2005-HE6            A2C        04541GTH5     AAA
          2005-HE6            A2D        04541GTJ1     AAA
          2005-HE6            M1         04541GTK8     AA+
          2005-HE6            M2         04541GTL6     AA
          2005-HE6            M3         04541GTM4     AA-
          2005-HE6            M4         04541GTN2     A+

                   Meritage Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-2              I-A1       59001FCL3     AAA
          2005-2              II-A2      59001FCN9     AAA
          2005-2              II-A3      59001FCP4     AAA
          2005-2              M-1        59001FCR0     AA+
          2005-2              M-2        59001FCS8     AA+
          2005-2              M-3        59001FCT6     AA
          2005-2              M-4        59001FCU3     AA

               Structured Asset Investment Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            A2         86358EUN4     AAA
          2005-HE1            A5         86358EUR5     AAA
          2005-HE1            A6         86358EUS3     AAA
          2005-HE1            A7         86358EUT1     AAA
          2005-HE1            A8         86358EUU8     AAA
          2005-HE1            M1         86358EUV6     AA+
          2005-HE1            M2         86358EUW4     AA


FORD CREDIT: Moody's Puts 'Ba1' Rating on $31.5 Mil. Class D Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings of Prime-1 to the Class
A-1 Notes, Aaa to each of the Class A-2 through A-4 notes, Aa3 to
the Class B notes, A3 to the Class C notes, and Ba1 to the Class D
notes issued by Ford Credit Auto Owner Trust 2008-B.

The complete rating action is:

Ford Credit Auto Owner Trust 2008-B

  -- $390,000,000 2.76579% Class A-1 asset-backed notes, rated
     Prime-1.

  -- $497,900,000 1 Month Libor+1.20% Class A-2 asset-backed
     notes, rated Aaa.

  -- $359,200,000 4.28% Class A-3a asset-backed notes, rated Aaa.

  -- $80,000,000 1 Month Libor+1.62% Class A-3b asset-backed
     notes, rated Aaa.

  -- $120,700,000 4.95% Class A-4a asset-backed notes, rated Aaa.

  -- $50,000,000 1 Month Libor+2.00% Class A-4b asset-backed
     notes, rated Aaa.

  -- $47,300,000 5.88% Class B asset-backed notes, rated Aa3.

  -- $31,500,000 6.65% Class C asset-backed notes, rated A3.

  -- $31,500,000 8.10% Class D asset-backed notes, rated Ba1.

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, the reserve account of 0.50% (which is fully
funded at closing and benefits all classes of securities), and the
experience of Ford Motor Credit Company as servicer.


FORD MOTOR: Shareholder Tracinda Offers to Buy 20MM Ford Stake
--------------------------------------------------------------
Tracinda Corporation intends to make a cash tender offer for up to
20 million shares of common stock of Ford Motor Company at a price
of $8.50 per share.  The offer price represents a 13.3% premium
over Ford's closing stock price of $7.50 on April 25, 2008 and a
38.7% premium over Ford's closing stock price on April 2, 2008,
the day upon which Tracinda began accumulating shares in the
company.

The shares to be purchased pursuant to the offer represent
approximately 1% of the outstanding shares of Ford common stock.
Tracinda Corporation, of which Kirk Kerkorian is the sole
shareholder, currently owns 100 million shares of Ford common
stock, which represents approximately 4.7% of the outstanding
shares.  Tracinda's average cost for such shares is approximately
$6.91 per share.  Upon completion of the offer, Tracinda would
beneficially own 120 million shares of Ford common stock, or
approximately 5.6% of the outstanding shares.

Mr. Kerkorian paid an initial $691 million and intends to disburse
another $170 million, Bill Koenig and Jeff Green of Bloomberg News
report.

According to Ford Executive Chairman Bill Ford and Ford President
and CEO Alan Mulally: "We welcome confidence in Ford and the
progress we are making on our transformation plan.  Any investor
can purchase Ford shares, which are sold on the open market.  The
Ford team remains focused on executing our plan to transform Ford
into a lean global enterprise delivering profitable growth for
all."

Tracinda has been following Ford closely since the company
released its fourth quarter 2007 results which indicated that
Ford's management was starting to achieve highly meaningful
traction in its turnaround efforts.  Last week this was reinforced
by Ford's first quarter 2008 results, achieved despite the
difficult U.S. economic environment.  Tracinda believes that Ford
management under the leadership of Chief Executive Officer Alan
Mulally will continue to show significant improvements in its
results going forward.

As reported in the Troubled Company Reporter on April 25, 2008,
Ford reported net income of $100 million for the first quarter of
2008.  This compares with a net loss of $282 million in the first
quarter of 2007.

Once the tender offer is commenced, offering materials will be
mailed to Ford stockholders and filed with the Securities and
Exchange Commission.  Ford stockholders are urged to read the
offering materials when they become available because they will
contain important information.

The tender offer will be subject to customary conditions for
transactions of this type, including expiration of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.  Tracinda's offer will not be subject to
financing.

However, analysts warn Ford on Tracinda's designs on the
automaker, Matthew Dolan and Jeff Bennett of The Wall Street
Journal relate.  JP Morgan Stanley & Co. Inc.'s Jonathan Steinmetz
predicts that like General Motors Corp., Tracinda might, at first,
be a passive shareholder, but will later seek a board seat,
criticize management leadership skills and instigate the sale of
non-core assets or potential industry consolidation.  The
shareholder will eventually pull out from the company.

According to WSJ citing Peter Nesvold of Bear Stearns, Tracinda
first bought a stake, in both automakers, of just under 5% and
then offered to buy additional stake at a 13% premium.

Bloomberg recounts that Ford's trading stock rose 10% in the New
York Stock Exchange on Monday.

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.


FORD MOTOR: Inks Master Economics Offer Agreement with CAW
----------------------------------------------------------
Following early background negotiations, Ford Motor Company of
Canada Ltd. and the Canadian Auto Workers union have reached an
agreement on a Master Economics Offer that will now become the
centerpiece of all-out collective bargaining aimed at reaching a
tentative agreement between the two sides later this week.

For a full tentative agreement to be reached, agreement also must
now be attained on all local agreements, such as skilled trades,
health and safety.  That tentative agreement must then be ratified
by CAW members at all Canadian locations.  The current collective
agreement expires at midnight September 16.  The Master Economics
Offer was endorsed unanimously by members of the CAW-Ford Master
and local bargaining committees at a special meeting in Toronto on
Monday.

Highlights of the Master Economics Offer:

   * Three year contract, expiring midnight Sept. 14, 2011;

   * No changes in base wages;

   * No two-tier system for wages, pensions or benefits;

   * Extended the life of the St. Thomas assembly plant through
     life of agreement (to 2011) The product commitment was
     scheduled to end in 2010;

   * COLA payments frozen for remainder of current contract, and
     first year of the new contract.  Quarterly COLA wage
     adjustments resume under existing formula Dec. 2009;

   * $2200 "productivity & quality" bonus to be paid upon
     ratification;

   * Inflation-indexed pension increases for both existing and new
     retirees in second and third year;

   * Significant savings in health costs (stricter cap on long-
     term care, 10% co-pay on drugs to $250 annual maximum per
     family);

   * Modest improvements in health benefits and spousal insurance
     benefit;

   * New-hire grow-in system, where wages, COLA, SUB benefits, and
     time-off provisions are phased in (starting at 70% of base
     wages) over the first three years of work; after three years,
     wages reach 100% of base wages;

   * Reduction in vacation pay by 40 hours per year, compensated
     with special $3500 cash payment in January 2009;

   * Improved restructuring benefits and renewed income security
     funds;

   * Commitment to explore Canadian opportunities to establish a
     pre-funded, off-balance-sheet Retiree Health Benefit Fund.

The offer includes a mixture of modest gains and cost savings that
in the CAWs judgment will ensure that Canadian facilities over
the life of the agreement will remain in the ballpark for new
investment opportunities.

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.


FORT DENISON: Declining Credit Quality Cues Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
of notes issued by Fort Denison Funding, Ltd., and left on review
for possible further downgrade rating of one of these classes of
notes:

Class Description: $225,000,000 Class A-1 Floating Rate Notes Due
2047

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

Class Description: $60,000,000 Class A-2a Floating Rate Notes Due
2047

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

Class Description: $80,000,000 Class A-2b Floating Rate Notes Due
2047

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

Class Description: $41,000,000 Class B Floating Rate Notes Due
2047

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

Fort Denison Funding, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.   
On Dec. 11, 2007 the transaction experienced an event of default
caused by a failure of the Class A Overcollateralization Ratio to
be greater than or equal to the required amount set forth in
Section 5.1(d) of the Indenture dated Feb. 14, 2007.  That event
of default is continuing.  Also, Moody's has received notice from
the Trustee that it has been directed by a majority of the
controlling class to declare the principal of and accrued and
unpaid interest on the Notes and the Class C Loan to be
immediately due and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of Class A-1 Notes
issued by Fort Denison Funding, Ltd is on review for possible
further action.


FORTUNOFF: Morrison & Foerster is Committee's Substitute Counsel
----------------------------------------------------------------
Judge James M. Peck has authorized the Official Committee of
Unsecured Creditors of Fortunoff Fine Jewelry and Silverware LLC
to retain Morrison & Foerster LLP in substitution of Otterbourg
Steidler Houston & Rosen PC, effective March 6, 2008.

Otterbourg will be entitled to reasonable compensation for
services undertaken as proposed Committee counsel for the period
Feb. 7, 2008, to March 26, 2008, including reimbursement of
actual and necessary expenses.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since   
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns       
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


FORTUNOFF: Names Christopher Sim as Chief Financial Officer
-----------------------------------------------------------
Charles Chinni, chairman and chief executive officer of Fortunoff
Fine Jewelry and Silverware LLC, has appointed Christopher Sim as
executive vice president and chief financial officer, The Paramus
Post reports.

NRDC Equity Partners LLC has bought all the assets for Debtor
Fortunoff Fine Jewelry and Silverware, L.L.C., and its
affiliates, including Debtors' rights in and to the "Fortunoff"
and "The Source" trademarks.  NRDC Equity had appointed Mr.
Chinni, chairman and CEO.

According to the newspaper, Mr. Sim's expertise will facilitate
Fortunoff's retail expansion.

Before joining Fortunoff, Mr. Sim was formerly a senior vice
president at Saks Incorporated.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since   
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns       
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


FRONTIER AIRLINES: Trustee Appoints Seven-Member Creditors Panel
----------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, appoints
seven members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Frontier Airlines Holdings Inc., and its
debtor-affiliates.

The Creditors Committee members are:

   (a) US Bank National Association
       Corporate Trust Services
       EX-NY-WALL
       100 Wall Street, Suite 1600
       New York, NY 10005
       Attn: James E. Murphy, Vice President

   (b) Credit Suisse Securities (USA) LLC
       11 Madison Avenue
       New York, New York 10010
       Attn: Douglas Teresko, Director

   (c) AQR Capital
       Two Greenwich Plaza, 1st Floor
       Greenwich, Connecticut 06830
       Attn: Mark Mitchell, Principal

   (d) Republic Airlines, Inc.
       8909 Purdue Road, Suite 300
       Indianapolis, Indiana 46268
       Attn: Timothy P. Dooley, Vice President

   (e) Airbus, S.A.S
       Airbus North America
       Customer Services, Inc.
       c/o Airbus Americas, Inc.
       198 Van Buren St., Ste 300
       Herndon, VA 20170
       Attn: R. Douglas Greco, Vice President

   (f) Frontier Airlines Pilots Association
       18300 E. 71st Ave., Suite 140
       Denver, Colorado 80249
       Attn: John Stemmler, President

   (g) Goodrich Corporation
       Four Coliseum Centre
       2730 West Tyvola Road
       Charlotte, North Carolina 28217-4578
       Attn: Beth E. Hansen, Counsel

The organizational meeting of creditors in Frontier Airlines'
Chapter 11 cases was held on April 24, 2008, 11:00 a.m., at The
Westin New York at Times Square, 270 West 43rd Street, in
New York.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtor concerning the administration of
       the bankruptcy case;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Former Unit Delphi Wants $650 Million GM Credit
---------------------------------------------------------------
Delphi Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to:

   (i) obtain extensions of credit of up to $650 million from   
       General Motors Corp. and

  (ii) pay undisclosed fees in connection with the loan.

Delphi has filed with the Court a draft of its agreement with GM,
pursuant to which a GM affiliate will provide $650 million in
advances to Delphi.  GM has agreed to make accommodations in the
form of the advances, in anticipation of the effectiveness of
their Master Restructuring Agreement and Global Settlement
Agreement, both dated Sept. 6, 2007, and amended Dec. 7, 2007.

The April 24 draft of the parties' agreement provides for these
terms:

   Borrower             Delphi Corp.

   Guarantors           Other Debtors

   Lender               General Motors Corp.

   Commitment           GM will provide loans to Delphi beginning
                        May 7, 2008:

                         (a) prior to June 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $200,000,000,

                         (b) from and after June 1, 2008, and
                             prior to July 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $300,000,000
                             and

                         (c) from and after July 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $650,000,000.

   Scheduled
   Termination Date     The earliest of (a) Dec. 31, 2008, (b)
                        the date on or after the effectiveness of
                        the amendments to each of the Master
                        Restructuring Agreement and the Global
                        Settlement Agreement, on which GM or its
                        affiliates has paid to or for the credit
                        or the account of the Debtors from and
                        after the Effective Date an amount equal
                        to or greater than $650,000,000 in the
                        aggregate under the agreements and (c)
                        the date on which a Reorganization Plan
                        becomes effective.

   Covenants            The parties agree to, among other things,
                        use their good-faith, commercially
                        reasonable efforts to (a) negotiate and
                        enter into amendments to each of the
                        Global Settlement Agreement and Master
                        Restructuring Agreement as soon as
                        practicable (the parties desire to enter
                        into amendments on or prior to July 1,
                        2008), and (b) obtain the consent of
                        Delphi's statutory committees with
                        respect to the amendments.

   Interest Rates       Adjusted LIBO Rate plus [__]%  

   Interest Payments    Interest payment date will mean the last
                        day of each March, June, September and
                        December, commencing Sept. 30, 2008.

   Default Interest     Rate for Advances plus 2.0%.

   Priority             The Debtors' obligations to GM will
                        constitute allowed claims having priority
                        pursuant to Section 503(b)(1) of the
                        Bankruptcy Code.  GM's set-off rights
                        will rank ahead of general unsecured
                        claims at all times.

   Conditions to
   Effectiveness        The GM Agreement will be effective, when,
                        among other things, the Court approves
                        an amendment to the Amended and Restated
                        Revolving Credit, Term Loan and Guaranty
                        Agreement, dated as of Nov. 20, 2007,
                        originally signed by JPMorgan Chase Bank,
                        N.A., as administrative agent, and  
                        Citicorp USA, Inc., which amendment will
                        extend the termination date thereunder to
                        a date no earlier than Dec. 31, 2008.

Delphi's request to obtain extensions of credit from GM is
scheduled for hearing on April 30.  Objections are due April 28.

The final terms of the GM Agreement is subject to negotiations
between GM and the Debtors.  A copy of the current form of the
Agreement is available for free at:

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

                       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.

(Delphi Bankruptcy News, Issue No. 126; 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 April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


GENERAL MOTORS: Moody's Gives Negative Outlook; Keeps 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for General
Motors Corporation to negative from stable, but affirmed the
company's B3 corporate family rating and its SGL-1 speculative
grade liquidity rating.

The change in outlook reflects Moody's concerns that GMAC LLC's
ability to provide retail and wholesale funding in support of GM's
automotive operations may be eroded by the operating weakness at
its subsidiary, ResCap LLC.  GMAC's long-term rating was lowered
to B2 from B1 and remains under review for further possible
downgrade because of the risks that ResCap poses for GMAC's
capital position and liquidity profile.  Moody's believes that in
order for ResCap to have continued access to debt capital, GMAC
may be required to provide additional indications of support for
the unit and that it is likely to do so.  This support, however,
could weaken GMAC's own credit profile and limit its ability to
access the secured and unsecured debt markets.

Moody's recognizes that GMAC retains a large cash position and
sizable committed credit facilities that can support a significant
portion of anticipated new receivable originations.  In addition,
should GMAC's ability to fund originations be constrained by
reduced access to debt capital, third party lenders would likely
remain willing to fund higher-quality GM retail receivables.   
Nevertheless, Moody's views the potential erosion in GMAC's credit
profile and its ability to fund retail and wholesale receivables
as a material risk factor for GM.

Bruce Clark, senior vice president with Moody's, said that "GMAC
has always filled a critical role in supporting GM's retail sales,
and anything that lessens its ability to provide that support is a
negative for GM.  We think that one of the tradeoffs for GMAC's
potential support of ResCap is an erosion in its ability to
support GM's retail sales."

Additional factors contributing to the negative outlook are the
considerable cash requirements that GM will face during 2008 and
2009.  By 2010, GM has the potential to generate positive cash
flow due, in part, to the considerable savings that will begin to
be realized from the UAW-managed health care plan established as
part of the 2007 labor contract.  Going into 2008, GM's gross
liquidity consisted of approximately $27.3 billion in cash and
$7.3 billion in committed credit facilities.  These liquidity
resources support the company's SGL-1 speculative grade liquidity
rating by providing substantial coverage of all cash requirements
likely to arise during the coming twelve months.  These
requirements include: ongoing minimum levels of cash required to
fund intra-month working capital requirements that can approximate
5%-6% of revenues in the automotive OEM sector; scheduled debt
repayments; a large operating cash burn associated with declining
industry volumes in North America; and anticipated restructuring
expenditures at both GM and Delphi.  GM could also be faced with
additional cash expenditures related to a resolution of the
American Axle -UAW contract negotiations, Delphi's bankruptcy
emergence plans, or capital contributions to GMAC.

Mr. Clark noted that, "A critical element of GM's strategy is to
maintain enough liquidity to bridge the large cash consumption
requirements of 2008 and 2009, until significantly lower health
care expenditures start to occur in 2010.  Our key credit concern
is that while this liquidity bridge is pretty robust through 2008,
it could become more tenuous as the company gets in into the
latter half of 2009.  We'll continue to focus a lot of our
attention on GM's liquidity and its adequacy to get the company to
2010."

Although GM's approximately $34.6 billion in gross liquidity will
amply cover all of 2008's cash requirements, the resulting level
of liquidity available to cover 2009's requirements will be
significantly reduced.  Moreover, Moody's remains concerned that
absent a material rebound in North American automotive demand,
GM's 2009 cash requirements have the potential to strain the
liquidity resources the agency expects to be available at that
time.  As a result Moody's will closely monitor GM's operating
performance, the magnitude of cash needs, and the prevailing
market conditions through the coming nine months in order to gauge
the likely sufficiency of the company's liquidity resources to
fund all requirements during 2009.  Over the course of this nine-
month period, indications that cash requirements are exceeding
expectations would likely lead to a lowering of the company's
speculative grade liquidity rating.  An unabated erosion in the
liquidity profile would likely be a precursor to a downgrade of
the company's long-term ratings.  Conversely, evidence that GM's
intermediate term cash requirements are lower than anticipated and
that the resulting liquidity position will adequately cover 2009's
requirements would contribute to a stabilization of the rating
outlook.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's second-largest automotive manufacturer.


GENERAL MOTORS: Chief Says Delphi's Ch. 11 Exit to be Delayed
-------------------------------------------------------------
According to XFN-ASIA and Thomson Financial, General Motors Corp.
Chief Executive Rick Wagoner acknowledged to reporters at the
Beijing Auto Show that Delphi Corp.'s emergence from Chapter 11
protection is "unlikely to be imminent."

Delphi was already set to exit Chapter 11 in April following the
successful syndication of its $6,100,000,000 exit financing, but
an investor group, led by Appaloosa Management, LLP, withdrew
from its prior commitment to provide up to $2,550,000,000 in
equity financing to Delphi.

"The major investor indicated that they wouldn't proceed with
their commitment to do the investment, so now Delphi has to go
back and try and restructure the financing.  The good news was
that in a very difficult financial market they were able to
arrange adequate debt financing to come out," Mr. Wagoner said.

"Delphi needs to come up with a different mix of financing
structure to get investors who are interested.  I don't think
this is something we will see resolved imminently, but a lot of
the hard work to get out of bankruptcy . . . has been done so
there's a good base to build on here," he said.

                       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.

(Delphi Bankruptcy News, Issue No. 125; 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 April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


GOLDSPRING INC: March 31 Balance Sheet Upside-Down by $15,640,737
-----------------------------------------------------------------
Goldspring Inc.'s consolidated balance sheet at March 31, 2008,
showed $3,919,325 in total assets and $19,560,062 in total
liabilities, resulting in a $15,640,737 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $919,917 in total current assets
available to pay $18,221,496 in total current liabilities.

The company reported a net loss of $1,037,120 for the first
quarter ended March 31, 2008, compared with a net loss of
$1,121,916 for the same period in 2007.

In the first quarter of 2007, the company decided to temporarily
cease mining activity due to insufficient funds to run operations.

As a result, the company had zero revenues in the first quarter of
2008, compared to operating revenues of $199,905 in the same
period last year.

Assuming sufficient funds are raised in a timely manner, the
company's goal would be to reopen the mine during the second half
of 2008.  In order to resume production, the company must complete
a reserve report certified by a qualified third party; complete a
comprehensive mine plan; and complete a mining schedule, all of
which are dependent upon ability to secure sufficient funds to
procure the mining fleet.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2b35

                     Going Concern Disclaimer

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Goldspring Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's operating and
liquidity concerns, and accumulated deficit approximating
$32,000,000 as of Dec. 31, 2007.

During the three months ended March 31, 2008, the company incurred
a net loss of $1,037,120.  Further, the company has inadequate
working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of
certain stockholders.

                       About Goldspring Inc.

Headquartered in Virginia City, Nevada, Goldspring Inc. (OTC BB:
GSPG) -- http://www.goldspring.us/-- is an emerging North  
American precious metals mining company with a fully permitted
gold and silver test mine in northern Nevada.


GREENVILLE CASUALTY: A.M. Best Keeps 'bb+' Issuer Credit Rating
---------------------------------------------------------------
A.M. Best Co. affirmed the financial strength rating of B (Fair)
and issuer credit rating of "bb+" of Greenville Casualty Insurance
Company.  The outlook for both ratings has been revised to
positive from stable.

The rating affirmations reflect Greenville's premium volatility,
historically elevated expense structure and product and geographic
concentrations, which are characteristics of its limited business
profile.  However, these rating factors are partially offset by
Greenville's low underwriting leverage, favorable loss experience
and highly liquid balance sheet.

The positive outlook reflects A.M. Best's expectation that
Greenville's improved operating results and level of
capitalization will continue to trend favorably as management
implements its gradual product and geographic expansion.


HC INNOVATIONS: Carlin Charron Raises Substantial Doubt
-------------------------------------------------------
Carlin, Charron & Rosen, LLP, in Glastonbury, Conn., raised
substantial doubt on HC Innovations, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm pointed to the company's negative working
capital, net losses for the two years then ended, and accumulated
deficit.

For the year ended Dec. 31, 2007, the company reported a
$10,722,810 net loss on $12,880,723 of net revenues as compared
with a $3,250,665 net loss on $6,166,092 of net revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $10,182,538
in total assets, $8,757,582 in total liabilities, and $1,424,956
in total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $6,204,376 in total current assets available to pay
$8,226,865 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased more
than 3x to $15,969,774 from $5,246,964 at Dec. 31, 2006.

                         Subsequent Events

Convertible Debt

During the first quarter of 2008, the company received an
additional $425,000 in connection with the issuance of convertible
debt. Of this amount, $250,000 has been issued to the company's
chairman of the board.

Appointment of the Board of Directors

On March 21, 2008, the company appointed four new members to its
board of directors, bringing the total number of directors to
five.  The company appointed James Bigl, who was appointed as the
chairman of the board; Richard Rakowski, Orlo L. Dietrich, and
Jeffrey L. Zwicker, the company's former chief financial officer
and former chief operating officer.

Each director received stock options to purchase 250,000 shares of
the company's common stock for being appointed to the board.  The
issuance of the options to each director is contingent upon the
director participating in a minimum of three board meetings per
year.  The company vested 50,000 options immediately, and the
remaining options vest in equal amounts of 50,000 options per year
over the next four years.  

The non-executive chairman of the board of directors received
additional options to purchase 50,000 shares of the company's
common stock for services as non-executive chairman.  All options
issued to the directors are issued pursuant to its 2008 incentive
compensation plan.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ac3

                       About HC Innovations

Based in Shelton, Conn., HC Innovations, Inc. (OTCBB: HCNV.OB) --
http://www.hcinnovationsinc.com/-- is a specialty care management  
company comprised of separate divisions each with a specific focus
and intervention.  Enhanced Care Initiatives, Inc., a wholly owned
subsidiary of HCI, was founded in 2002 and is the management
company for all HCI entities.  ECI has four wholly owned
subsidiaries operating in Tennessee, Texas, Massachusetts, and New
York.  ECI markets its proprietary specialty care management
programs for the medically frail and other costly sub-populations
to Health Maintenance Organizations and other managed care
organizations as well as state Medicaid departments.


HOOP HOLDINGS: Wants to Engage Gibson Dunn as Special Counsel
-------------------------------------------------------------
Hoop Holdings LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ  
Gibson Dunn & Crutcher LLP as special counsel.

The Debtors relate that prior to the bankruptcy filing, Gibson
Dunn represented Debtors' parent, The Children's Place Retail
Stores Inc., and the Debtors in a variety of matters including the
relationship and transaction with The Disney Company, the Debtors'
unsecured creditor.  

The Debtors add that the relationship with Disney is extremely
complex, involving a Licensing Agreement, a Service Agreement
between TCP and the Debtors, a Guaranty as to which the Debtors
and Disney are parties, and a number of related agreements and
transactions and that it would be extraordinarily expensive and
practically impossible for the new counsel to become familiar with
these matters in the time available to consummate a transaction
with Disney.

As special counsel, Gibson Dunn will advise the Debtors in matters
relating to transactions and legal issues with Disney and its
affiliates.

Gibson Dunn will also represent, upon the Debtors' request, in
litigation, if any, involving Disney and may consult on these
matters with other counsel representing the Debtors.

In addition, Gibson Dunn was requested to represent TCP in legal
matters.  

Janet M. Weiss, a partner at Gibson Dunn & Crutcher LLP, tells the
Court that the professional hourly rates are:

     Professional            Position      Hourly Rate
     ------------            --------      -----------
     Dennis J. Friedman      Partner          $990
     Jonathan M. Landers     Partner          $955
     Barbara L. Becker       Partner          $940
     Janet M. Weiss          Partner          $880
     Amy Davis               Associate        $695
     Eric D. Waters          Associate        $510
     Cindy C. Mahlberg       Associate        $465

Ms. Weiss relates that the Debtors paid Gibson Dunn an evergreen
retainer for services to be rendered and for reimbursement of
expenses to be incurred by the Debtors.  As of March 27, 2008, the
amount of the retainer was $253,000.

Ms. Weiss adds that TCP and the Debtors have agreed to allocate
common costs for matters relating to disney for which bothe TCP
and the Debtors share a common interest by each paying 50% of fees
and expenses incurred in connection with the cases.

Ms. Weiss assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                        About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 3 has
not appointed creditors to serve on an official committee of
unsecured creditors or examiner under these cases.  When the
Debtors' filed for protection against their creditors, they listed
assets and debts between $100 million to $500 million.


HURLEY MEDICAL: Fitch Keeps 'BB+' Rating on $67.1MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings affirmed the 'BB+' rating on Hurley Medical Center's
approximately $67.1 million revenue bonds, series 2003, 1998A, and
1998B.  The bonds were issued by the City of Flint Hospital
Building Authority.  Fitch has also revised Hurley's Rating
Outlook to Stable from Negative.

The rating affirmation and Outlook revision reflect recent
improvements in Hurley's operating profitability, driven by
revenue cycle improvements, programmatic adjustments, and more
effective staffing control.  Senior management's implementation of
consultant recommendations has reversed a multi-year decline in
operating and excess margins.  Fitch believes Hurley's improved
operating profile, combined with its relatively light debt load
and adequate liquidity, provides sufficient financial cushion to
the challenges associated with Hurley's status as a safety net
hospital, poor service area characteristics, and declining
inpatient volumes.  Hurley's stable market share, essentiality of
services (which include a Level I trauma program, Neonatal ICU,
Burn Unit, and Pediatric ICU), and strategic partnerships with
strong potential competitors in the larger service area are
additional sources of credit strength and stability.

For the six months ended Dec. 31, 2007, Hurley posted an operating
margin of negative 0.5% ($800,000 loss from operations) on net
revenues of $165.6 million, representing a material improvement
since fiscal 2006's operating margin of negative 3.9%
($13.5 million loss from operations) .  Excess margin and coverage
of maximum annual debt service by earnings before interest, taxes,
depreciation, and amortization show similar gains over the past 18
months.  For the first six months of fiscal 2008, these figures
were 0.1% and 2.1 times, respectively.

The profitability improvement mitigates concerns regarding the
potential deterioration of Hurley's balance sheet strength, which
is a primary positive credit factor.  Hurley's light debt load
(maximum annual debt service at 2.4% of net revenues) and adequate
liquidity (89.2 days cash on hand, 9x cushion ratio) provide a
stable financial basis for Hurley to meet its financial
commitments, provided management maintains its focus on
operational improvement.  However, Fitch notes that a speculative-
grade rating indicates that there is a possibility of additional
credit risk developing, particularly as the result of adverse
economic change over time.  A sustained freeze or reduction in
Medicaid funding levels, curtailment in supplemental payments for
indigent care, or an accelerated decline in the area's already
challenged economic and demographic status could result in
negative rating pressure if profitability suffers.

Other credit concerns include Hurley's unfavorable payor mix, with
Medicaid accounting for 33.5% of gross revenues for the six months
ended Dec. 31, 2007.  As expected, bad debt expense and charity
care levels are also elevated.  Although Hurley's average age of
plant is high at 15.4 years, and capital expenditures have
generally lagged depreciation expense, the large single-site
facility appears to be well maintained.  Additionally, Hurley has
budgeted capital expenditures to be 125% of depreciation expense
for fiscal 2008 and fiscal 2009, with the increase supporting
expanded capacities in interventional cardiology and
interventional radiology.  Admissions continue to mildly decline,
although market share is fairly stable.  Outpatient volumes are
also stable.

Hurley is a 461-bed acute care teaching hospital located in Flint,
Michigan.  Hurley had total operating revenues of $347.5 million
in fiscal 2007.  Hurley covenants to provide annual and quarterly
disclosure to bondholders through the Nationally Recognized
Municipal Securities Information Repositories.  Quarterly
disclosure includes financial statements (balance sheet, income,
and cash flow statements) and utilization statistics; however,
management discussion and analysis is not included.


IMPERIAL INDUSTRIES: Grant Thornton Raises Substantial Doubt
------------------------------------------------------------
Grant Thornton LLP in Fort Lauderdale, Fla., raised substantial
doubt on Imperial Industries, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

Grant Thornton said that "the industry in which the company is
operating has been impacted by a number of factors over the past
18 months and accordingly, it has experienced a significant
reduction in its sales volume.  In addition, for the year ended
Dec. 31, 2007, the company has a net loss of approximately $1.3
million."

For the year ended Dec. 31, 2007, the company reported a
$1,321,000 net loss on $53,853,000 of net sales as compared with
$2,898,000 of net income on $75,548,000 of net sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed $20,200,000
in total assets, $8,259,000 in total liabilities, and $11,941,000
in total stockholders' equity.

The company's accumulated deficit at Dec. 31, 2007, increased to
$2,780,000 from $1,459,000 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ac4

Based in Pompano Beach, Fla., Imperial Industries, Inc. (NASDAQ:
IPII) -- http://www.imperialind.com/-- manufactures and sells  
exterior and interior finishing wall coatings and mortar products
for the construction industry.  It als buys and resells building
materials from other manufacturers.  Sales of the company's and
other products are made to customers primarily in Florida and the
Southeastern United States through distributors and company-owned
distribution facilities.


INGRAM MICRO: Unveils Global Restructuring Plan, 1st Qtr. Results
-----------------------------------------------------------------
Ingram Micro Inc. reported financial results for the first quarter
ended March 29, 2008.  Net income for the first quarter was
$64.1 million, compared with $37.0 million in the year-ago period.  
The prior-year quarter included a charge of $33.8 million, which
was recorded to cost of sales for commercial taxes on software
imports in Brazil, as well as a benefit of approximately $0.02 per
diluted share from the favorable resolution of a U.S. tax audit.

Worldwide sales for the quarter were $8.58 billion, a 4% increase
from $8.25 billion in the prior-year period. The translation
impact of the relatively stronger foreign currencies had an
approximate six-percentage-point positive effect on comparisons to
the prior year.  

                    Wordlwide Restructuring Plan

"We're pleased with the performance of our Asia-Pacific and Latin
America regions, both of which grew at double-digit rates with
good operating leverage," said Greg Spierkel, chief executive
officer, Ingram Micro Inc.  "However, as we discussed in February,
softness in the economic environments in North America and Europe
is exerting pressure on our operations in those regions.  We've
made good progress on the expense-containment plan instituted
earlier this year, but additional steps are necessary in this
environment.  We are planning a restructuring in our Europe,
Middle East and Africa (EMEA) operations, primarily in the
regional headquarters, and made targeted reductions of office-
based positions in North America earlier this month.  We're
confident that the actions will improve productivity and
operational effectiveness without sacrificing customer service or
vendor relationships, or inhibiting profitable growth."

The planned actions are expected to generate $18 million to
$24 million of annualized savings, beginning in the second and
third quarters of 2008.  Costs associated with these actions are
expected to be approximately $11 million to $13 million, the
majority of which are expected to be incurred during the second
and third quarters of 2008.

According to The Associated Press, citing a company spokesperson,
the restructuring plan will affect about 60 jobs in the United
States and six in Canada.  AP adds that the job cuts in Europe,
Middle East and Africa are yet to be determined.

                Additional First Quarter Highlights

Regional Sales

North American sales were $3.29 billion (38% of total revenues),
essentially flat with the $3.28 billion posted a year ago.

EMEA sales were $3.07 billion (36% of total revenues), an increase
of 1% versus the $3.05 billion in the year-ago quarter.  The
translation impact of the relatively stronger European currencies
had an approximate 11-percentage-point positive effect on
comparisons to the prior year.

Asia-Pacific sales were $1.81 billion (21% of total revenues), an
increase of 16% versus the $1.57 billion reported in the year-ago
quarter.  The translation impact of the relatively stronger
regional currencies had an approximate 10-percentage-point
positive effect on comparisons to the prior year.

Latin American sales were $407 million (5% of total revenues), an
increase of 18% compared to the $346 million posted a year ago.

Gross Margin

Gross margin was 5.66%, an increase of 70 basis points versus the
prior-year quarter, driven by general business improvements in
every region.  In the prior-year quarter, the charge related to
Brazilian commercial taxes adversely affected the gross margin by
approximately 41 basis points.

Operating Expenses

Total operating expenses were $386.2 million or 4.50% of revenues
versus $335.1 million or 4.06% of revenues in the year-ago
quarter.  Softer sales growth due to the weaker-demand
environment, additional investments in people and infrastructure
to support our strategic initiatives, and growth in our fee-for-
services business had a negative impact on operating expenses as a
percent of revenues.

Operating Income

Worldwide operating income was $99.3 million or 1.16% of revenues.  
In the year-ago quarter, operating income was $73.7 million or
0.89% of revenues, which includes the Brazilian tax charge of
approximately $33.8 million or 41 basis points.

North American operating income was $40.6 million or 1.23% of
revenues, compared to $57.0 million or 1.74% of revenues in the
year-ago quarter.

EMEA operating income was $26.8 million or 0.87% of revenues,
compared to $35.0 million or 1.15% of revenues in the year-ago
quarter.

Asia-Pacific operating income increased 65% to $32.5 million or
1.79% of revenues from $19.7 million or 1.25% of revenues in the
year-ago quarter.

Latin America operating income was $7.8 million or 1.92% of
revenues.  In the year ago quarter, the region recorded an
operating loss of $28.4 million or 8.20% of revenues due to the
$33.8 million commercial tax charge in Brazil, described
previously, which was approximately 9.76% of revenues.

Stock-based compensation expense, which amounted to $8.4 million
in the current quarter and $9.6 million in the prior year quarter,
is presented as a separate reconciling amount in the company's
segment reporting in both periods.  As such, these expenses are
not included in the regional operating results, but are included
in the worldwide operating results.

Other income and expense for the quarter was $12.7 million versus
$15.4 million in the year-ago period, primarily driven by lower
interest rates.

The effective tax rate for the quarter was 26%, which includes a
favorable two-percentage-point discrete impact of a tax-rate
change in China.  The effective rate in the prior year period was
36.6%, which was negatively impacted by the Brazilian commercial
tax charge referenced previously.

Total depreciation and amortization was $16.9 million.  Capital
expenditures were approximately $10.9 million.

                          Balance Sheet

The cash balance at the end of the quarter was $567 million,
relatively flat with the year-end balance.  Total debt was
$609 million, an increase of $86 million from year-end.  Debt-to-
capitalization was 15% versus 13% at the end of 2007.

The company repurchased approximately 5.3 million shares during
the first quarter of 2008, for an aggregate amount of
$86.6 million. Total shares repurchased since the inception of the
program in mid-November 2007 through the quarter-end is
6.6 million shares for an aggregate amount of $111.7 million.

Inventory was $2.89 billion or 32 days on hand compared to $2.77
billion or 27 days on hand at the end of the year.  The increase
in inventory days is primarily due to the softer sales
environment.

Working capital days were 26, an increase of four days from year-
end, primarily due to higher inventory days.  Working capital days
were roughly flat with the first quarter of the prior year.

As of March 29, 2008, total assets were $8.7 billion, total
liabilities were $5.2 billion, and total equity was $3.5 billion.

"Despite the challenging economic environment, gross margins were
at the highest first-quarter level in 10 years," said William D.
Humes, executive vice president and chief financial officer.   
"This is a direct result of our commitment to strategic
initiatives that improve the margin profile and continued focus on
our most profitable lines of business.  Other bright spots
included strong performances in many of our emerging markets.  We
are clearly focused on opportunities to reduce operating expenses
and inventory levels.  While it's difficult to make rapid
adjustments in these areas when demand slows, we have improvement
plans in place and I expect to see good progress going forward."

                 Outlook for the Second Quarter

The following statements are based on the company's current
expectations and internal forecasts.  These statements are
forward-looking and actual results may differ materially, as
outlined in the company's periodic filings with the Securities and
Exchange Commission.

According to the company's guidance for the second quarter ending
June 28, 2008:  Sales are expected to range from $8.50 billion to
$8.75 billion.  Net income is expected to range from $59 million
to $64 million, or $0.34 to $0.37 per diluted share.  This does
not include costs related to the expense-reduction plans in North
America and EMEA.  The timing of the costs cannot be predicted
with certainty, but are estimated to be approximately $2 million
to $4 million in the second quarter, with the balance
substantially incurred in the third quarter.

The weighted average shares outstanding and effective tax rate are
expected to be approximately 172 million and 28%, respectively.

"Our second-quarter guidance reflects continued economic softness
in North America and Europe, with solid growth in Asia-Pacific and
Latin America," said Mr. Spierkel.  "The expected sequential sales
growth is following a fairly normal seasonal pattern, with a
modest benefit from slightly stronger foreign currencies compared
to the first quarter.  While we are taking the necessary steps to
manage our cost structure in the current economy, we will continue
to pursue activities that improve our infrastructure, generate
greater customer loyalty, diversify our business mix and enhance
margins.  The company has proven its resiliency in similar
economic environments and we will be stronger than ever when the
economy rebounds."

                     About Ingram Micro Inc.

Headquartered in Santa Ana, California, Ingram Micro Inc.
(NYSE: IM) -- http://www.ingrammicro.com/-- together with its
subsidiaries, distributes information technology products and
supply chain solutions worldwide.  Its IT products include
peripherals, networking, software, and systems.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Moody's affirmed Ingram Micro Inc.'s Ba1 corporate family rating
and assigned a Ba2 (LGD-5, 75%) rating to the company's five-year
$275 million senior unsecured revolving credit facility due 2012.   
The rating outlook is stable.  Proceeds from the credit facility,
which was put in place in August 2007, are intended to be used for
working capital needs and general corporate purposes.  It replaces
an unrated $175 million revolver that was set to expire in July
2008.  The new credit facility includes an accordion feature under
which total commitments may be increased up to $450 million,
subject to approval by the bank syndicate, at any time prior to
maturity date.


INNOVATIVE CARD: Singer Lewak Raises Substantial Doubt
------------------------------------------------------
Singer Lewak Greenbaum & Goldstein LLP in Los Angeles raised
substantial doubt on Innovative Card Technologies, Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses and negative cash flows from operations.

Innovative Card's management said that sales of the ICT
DisplayCard, its main product, are not expected to generate
adequate revenue until the second half of 2008.  Until that time,
the company will require additional cash funding to purchase
inventory, meet selling, general and administrative expenses and
will continue research and development efforts associated with the
ICT DisplayCard.

The company is actively seeking additional funding to finance its
continuing operations, Innovative Card's management said.

                            Financials

For the year ended Dec. 31, 2007, the company reported a
$14,333,622 net loss on $445,000 of revenues as compared with a
$6,866,614 net loss on $35,382 of revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $5,661,570 in
total assets, $5,243,699 in total liabilities, and $417,871 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $3,214,685 in total current assets available to pay
$5,243,699 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$28,067,183 from $13,733,561 at Dec. 31, 2006.

                  Securities Purchase Agreement

The company entered into a Securities Purchase Agreement on
Jan. 8, 2008, with 13 institutional and accredited investors.  
Under the terms of the Purchase Agreement, the Purchasers bought
$3.5 million of the company's 8% Senior Secured Convertible
Debenture.

The Debenture:

   -- bears interest at 8% per year, paid quarterly in cash or
      registered common stock, at the company's discretion;

   -- has a maturity of Jan. 8, 2011,

   -- is convertible at the holder's option into shares of
      common stock at $2.50 per share,

   -- is secured by all of the company's and its subsidiary's
      assets including inventory, receivables, unencumbered
      equipment and intellectual property under the terms of a
      Security Agreement, and

   -- has a forced conversion feature, which allows the company to
force the conversion of the Debenture if the company's common
stock trades above $5.00 for 20 consecutive trading days and
certain other conditions are met.

The company also issued to the Purchasers five-year common stock
purchase warrants to purchase 700,000 shares of common stock at an
exercise price of $2.75 per share.  The company expects to use the
net proceeds of the financing for working capital requirements and
to pay down certain obligations.  The Debenture also contains
customary events of default provisions.  

As part of the transaction, the company agreed to:

   -- cut its monthly burn rate to $600,000;

   -- be compliant with NASDAQ listing requirements; and

   -- obtain shareholder approval prior to effectuating a
      reverse stock split.

Both the conversion price under the Debenture and the exercise
price under the Warrants are subject to "full-ratchet" price
protection in the event of stock issuances below their respective
conversion or exercise prices, except for specified exempted
issuances including grants of stock options and stock issuances to
officers, directors, employees and consultants.

The company agreed to grant registration rights to the investors,
by filing a registration statement covering the shares of common
stock issuable upon the conversion of the Debenture, exercise of
the Warrants, and issuable as interest payments, within 30 days of
the closing, and obtaining effectiveness of the registration
statement within 90 days after the closing.

An amendment to the registration rights agreement gives the
company until June 7, 2008, to file the initial registration
statement.

                      Employment Agreements

The company entered into employment agreements on March 27, 2008,
with Steven R. Delcarson, its chief executive officer and
president, and Charles M. Caporale, its chief financial officer.  
Mr. Delcarson's term is for one year but may be extended for
additional one-year terms.  Mr. Delcarson's annual base
compensation of $300,000 per year was increased to $335,000 per
year.  He is eligible for a bonus up to the amount of his base
compensation upon the attainment of certain milestones.  Mr.
Delcarson was granted 1,000,000 options priced at the closing
price on the date of grant, which shall vest pursuant to a
schedule associated with the achievement of certain milestones.  
In the event of a termination by the company without cause or a
change in control of the company, all options issued would vest
upon the occurrence of such event.  

The terms of Mr. Caporale's agreement are essentially the same as
those for Mr. Delcarson except that Mr. Caporale's annual salary
of $180,000 was increased to $200,000 and the number of options
granted was 200,000.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2aaf

                      About Innovative Card

Based in Los Angeles, Innovative Card Technologies, Inc. (NASDAQ:
INVC) -- http://www.incard.com/-- develops and markets secure  
powered cards for payment, identification, and physical and
logical access applications.  Its main product, the ICT
DisplayCard, integrates the security of a one-time password token
directly into a card the size of a standard credit or debit card.  
A token is a portable physical device, typically in a key-fob form
factor, that generates the one-time password (also referred to as
a one-time passcode).


IPSWICH STREET: Poor Credit Quality Cues Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ipswich Street CDO, Ltd.:

Class Description: $1,530,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $62,000,000 Class B Third Priority Senior
Secured Floating Rate Notes

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $25,000,000 Class C Fourth Priority Senior
Secured Deferrable Floating Rate Notes

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

Class Description: $10,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes

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

Class Description: $7,900,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes

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

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


JER CRE: Fitch Cuts Ratings of 13 Classes of Notes to Low B
-----------------------------------------------------------
Fitch Ratings downgraded 14 classes of notes issued by JER CRE CDO
2006-2, Limited or LLC (JER CRE CDO 2006-2):

  -- $360,164,000 class A-FL to 'A' from 'AAA';
  -- $120,055,000 class B-FL to 'BB' from 'AA';
  -- $17,000,000 class C-FX to 'BB' from 'A+';
  -- $43,028,000 class C-FL to 'BB' from 'A+';
  -- $20,000,000 class D-FX to 'BB' from 'A';
  -- $28,022,000 class D-FL to 'BB' from 'A';
  -- $10,000,000 class E-FX to 'B' from 'A-';
  -- $20,014,000 class E-FL to 'B' from 'A-';
  -- $40,818,000 class F-FL to 'B' from 'BBB+';
  -- $36,017,000 class G-FL to 'B' from 'BBB';
  -- $13,206,000 class H-FL to 'B' from 'BBB';
  -- $60,027,000 class J-FX to 'B-' from 'BBB-';
  -- $78,036,000 class K to 'B-' from 'BB';
  -- $72,033,000 class L to 'B-' from 'B'.

Additionally, Fitch removed all downgraded classes from Rating
Watch Negative, where they were originally placed on Jan. 16,
2008.  Fitch does not rate the preferred shares.

JER CRE CDO 2006-2 is a commercial real estate collateralized debt
obligation that is primarily backed by commercial mortgage backed
securities B-pieces and commercial real estate loans that closed
on Oct. 17, 2006.  CMBS B-piece resecuritizations (also referred
to as first loss CRE CDOs ReREMICs) are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.  JER Investors Trust, Inc., which is externally
managed by an affiliate of J.E. Robert Company, Inc., selected the
initial collateral.  J.E. Robert Company, Inc., which is rated
'CSS1' as special servicer by Fitch, serves as collateral
administrator and is named special servicer on twenty of the
underlying transactions.  JER CRE CDO 2006-2 has a five-year
revolving period, which is limited to the reinvestment of
principal proceeds from commercial real estate loan assets only.

The collateral for this CDO consists of high-yielding junior bonds
of CMBS transactions, CRE CDOs, Re-REMICs, CRE mezzanine loans and
first-mortgage loans.  The underlying assets of the CMBS bonds, by
their nature, face similar exposures to losses from any downturn
in the commercial real estate market as well as refinancing risks
at the assets' maturity dates.  As a mitigant, however, the
underlying CMBS transactions do have significant geographic,
property type and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss and junior rated bonds within the capital
structure of CMBS transactions have increased with expectations of
a rise in commercial real estate defaults from current low levels.   
Even a relatively modest increase in CRE losses could be material
for these CMBS B-piece resecuritizations.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

JER CRE CDO 2006-2 is collateralized by all or a portion of 98
classes of fixed-rate CMBS in 21 separate underlying transactions
(73%), three fixed-rate subordinated classes from one CRE CDO
transaction (2.9%), three fixed-rate subordinated classes from one
Re-REMIC transaction (1.3%), six separate floating-rate CRE
mezzanine loans (18.9%), and two floating-rate first-mortgage
loans (3.9%).  All performance and collateral information is based
on the Mar. 2008 trustee report and discussions with the
collateral administrator.  The pool's obligor diversity is
considered average for CMBS B-piece resecuritizations, and the
vintage distribution of the CMBS collateral ranges from 2004 to
2007 (an average of 2.0 years of seasoning) with one class (0.33%)
from the 1998 vintage.  

Approximately 51.4% of the collateral currently is rated below
'B-' or not rated, and, therefore, is more susceptible to losses
in the near-term.  The below 'B-' collateral also includes 19% CRE
loans which have a Fitch credit assessment ranging between 'CCC'
and 'CC'.  Overall, a significant portion of the collateral is
below investment grade with only 6.9% investment grade.  JER CRE
CDO 2006-2 holds 24% in the 'BB' category and 17.7% in the 'B'
category.

The collateral has realized $926,417 in losses to date, which
represents 0.08% of the original collateral.  Although the
percentage of realized losses to date is small, additional losses
are projected with $157.2 million of the loans in the underlying
CMBS transactions currently 60 days or more delinquent, according
to the current trustee report.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings on the class A-FL and B-FL notes address
the likelihood that investors will receive full and timely
payments of interest, per the governing documents, as well as the
aggregate outstanding amount of principal by the state's maturity
date.  The ratings of the class C-FL, C-FX, D-FL, D-FX, E-FL, E-
FX, F-FL, G-FL, H-FL, J-FX, K, and L notes address the likelihood
that investors will receive ultimate interest, per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.


JP MORGAN MORTGAGE: Fitch Cuts Ratings of Several Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on J.P. Morgan Mortgage
Acquisition Corp. mortgage pass-through certificates.   Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.

Affirmations total $104.1 million and downgrades total $172.2
million.  Additionally, $111.0 million was placed on Rating Watch
Negative and $119.0 million was removed from Rating Watch.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions:

J.P. Morgan Mortgage Acquisition Corp. 2006-WMC3

  -- $32.4 million class A-1MZ downgraded to 'BBB' from 'AA',
     remains on Rating Watch Negative (BL: 40.00, LCR: 1.27);

  -- $113.7 million class A-1SS affirmed at 'A', (BL: 51.08, LCR:
     1.63);

  -- $119.0 million class A-2 affirmed at 'AAA', removed from
     Rating Watch Negative (BL: 62.22, LCR: 1.98);

  -- $90.9 million class A-3 affirmed at 'AA', (BL: 49.35, LCR:
     1.57);

  -- $95.7 million class A-4 affirmed at 'A', (BL: 41.65, LCR:
     1.33);

  -- $78.6 million class A-5 downgraded to 'BBB' from 'A', remains
     on Rating Watch Negative (BL: 37.57, LCR: 1.2);

  -- $32.6 million class M-1 affirmed at 'B', (BL: 32.94, LCR:
     1.05);

  -- $28.8 million class M-2 downgraded to 'CCC' from 'B' (BL:
     28.81, LCR: 0.92);

  -- $17.3 million class M-3 affirmed at 'CCC', (BL: 26.33, LCR:
     0.84);

  -- $15.3 million class M-4 affirmed at 'CCC', (BL: 24.11, LCR:
     0.77);

  -- $15.3 million class M-5 downgraded to 'CC' from 'CCC' (BL:
     21.89, LCR: 0.7);

  -- $13.9 million class M-6 affirmed at 'CC', (BL: 19.86, LCR:
     0.63);

  -- $13.4 million class M-7 affirmed at 'CC', (BL: 17.84, LCR:
     0.57);

  -- $11.5 million class M-8 affirmed at 'CC', (BL: 16.10, LCR:
     0.51);

  -- $8.6 million class M-9 downgraded to 'C' from 'CC' (BL:      
     14.72, LCR: 0.47);

  -- $8.4 million class M-10 downgraded to 'C' from 'CC' (BL:
     13.67, LCR: 0.44);


Deal Summary

  -- Originator: WMC
  -- 60+ day Delinquency: 31.76%
  -- Realized Losses to date (% of Original Balance): 4.89%
  -- Expected Remaining Losses (% of Current balance): 31.37%
  -- Cumulative Expected Losses (% of Original Balance): 27.64%

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.


KIMBALL HILL: Secured Lender Agrees to Cash Collateral Use
----------------------------------------------------------
Harris, N.A., the administrative agent and secured lender in  
Kimball Hill Inc. and its debtor-affiliates' prepetition revolving
credit facility, has agreed to:

   i) the Debtors' use of cash collateral; and

  ii) the priming of their liens in favor of Kimball Hill, Inc.,
      for a $51,851,594 intercompany loan.

Harris is owed at least $337,000,000 as of the date of the
Debtor's bankruptcy.

The Debtors' proposed counsel, Ray C. Schrock, Esq., at Kirkland
& Ellis LLP, in New York, avers that even though the DIP
Promissory Note providing for the Intercompany Loan provided by
Kimball Parent involves a consensual priming of existing
collateral, the interests of the Existing Prepetition Secured
Lenders must be adequately protected.

As adequate protection to the extent of any diminution in the
value of their collateral and for the use of their cash
collateral, the Existing Prepetition Secured Lenders and Harris
will be provided:

     -- replacement liens on the Debtors' assets, other than any
        unencumbered assets;

     -- superpriority claims under Section 507(b) of the
        Bankruptcy Code, which claim will be secured by a lien on
        the Debtors' unencumbered assets only to the extent of
        the allowed amount of the Section 507(b) claim; and

     -- payment (i) equal to the interest under the Prepetition
        Secured credit Facility and, (ii) for the fees and
        expenses of the Existing Prepetition Secured Lenders and
        their professionals.

The Debtors may use cash collateral of the Existing Prepetition
Secured Lenders postpetition.  

The occurrence and continuation of any of these events or
conditions will permit the Existing Prepetition Secured Lenders
to terminate the Debtors' use of Cash Collateral.

According to Mr. Schrock, the Debtors require use of the Cash
Collateral to, among other things, pay present operating
expenses, including payroll and vendors, to ensure a continued
supply of goods and services essential to the Debtors' continued
viability.

Mr. Schrock assures the U.S. Bankruptcy Court for the Northern
District of Illinois that the interests of the Debtors'
estates will be protected by allowing a reasonable period of time
for certain parties in interest to challenge the claims and liens
of, and adequate protection granted to, the Existing Prepetition
Secured Lenders.

The Official Committee of Unsecured Creditors will have 60
calendar days from the date of its formation, and any party-in-
interest will have 75 calendar days from entry of the Interim
Order, within which to commence an adversary proceeding with
respect to Existing Prepetition Secured Loan Parties' claims or
liens.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest   
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants Court to Approve $51 Million Intercompany Loan
------------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Northern District of Illinois to
obtain $51,851,954 of debtor-in-possession financing in the form
of an intercompany loan provided by the Debtors' parent company.

On April 15, 2008, the Debtors received a $51,851,954 federal tax
refund check from the U.S. Internal Revenue Service as a result
of a net operating loss carryback.  Kimball Parent, using the Tax
Refund, has agreed to provide to the Debtors a revolving credit
facility of up to the amount of the Tax Refund on a superpriority
administrative claim and first priority priming lien basis.  The
prepetition secured lenders have consented to the priming of
their existing liens in favor of Kimball Parent.

The Debtors believe that entry into the Intercompany Loan will be
less costly than obtaining financing from third parties as they
will not incur closing, administrative agent, arrangement and
other fees and costs associated with more traditional DIP
financing.

                       Search for Financing

Beginning March 2008, the Debtors, with the assistance of their
investment banker, Houlihan Lokey Howard & Zukin Capital, Inc.,
and restructuring advisor, Alvarez and Marsal North America, LLC,
assessed their financing needs.

According to the Debtors' proposed counsel, Ray C. Schrock, Esq.,
at Kirkland & Ellis LLP, in New York, the current deterioration
in the homebuilding industry caused by a significant and
sustained decrease in demand for new homes and the recent
volatility of the credit markets negatively impacted the Debtors'
ability to obtain DIP financing alternatives.  He adds, the
Debtors' ability to obtain financing was limited further by the
need to preserve the value of the unencumbered assets for the
Debtors' unsecured creditors.  The Debtors aver that providing a
potential lender with a lien on the unencumbered assets could
have materially reduced the interests of their unsecured
creditors in those assets.

Despite the circumstances, the Debtors solicited proposals from
five potential lenders, including Harris, N.A., the
administrative agent for secured lenders under a prepetition
revolving credit facility, who are owed at least $337,000,000 as
of the Petition Date.

After conducting due diligence, only two third party financial
institutions continued to express interest in providing
financing, but were only willing to do so if (a) they received
priming liens with respect to the Existing Prepetition Secured
Lenders' collateral, (b) they received liens on the unencumbered
assets, and (c) the Existing Prepetition Secured Lenders
consented to the priming of their collateral.  The Existing
Prepetition Secured Lenders, however, would not consent to the
grant of priming liens in favor of any third-party financial
institution lender, Mr. Schrock tells the Court.

Faced with these circumstances, the Debtors considered
alternatives and have contemplated having Kimball Parent provide
the Tax Refund as postpetition financing.  The Debtors, after
careful analysis, determined that use of the Tax Refund as
postpetition financing on a non-priming basis could dilute the
value of the unencumbered assets to the detriment of unsecured
creditors:

   -- Using the Tax Refund as DIP financing on an unsecured basis
      would increase the pool of unsecured claims and thereby,
      potentially dilute recoveries to the Debtors' unsecured
      creditors.

   -- If Kimball Parent, as DIP Lender, obtained a lien only on
      the unencumbered assets, unsecured creditors would not
      receive any recoveries from those assets until the Tax
      Refund Lender was paid in full.

   -- If Kimball Parent obtained a junior lien on the Prepetition
      Secured Lenders' existing collateral and conditions in the
      homebuilding industry continued to deteriorate, the junior
      lien could be undersecured.

As result, the unsecured claims pool would increase and the
Debtors' existing unsecured creditors would suffer reduced
recoveries.  In effect, providing the intercompany Tax Refund
loan on a non-priming basis potentially transfers value away from
the Debtors' unsecured creditors, Mr. Schrock clarifies.

After substantial discussions, the Existing Prepetition Secured
Lenders agreed to the use of their cash collateral and the
priming of the Existing Prepetition Secured Lenders' security
interests in favor of Kimball Parent.

The Debtors are not seeking to prime (i) AmeriMark Bank's
security interest in the Debtors' previous and current
headquarters locations in Rolling Meadows, Illinois, on account
of two outstanding term loans; and (i) security interests or
liens, if any, maintained by Zurich American Insurance Company or
its affiliates on any of the Debtors' assets on account of an
Agreement of Indemnity dated as of March 15, 2005.

                         Promissory Note

The Debtors and Harris negotiated a Promissory Note with respect
to the Superpriority Priming Debtor-In-Possession Revolving
Credit Facility, dated April 24, 2008, by and among the Debtors
as borrowers and guarantors, and Kimball Parent as lender.

Pursuant to the DIP Promissory note, the first priority and
priming secured revolving credit commitment of up to $51,851,594
will be made available following entry of a Court order granting
interim approval to Intercompany Loan.  

The Debtors will use the Intercompany Loan to pay administrative
expenses incurred in the Chapter 11 cases and to provide for
working capital and other general corporate purposes as set forth
in the Budget, a full-text copy of which is available for free
at http://researcharchives.com/t/s?2b3e

A full text copy of the form of the DIP Promissory Note is
available for free at:

              http://researcharchives.com/t/s?2b3f

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest   
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).



KIMBALL HILL: Wants to Hire Kurtzman Carson as Claims Agent
-----------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Northern District of Illinois to
employ Kurtzman Carson Consultants LLC as their notice, claims,
and balloting agent.

The Debtors estimate that they may have more than 10,000
potential creditors in their Chapter 11 cases.  In this light,
the Debtors determine that the Office of the Clerk of the U.S.
Bankruptcy Court for the Northern District of Illinois may not
have the resources to undertake the task to serve notices to the
Debtors' creditors and other parties-in-interest and to
administer claims against them.

Consequently, the Debtors determine that their employment of a
notice, claims, and balloting agent is the most effective and
efficient manner of noticing the thousands of creditors and
parties in interest of the filing of their Chapter 11 cases and
other developments in their bankruptcy cases.

In addition, the Debtors ask the Court to:

   -- designate Kurtzman Carson as the authorized repository for
      all proofs of claims filed in their Chapter 11 cases; and

   -- authorize and direct Kurtzman to maintain official claims
      registers for the Debtors and provide the Clerk's Office
      with a certified duplicate of the claims registers.

Kurtzman Carson is a firm that specializes in noticing, claims
processing, balloting, and other administrative tasks necessary
to operate Chapter 11 cases effectively.  The Debtors believe
that Kurtzman is well qualified to provide them with noticing
claims, and balloting services because of the firm's experience
in providing those services in other Chapter 11 cases in a
variety of jurisdictions, including the District of Illinois.

As the Debtors' claims, noticing and balloting agent, Kurtzman
Carson will, among other things:

   (a) provide consultation services, including:

       * preparing service lists, claims registers and claims
         reports;
         
       * performing claims reconciliation;
                       
       * preparing exhibits for claims objections;
                       
       * performing custom data extraction & forensics;
       
       * assisting in preparing statement of financial affairs
         and schedules;

       * preparing ballot tabulations and disbursement reports;

       * assisting in contract and lease collection and analysis;
   
       * assisting in preparation of exhibits to a proposed plan
         of reorganization and  disclosure statement;
      
       * preparing custom reports and for provision of computer
         software support; and

   (b) perform document management services by providing copy and
       notice services consistent with the applicable Local Rules
       and as requested by the Debtors.

Kurtzman Carson's hourly rates for its professionals are:

       Professional                    Hourly Rate
       ------------                    -----------
       Clerical                        $45 to $65

       Project Specialist              $80 to $140

       Technology/Programming          $130 to $195
       Consultant

       Consultant                      $145 to $225
         
       Senior Consultant/Senior        $230 to $295
       Management Consultant

The Debtors will reimburse Kurtzman Carson for actual and
necessary expenses the firm incurs in connection with the
contemplated services.

The Debtors relayed that they paid a $150,000 retainer to
Kurtzman Carson on March 21, 2008.

Jonathan Carson, president of Kurtzman Carson, assures the Court
that neither the firm, nor any of its employees, is connected
with the Debtors, their creditors, other parties-in-interest or
the United States Trustee or any person employed by the Office of
the U.S. Trustee.  He maintains that Kurtzman is a disinterested
person, as the term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest   
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: S&P Ratings Tumble to 'D' on Chapter 11 Filing
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'D' from 'CC' after the company
announced that it had voluntarily filed for relief under Chapter
11 of the U.S. Bankruptcy Code.  Concurrently, S&P lowered the
senior subordinated debt rating to 'D' from 'C'.  
     
The company reports that it has approximately $60 million of cash
on hand, which it expects will provide enough liquidity to fund
its daily operations through the restructuring process without
requiring additional financing.

                          Ratings Lowered

                                    Rating
                                    ------
Kimball Hill Inc.        To                    From
                         --                    ----
  Corporate credit       D                     CC/Negative/--    
  Senior subordinated    D (Recovery rtg: 6)   C (Recovery rtg: 6)


LB COMMERCIAL: Losses Cue Moody's Rating Cuts on Three Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of three classes and affirmed the ratings
of ten classes of LB Commercial Mortgage Trust 1999-C2, Commercial
Mortgage Pass-Through Certificates, Series 1999-C2:

  -- Class A-2, $436,047,349, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $37,928,000, affirmed at Aaa
  -- Class C, $37,929,000, affirmed at Aaa
  -- Class D, $13,386,000, upgraded to Aaa from Aa1
  -- Class E, $23,427,000, affirmed at A1
  -- Class F, $12,271,000, affirmed at A3
  -- Class G, $11,155,000, affirmed at Baa3
  -- Class H, $17,849,000, affirmed at Ba2
  -- Class J, $4,462,000, affirmed at Ba3
  -- Class K, $7,586,000, affirmed at B1
  -- Class L, $9,816,000, downgraded to Caa1 from B2
  -- Class M, $2,678,000, downgraded to Caa3 from Caa1
  -- Class N, $2,230,000, downgraded to Ca from Caa3

Moody's is upgrading Class D due to defeasance and increased
credit support.  Moody's is downgrading Classes L, M and N due to
realized and projected losses and LTV dispersion.  According to
Moody's analysis, 8.8% of the conduit pool has a loan to value  
ratio in excess of 120.0% compared to 3.8% at Moody's last review
in December 2006 and 0.0% at securitization.

As of the April 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 30.7%
to $619.1 million from $892.4 million at securitization.  The
Certificates are collateralized by 103 loans ranging in size from
less than 1.0% to 20.8% of the pool with the top 10 loans
representing 52.1% of the pool.  The pool includes two loans with
underlying ratings which represent 39.3% of the pool.  Thirty-two
loans, representing 23.2% of the pool, have defeased and are
secured by U.S. Government securities.

Seven loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $4.3 million.  Three
loans, representing 1.1% of the pool, are in special servicing.  
Moody's has estimated an aggregate loss of approximately
$1.5 million for the specially serviced loans.  Twenty-two loans,
representing 28.9% 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 are delinquent or have significant issues.

Moody's was provided with year-end 2006 and 2007 operating results
for 99.0% and 41.8% of the pool, respectively.  Moody's weighted
average LTV for the conduit component is 83.2%, compared to 81.3%
at Moody's last full review and 87.6% at securitization.

The largest loan with an underlying rating is the SunAmerica
Center Loan ($128.7 million - 20.8%), which is the A Note of a
first mortgage loan that has a current balance of $192.3 million.   
The B Note is held outside the trust.  The loan is secured by a
780,000 square foot Class A office building located in the Century
City submarket of Los Angeles, California.  The property was 98.0%
occupied as of December 2007 compared to 89.4% at last review.   
Major tenants include SunAmerica Life Insurance Company, Bear
Stearns Corporation and O'Melveny & Myers, which together lease
31.3% of the property.  Performance has been stable since last
review.  The loan's Anticipated Repayment Date is October 2009.   
Moody's current underlying rating is Aa2, the same as at last
review.

The second loan with an underlying rating is the Century City
Shopping Center Loan ($114.9 million - 18.6%), which is the A Note
of a first mortgage loan that has a current balance of
$146.9 million.  The B Note is held outside the trust.  The loan
is secured by the borrower's interest in a 903,000 square foot
regional mall located in Century City, Los Angeles.  The mall is
anchored by Bloomingdale's and Macy's and was 96.8% occupied as of
June 2007 compared to 95.3% at last review.  The property's
financial performance has improved since last review due to
increased revenues and stable operating expenses.  The loan is on
the master servicer's watchlist due to an upcoming maturity in
July 2008.  Moody's current underlying rating is Aaa, compared to
Aa1 at last review.

The top three conduit loans represent 5.9% of the outstanding pool
balance.  The largest conduit loan is the Capital Senior Living -
Tesson Heights Loan ($12.9 million - 2.1%), which is secured by a
186-unit congregate care/assisted living facility located in St.
Louis, Missouri.  Moody's LTV is 81.2% compared to 78.4% at last
review. The second largest conduit loan is the Arizona Portfolio
($11.8 million - 1.9%), which is secured by four retail properties
located in Arizona.  Moody's LTV is 83.1% compared to 86.6% at
last review.  The third largest conduit loan is the Capital Senior
Living -- Veranda Club ($11.6 million - 1.9%), which is secured by
a 189-unit congregate care facility located in Boca Raton,
Florida.  Moody's LTV is 70.1% compared to 76.3% at last review.


LB-UBS COMMERCIAL: Anticipated Losses Prompt S&P's Rating Cuts
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2006-C1.  Concurrently, S&P affirmed
its ratings on 20 other classes from the same series.
     
The lowered ratings reflect anticipated losses and credit support
erosion upon the eventual resolution of the five assets with the
special servicer.  The affirmed ratings reflect credit enhancement
levels that provide adequate support through various stress
scenarios.
     
Of the five loans ($26 million, 1%) with the special servicer, LNR
Partners Inc., three ($14.7 million) are backed by multifamily
properties in the Detroit metropolitan statistical area and have
the same sponsor.  Details of these loans are:

  -- The Pasadena Apartments ($5.8 million total exposure),
     Edgewood Park ($5.4 million total exposure), and Woodland
     Arms Apartments ($4.4 million total exposure) loans are
     secured by 517 aggregate units and were transferred to
     special servicing in August 2007 due to payment default.  All
     three loans are now over 90 days delinquent, and LNR is
     proceeding with foreclosure.  The reported debt service
     coverage for Pasadena Apartments is 0.43x, while the DSC for
     Edgewood Park and Woodland Arms Apartments is negative.  As
     of July 2007, all three properties reported occupancy of 75%
     or better.  Three appraisal reduction amounts totaling
     $5 million are in effect on these loans.
     
The remaining loans with the special servicer include:

  -- The Palmiers Apartments loan ($5.5 million total exposure) is
     secured by a 96-unit multifamily property in Ft. Lauderdale,
     Florida.  The property was transferred to LNR in August 2007
     due to monetary default, and there is also an unauthorized
     second lien on the property.  The loan is over 90 days
     delinquent.  LNR is pursuing foreclosure.  The reported DSC      
     was 1.19x as of year-end 2006, and an ARA of $1.3 million is
     in effect.

  -- The Country Inn and Suites  NE loan ($6.2 million total
     exposure) is secured by a 200-room, limited-service hotel in
     Omaha, Nebraska.  The loan was transferred to LNR in January
     2008 due to payment default, and it is now less than 30 days
     delinquent.  The borrower diverted cash flow from the hotel
     operation for other uses.  LNR is proceeding with
     foreclosure.
     
The master servicer, Wachovia Bank N.A., reported a watchlist of
26 loans ($114 million, 5%). The largest loan on the watchlist,
Fulton Roosevelt ($12.7 million), is secured by two retail
properties in Queens and Brooklyn, New York, totaling 23,850 sq.
ft.  The loan appears on the watchlist due to deferred maintenance
at one of the properties.  Wachovia reported a DSC of 1.22x as of
Sept. 30, 2007.  The remaining loans on the watchlist generally
have low DSC or low occupancy, and S&P stressed such loans
accordingly in S&P's analysis.  
    
As of the April 17, 2008, remittance report, the trust collateral
consisted of 148 mortgage loans with an aggregate outstanding
principal balance of $2.46 billion, compared with 148 loans
totaling $2.48 billion at issuance.  Wachovia reported financial
information for 98% of the loans in the pool.  Two-thirds of the
financial information was from year-end 2006, while the remaining
information was from 2007. Based on this information, Standard &
Poor's calculated a weighted average DSC of 1.88x, up from 1.61x
at issuance.  The current weighted average DSC calculation
includes loans totaling 30.3% of the pooled balance that have
partial interest-only periods ranging from 12 to 60 months.  In
addition to the four aforementioned 90-plus-day delinquent loans
($19.8 million, 0.8%), there is one 30-plus-day delinquent loan
($2.7 million, 0.1%). ARAs totaling $6.3 million are in effect on
four of the loans in special servicing.  To date, the trust has
experienced no losses.
     
The top 10 loans have an aggregate principal balance of
$1.39 billion (57%) and a weighted average DSC of 2.24x, up from
1.80x at issuance.  Despite the increased overall DSC, the
reported DSC for the 10th-largest loan was 1.01x as of year-end
2006.  Standard & Poor's reviewed the property inspection reports
provided by the master servicer for the assets underlying the top
10 loans, and all were reported to be in "good" condition.
     
Four of the top 10 loans exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and continue to do so.  Details of these loans are:

  -- The largest loan in the pool, 1301 Avenue of the Americas,
     has a trust and whole-loan balance of $420.8 million.  The
     fixed-rate, interest-only loan matures in January 2016.  The
     equity interests in the borrower of 1301 Avenue of the
     Americas secure approximately $1.2 billion of mezzanine debt.  
     The debt is part of pool 3 of the Macklowe EOP financing
     package lent to Macklowe Properties.  
     
The mortgage loan is secured by a first mortgage encumbering the
fee interest in a 45-story, 1,765,694-sq.-ft. class A office
building in Midtown Manhattan.  For the nine months ended Sept.
30, 2007, the reported DSC was 3.09x, and occupancy was just below
100%.  Standard & Poor's adjusted net cash flow is comparable to
its level at issuance.

  -- The third-largest loan in the pool, Triangle Town Center, has
     a trust balance of $126.4 million and whole-loan balance of
     $199.8 million.  The whole loan consists of a $126.4 million
     A note and a $73 million B note that is held outside of the
     trust.   The 10-year loan is interest-only for the first two
     years and amortizes on a 28-year schedule thereafter, with a
     December 2015 maturity.
     
The loan is collateralized by a first mortgage encumbering the fee
interest in 625,509 sq. ft. of space in a 1,440,865-sq.-ft.
regional mall in Raleigh, North Carolina, as well as the ground
leases for 12,007 sq. ft. of outparcels of land near the mall.  
The mall was built in 2002 and consists of three components: a
regional mall, a lifestyle and open air center, and several big-
box tenants.  The reported DSC was 1.63x as of year-end 2006, and
occupancy was 98% as of Sept. 30, 2007.  Standard & Poor's
adjusted net cash flow is comparable to its level at issuance.

  -- The fifth-largest loan in the pool, the Courtyard by Marriott
     II Fee portfolio, has a trust and whole-loan balance of
     $116 million.  The 9.25-year, fixed-rate loan amortizes on a
     30-year schedule and matures in April 2015.      

The loan is secured by a first mortgage encumbering the fee
interests in the land beneath 49 limited-service hotel properties
in 28 states, containing 7,261 guest rooms.  The various ground
leases are net leases between the Marriott Corp. and the borrower
and expire Dec. 31, 2068.  Given the nature of the transaction,
Standard & Poor's analyzed the balloon risk by reviewing the
balloon balance and applying a stressed refinance constant of
9.00%.  The stressed DSC has improved slightly since issuance due
to the amortization and increases in rental rates.  As of year-end
2006, the reported DSC was 1.36x.

  -- The eighth-largest loan, One Financial Center, has a trust
     balance of $97.1 million and a whole-loan balance of
     $224.9 million.  The whole loan consists of a $97 million A
     note and a $128 million subordinate B note that is held
     outside of the trust.  The 10-year, fixed-rate loan amortizes
     on a 30-year schedule and matures in December 2010.  The loan
     is secured by a 46-story, 1,097,678-sq.-ft. class A office
     building in Boston, Massachusetts.  For the year ended
     Dec. 31, 2006, the reported DSC was 3.82x and occupancy was
     100%.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the lowered
and affirmed ratings.
  
                         Ratings Lowered

           LB-UBS Commercial Mortgage Trust 2006-C1
   Commercial mortgage pass-through certificates series 2006-C1
   
                          Rating
                          ------
           Class       To         From    Credit enhancement
           -----       --         ----    ------------------
           N           B+         BB-              1.77%
           P           B-         B+               1.51%
           Q           CCC+       B                1.26%
           S           CCC        B-               1.01%

                        Ratings Affirmed
  
           LB-UBS Commercial Mortgage Trust 2006-C1
   Commercial mortgage pass-through certificates series 2006-C1

               Class       Rating   Credit enhancement
               -----       ------   ------------------
               A-1         AAA              30.29%
               A-3         AAA              30.29%
               A-AB        AAA              30.29%
               A-4         AAA              30.29%
               A-M         AAA              20.19%
               A-J         AAA              11.11%
               B           AA+              10.48%
               C           AA                9.34%
               D           AA-               8.33%
               E           A+                7.57%
               F           A                 6.69%
               G           A-                5.81%
               H           BBB+              4.80%
               J           BBB               4.04%
               K           BBB-              3.03%
               L           BB+               2.52%
               M           BB                2.15%
               X-CL        AAA                N/A
               X-CP        AAA                N/A

                          N/A  Not applicable.


LID LTD: Court Approves Bidding Procedure for Sale of Assets
------------------------------------------------------------
The Hon. James M. Peck of the United States Bankruptcy Court for
the Southern District of New York approved the proposed bidding
procedures for the sale of certain assets of  L.I.D Ltd., free and
clear of any and all liens and other interests, subject to better
and higher offer.

A sale hearing is set on May 15, 2008, at 10:00 a.m., in Courtroom
601.

Qualified bids along with a 10% deposit of the proposed purchase
price are required by May 12, 2008, at 4:00 p.m., to the Law
Offices of Avrum J. Rosen, PLLC, at 38 New Street in Huntington,
New York.

However, if no "stalking-horse" bidder agreement is reached by
May 14, 2008, potential bidders are required to deposit at least
$2,250,000 in the aggregate for the properties up for sale.  The
Debtor will conduct an auction on that date at 10:00 a.m., at the
Law Offices of Mayer Brown Rowe & Maw, LLP, at 1675 Broadway in
New York, New York, to determine the best bid.

The Debtor agrees to pay a 2% break-up of the proposed purchase
price to the "stalking-horse" bidder, if outbid by other parties.

                        About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.  
No case trustee, examiner, or official committee of unsecured
creditors has been appointed in the case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LIGHTSPACE CORP: Miller Wachman Raises Substantial Doubt
--------------------------------------------------------
Miller Wachman LLP in Boston raised substantial doubt about
Lightspace Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses and negative cash flows
from operations.

The viability of the company is dependent upon its ability to
successfully further develop and market its technology and raise
funds sufficient for such purpose, Miller Wachman added.

For the year ended Dec. 31, 2007, the company reported a
$4,800,559 net loss on $1,849,172 of total revenues as compared
with a $2,708,420 net loss on $848,201 of total revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,463,141 in
total assets and $2,268,683 in total liabilities, resulting in an
$805,542 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $1,150,321 in total current assets available to pay
$1,318,683 in total current liabilities

The company's accumulated deficit at Dec. 31, 2007, increased to
$15,112,193 from $10,311,635 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ab0

Headquartered in Boston, Lightspace Corporation --
http://www.lightspacecorp.com/-- provides interactive lighting  
entertainment products to numerous industries including retail
stores, family entertainment centers, theme parks, fashion shows,
nightclubs, special events, stage lighting & sound, health clubs
and architectural lighting and design.


LNR CDO: Fitch Downgrades Ratings on 10 Classes of Notes to Low-Bs
------------------------------------------------------------------
Fitch Ratings downgraded 12 classes of notes issued by LNR CDO V,
Series 2007-1 Ltd. or LLC, (LNR CDO V):

  -- $170.5 million class A to 'AA' from 'AAA';
  -- $89.8 million class B to 'BBB' from 'AA';
  -- $15 million class C-FX to 'BB' from 'A+';
  -- $52 million class C-FL to 'BB' from 'A+';
  -- $35.8 million class D to 'BB' from 'A';
  -- $35 million class E to 'BB' from 'A-';
  -- $35 million class F to 'B' from 'BBB+';
  -- $15.2 million class G to 'B' from 'BBB';
  -- $35 million class H to 'B' from 'BBB-';
  -- $56.3 million class J to 'B-' from 'BB+';
  -- $25.1 million class K to 'B-' from 'BB';
  -- $20.6 million class L to 'B-' from 'BB-'.

Additionally, Fitch has removed all classes from Rating Watch
Negative, where they were originally placed on Jan. 16, 2008.   
Fitch does not rate the preferred shares.

LNR CDO V is a commercial real estate collateralized debt
obligation primarily backed by commercial mortgage-backed
securities B-pieces that closed on Mar. 15, 2007.  CMBS B-piece
resecuritizations (also referred to as first loss CRE CDOs
ReREMICs) are CRE CDOs and ReREMIC transactions that include the
most junior bonds of CMBS transactions. LNR Partners, Inc. (rated
'CSS1' by Fitch as a commercial mortgage special servicer)
selected the initial collateral and serves as the collateral
administrator.

The collateral for this CDO consists of high-yielding junior bonds
of CMBS transactions.  The underlying assets of the CMBS bonds, by
their nature, face similar exposures to losses from any downturn
in the commercial real estate market as well as refinancing risks
at the assets' maturity dates.  As a mitigant, however, the
underlying CMBS transactions do have significant geographic,
property type and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss and junior rated bonds within the capital
structure of CMBS transactions have increased with expectations of
a rise in commercial real estate defaults from current low levels.   
Even a relatively modest increase in CRE losses could be material
for these portfolios.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

LNR CDO V is collateralized by all or a portion of 114 classes of
fixed-rate CMBS in 22 separate underlying transactions.  All
performance and collateral information is based on the Mar. 19,
2008 trustee report and discussions with the collateral
administrator.  The pool's obligor diversity is considered average
for CMBS B-piece resecuritizations, and the CMBS collateral is all
from the 2006 vintage (1.7 years of seasoning).  Approximately 35%
of the collateral currently is not rated (first loss), and
therefore, is more susceptible to losses in the near-term.  All
the collateral is below investment grade, with the CDO holding
40.5% in the 'BB' category and 24.5% in the 'B' category.

The CDO has neither paid down nor realized any losses since
issuance.  Losses to the collateral are projected with
$236.2 million of the loans in the underlying CMBS transactions
currently 60 days or more delinquent according to the current
trustee report.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings on the class A and B notes address the
timely payment of interest and ultimate repayment of principal.   
The ratings on classes C-FX, C-FL, D, E, F, G, H, J, K and L
address the ultimate payment of interest and ultimate repayment of
principal.


LNR CDO: Fitch Cuts Ratings on $55.3 Mil. Class J Notes to 'B-'
---------------------------------------------------------------
Fitch Ratings has downgraded 10 classes and affirmed two classes
of notes issued by LNR CDO VI, series 2007-2 Ltd. or LLC, (LNR CDO
VI):

  -- $142.1 million class A-1 notes affirmed at 'AAA';
  -- $100 million class A-2 notes affirmed at 'AAA';
  -- 132.6 million class B notes to 'A' from 'AA';
  -- $150 million class C notes to 'BBB' from 'A+';
  -- $26 million class D notes to 'BB' from 'A';
  -- $21.5 million class E notes to 'BB' from 'A-';
  -- $44.2 million class F notes to 'B' from 'BBB+';
  -- $28.8 million class G notes to 'B' from 'BBB';
  -- $24.6 million class H notes to 'B' from 'BBB-';
  -- $55.3 million class J notes to 'B-' from 'BB+';
  -- $39.5 million class K preferred shares to 'B-' from 'BB';
  -- $15.5 million class L preferred shares to 'B-' from 'BB-'.

Additionally, Fitch removed classes A-2 through L from Rating
Watch Negative, where they were originally placed on Jan. 16,
2008.  Fitch does not rate the preferred shares.

LNR CDO VI is a commercial real estate collateralized debt
obligation that is primarily backed by commercial mortgage backed
securities B-pieces and that closed on Aug. 3, 2007.  CMBS B-piece
resecuritizations (also referred to as first loss CRE CDOs
ReREMICs) are CRE CDOs and ReREMIC transactions that include the
most junior bonds, of CMBS transactions.  LNR Partners, Inc.
(rated 'CSS1' by Fitch as a commercial mortgage special servicer)
selected the initial collateral and serves as the collateral
administrator.

The collateral for this CDO consists of high-yielding junior
bonds, of CMBS transactions.  The underlying assets of the CMBS
bonds, by their nature, face similar exposures to losses from any
downturn in the commercial real estate market as well as
refinancing risks at the assets' maturity dates.  As a mitigant,
however, the underlying CMBS transactions do have significant
geographic, property type and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss and junior rated bonds, within the capital
structure of CMBS transactions have increased with expectations of
a rise in commercial real estate defaults from current low levels.   
Even a relatively modest increase in CRE losses could be material
for these portfolios.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

LNR CDO VI is collateralized by all or a portion of 132 classes of
fixed-rate CMBS in 28 separate underlying transactions.  All
performance and collateral information is based on the March 19,
2008 trustee report and discussions with the collateral
administrator.  The pool's obligor diversity is considered average
for CMBS B-piece resecuritizations, and the vintage distribution
of the CMBS collateral consists of the 2006 and 2007 vintages (an
average of 1.1 year of seasoning).  Approximately 34.4% of the
collateral currently is rated below 'B-' or not rated, and
therefore, is more susceptible to losses in the near-term.  While
overall a significant portion of the collateral is below
investment grade, approximately 15.1% is investment grade.  LNR
CDO VI holds 27.2% in the 'BB' category and 23.3% in the 'B'
category.

The CDO has neither paid down nor realized any losses since
issuance.  Losses are projected with $177.1 million of the loans
in the underlying CMBS transactions currently 60 days or more
delinquent according to the current trustee report.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings of the class A-1, A-2, and B notes address
the likelihood that investors will receive full and timely
payments of interest and the stated balance of principal by the
legal final maturity date in accordance with the terms of the
governing documents.  The ratings on classes C, D, E, F, G, H and
J address the likelihood that investors will receive ultimate and
compensating interest payments and the stated balance of principal
by the legal final maturity date in accordance with the terms of
the governing documents.  The ratings of the classes K and L
preferred shares address the likelihood that investors will
receive ultimate payment of the dividend distribution amount and
the stated balance of the capital distribution amount by the legal
final maturity date in accordance with the terms of the governing
documents.


MAC-GRAY CORP: Acquires Automatic Laundry Company for $116 Mil.
---------------------------------------------------------------
Mac-Gray Corporation acquired Automatic Laundry Company Ltd., for
$116 million, consisting of approximately $106 million in cash and
a $10 million unsecured note subject to certain post-closing
adjustments.

The transaction is expected to be accretive to earnings in the
first 12 months of combined operations.  Acquiring Automatic will
enable Mac-Gray to:

  1. Increase its operational density and therefore efficiency,
     within several key markets including Denver, Phoenix,
     Seattle, Dallas, and Birmingham.  The immediate benefit will
     be the opportunity to capture cost savings by combining
     branch offices and closing redundant facilities;

  2. Pursue opportunities to cross-sell Mac-Gray's suite of
     Intelligent Laundry(TM) Solutions to drive incremental
     revenue;

  3. Expand the scope and scale of its commercial laundry
     equipment distribution business; and

  4. Establish a significant presence in the western U.S.

"The addition of Automatic Laundry Company aligns perfectly with
our strategy of increasing density in existing markets and
establishing leadership positions in new markets," Stewart G.
MacDonald, Mac-Gray's chairman and chief executive officer, said.   
"Automatic fulfills the promise of our January 2005 acquisition,
which established our roadmap for creating a larger Mac-Gray
footprint in the western United States."

"We are already in all 11 states where they do business, and the
combination of Automatic with our 2005 acquired operations now
provides us with a very strong market position in a number of key
metropolitan areas including Denver, Phoenix, Seattle and Dallas,
Mr. MacDonald added.

"For more than 40 years, Automatic Laundry Company has been a
recognized leader in laundry facilities management," Mr. MacDonald
continued.  "Beyond the geographic match, the acquisition of
Automatic also represents a natural cultural fit for Mac-Gray, as
their approach to customer service and commitment to quality
closely mirrors our own."

"The acquisition brings to Mac-Gray a talented group of industry
professionals and a well-managed portfolio of long-term facilities
management contracts," Mr. MacDonald expressed.

"In an industry where brand equity and customer service are
critical, Mac- Gray has a long and distinguished reputation," Tom
Burgett, president of Automatic, said.  "We believe this
represents a tremendous opportunity to combine two truly dynamic
organizations."

"Mac-Gray's history of innovation closely aligns with our heritage
of delivering our customers the latest in laundry technology and
continually upgrading the services we offer," Mr. Burgett stated.

Mac-Gray is funding the acquisition with $185 million in new
senior bank credit facilities led by Bank of America.  The new
lending group also includes Key Bank, Wells Fargo Bank, TD
Banknorth, and Fifth Third Bank, along with ten other banks.

"We are pleased to have facilitated this acquisition, and are
confident about the potential for Mac-Gray," Anna Colton, middle
market banking executive for Bank of America in Boston, said.  "In
a difficult lending environment, and with the tightening in the
nation's credit markets, this deal stands out."

"Sixteen banks requested to participate in the new credit
facility, and the amount they committed was well beyond what was
sought," Ms. Colton went on to say.  "That is a testament to the
quality of the Mac-Gray story.

"We look forward to maintaining our excellent working relationship
with the company going forward," Ms. Colton concluded.

                     About Automatic Laundry

Based in Denver, Colorado, Automatic Laundry Company, Ltd. --
http://www.automaticlaundrycompany.com/-- has nine branch offices  
throughout the U.S.  Automatic is a division of the Pace Companies
in Fort Worth, Texas, and is estimated to be the fourth largest
laundry facilities contractor in the nation.  For the year ended
Dec. 31, 2007, Automatic generated approximately $65 million in
revenue.

                   About Mac-Gray Corporation
    
Headquartered in Waltham, Massachusetts, Mac-Gray Corporation
(NYSE: TUC) -- http://www.macgray.com/-- provides card-and coin-
operated laundry facilities management services and energy-
efficient MicroFridge(R) appliances to multi-nit housing locations
such as apartment buildings, college and university residence
halls, condominiums and public housing complexes.  Founded in
1927, Mac-Gray also sells services and leases commercial laundry
equipment to commercial laundromats and institutions through its
product sales division.  Mac-Gray serves approximately 63,000
multi-housing laundry rooms located in 40 states and the District
of Columbia.


MAC-GRAY CORP: Moody's Cuts Ratings on 7.625% Senior Notes to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded Mac-Gray Corporation's
speculative grade liquidity rating to SGL-3 from SGL-2, reflecting
the company's constrained liquidity profile following the debt
financed acquisition of Automated Laundry Company, Ltd., and the
subsequent reduction in revolver availability at the close of the
transaction.  At the same time, Moody's downgraded Mac-Gray's
7.625% senior unsecured notes due 2015 to B3 from B2, reflecting
lower expected recoveries on the notes in the event of default
because of an increase in senior secured debt in the capital
structure following the acquisition.  Moody's also affirmed Mac-
Gray's corporate family rating of B1 with a stable outlook.

Financing for the ALC acquisition consisted of a new $130 million
senior secured revolving credit facility due 2013 and a
$15 million senior unsecured revolving credit facility due April
1, 2009.  Following the acquisition, the company borrowed
$126.2 million of the $130 million secured revolver and
$1.1 million under the $15 million unsecured revolver, leaving
combined availability of approximately $17.7 million net of
$1 million in letters of credit.

The downgrade of Mac-Gray's liquidity rating to SGL-3 reflects
significant borrowings under the company's new revolving credit
facilities, limited remaining revolver availability, and
expectations of modest headroom under financial covenants.   
Nevertheless, Moody's believes that, for the next 12 months, free
cash flow and cash on hand will be sufficient to cover Mac-Gray's
modest working capital requirements, relatively stable and
predictable capital expenditures and mandatory term loan
amortization.  The ratings also reflect Mac-Gray's strong cash
flow generation capabilities that will be directed toward debt
reduction and the expectation of no further material acquisitions
over the period.

The B1 corporate family rating is supported by the company's
fairly stable and recurring cash flow due to its strong market
position, significant installed laundry equipment base, moderate
financial leverage, geographic diversity, long-term contracts with
little customer concentration, and historically high customer
retention rates.  The ratings also reflect the business risks
associated with integrating and improving the profitability of the
acquired assets, and the company's exposure to potentially adverse
fluctuations in multi-unit housing vacancy rates as evidenced by
modest revenue and EBITDA declines in recent quarters,
particularly in the Southeast and Southwest.  In addition, the
ratings incorporate the company's competitive pressures and
relatively high capital costs, which include advanced contract
payments.

Downgrades:

  -- Senior Unsecured Notes due 2015 to B3 (LGD5, 78%) from B2

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Mac-Gray Corporation, headquartered in Waltham, Massachusetts, is
the second largest national provider of management and services to
approximately 80,000 card- and coin-operated laundry facilities in
multi-unit housing, and college and university markets across 43
states.


MACROVISION SOLUTIONS: Moody's Cuts Rating on Proposed Loan to Ba2
------------------------------------------------------------------
Moody's Investors Service lowered the ratings for the proposed
senior secured term loan of Macrovision Solutions Corporation to
Ba2 from Ba1 based on the effects of a change in the capital
structure by the company.  The senior secured term loan has been
increased in size to $550 million from $500 million and the
company's proposed senior unsecured notes have been reduced to
$100 million from $150 million.  Additionally, the maturity of the
senior note was reduced to 5.5 years from 7 years.  Although this
structural change does not impact the company's corporate family
rating or total amount of debt, the impact to the individual
tranches of debt based on Moody's Loss Given Default methodology
includes a lowering of the senior secured rating to Ba2 from Ba1
as well as new LGD assessments.

These have been changed:

  -- $550 million senior secured term loan due 5yrs, to Ba2, LGD2
     (28%) from Ba1, LGD2 (25%)

  -- $100 million senior unsecured notes due 5.5yrs, to B1, LGD5
     (72%) from B1 LGD5 (80%)

These ratings are unchanged:

  -- Corporate family rating: Ba3

  -- Probability of default rating: Ba3

  -- Speculative grade liquidity rating: SGL-2

  -- Outlook, stable

Macrovision Solutions Corporation is acquiring Gemstar-TV Guide
International, Inc. for $2.8 billion financed with stock, debt,
and cash on hand at both companies.  The transaction is expected
to close in May 2008.

Macrovision Solutions Corporation is a leading global provider of
copy protection technology for the movie and video industries and
had 2007 revenues of $155 million.  Pro forma for the acquisition,
2007 revenues were approximately $607 million.  The company is
headquartered in Santa Clara, California.


MASTR TRUSTS: High Delinquencies Cue Moody's 50 Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 50 tranches
from 10 MASTR Alt-A transactions.  Nineteen tranches remain on
review for possible further downgrade.  Additionally, 29 tranches
were placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.  The
ratings were downgraded or placed on review, in general, based on
higher than anticipated rates of delinquency, foreclosure, and REO
in the underlying collateral relative to credit enhancement
levels.  The actions described below are a result of Moody's on-
going review process.

Complete rating actions are:

Issuer: MASTR Adjustable Rate Mortgages Trust 2005-7

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. B-1, Downgraded to Baa3 from Aa2

  -- Cl. B-2, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Ba2

Issuer: MASTR Adjustable Rate Mortgages Trust 2005-8

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. B-1, Downgraded to Baa2 from Aa2

  -- Cl. B-2, Downgraded to Ba2 from Aa3

  -- Cl. B-3, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-5, Downgraded to Ca from Ba3

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-2

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

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

  -- Cl. M-2, Downgraded to Baa2 from Aa2

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

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

  -- Cl. M-5, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-HF1

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

  -- Cl. M-1, Downgraded to B3 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 B3 from Aa3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-5, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

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

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-HF2

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

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

  -- Cl. M-1, Downgraded to B2 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 B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

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

Issuer: MASTR Alternative Loan Trust 2006-1

  -- Cl. B-3, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: MASTR Alternative Loan Trust 2006-2

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: MASTR Alternative Loan Trust 2006-3

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

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 15-A-X, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 30-A-X, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. B-3, Downgraded to Ca from B2

Issuer: MASTR Asset Backed Securities Trust 2005-AB1

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

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

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

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

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

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

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

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

Issuer: MASTR Asset Backed Securities Trust 2006-AB1

  -- Cl. M-5, Downgraded to A3 from A2

  -- Cl. M-6, Downgraded to Ba1 from A3

  -- Cl. M-7, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba3


MEDICOR LTD: Can Sell All Assets to Global Consolidated for $51MM
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District authorized MediCor Ltd. and its debtor-affiliates to
sell substantially all of their assets, their non-debtor foreign
subsidiaries' assets and certain intellectual property.

The Debtors' counsel will place at least $45,500,000 in net
proceeds from the sale in escrow, Bloomberg News reports.

As reported in the Troubled Company Reporter on March 28, 2008,
the Debtors and their non-debtor foreign subsidiaries --
Eurosilicone SAS, Biosil Limited and Nagor Limited -- entered into
agreements for the sale of their assets with:

   i) Global Consolidated Aesthetics (US) Corp. for the sale of
      PMA-related assets for $1,500,000;

  ii) Global Consolidated Aesthetics France SAS for the sale  
      Eurosilicone for $38,000,000;

iii) Global Consolidated Aesthetics UK Ltd. for the sale of
      Biosil for $5,000,000; and

  iv) Global Consolidated Aesthetics Holdings Ltd. for the sale of
      Nagor for $7,000,000.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, said that
the proceeds of the sale will pay costs and expenses, claims of
creditors and advances made under the Debtors' loan facility.

A full-text copy of the Debtors' motion is available for free at:

              http://ResearchArchives.com/t/s?29a3

Based in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products         
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The company and seven of its affiliates filed for chapter 11
protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to
effectuate the orderly marketing and sale of their business.  
Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A.
Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the
Debtors' Delaware counsel.  The Debtors engaged Alvarez & Marsal
North America LLC as their restructuring advisor.  David W.
Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP
serve as the Official Committee of Unsecured Creditor's counsel.  
In its schedules of assets and debts filed with the Court, Medicor
disclosed total assets of $96,553,019, and total debts of
$158,137,507.


MERGE HEALTHCARE: KPMG LLP Raises Substantial Doubt
---------------------------------------------------
KPMG LLP in Chicago raised substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.

KPMG also expressed an adverse opinion on the company's internal
control over financial reporting as of Dec. 31, 2007.

Merge Healthcare said that the company continues to face
significant business challenges from restatements of certain of
its financial statements completed in 2007 and 2006, the formal
investigation being conducted by the Securities and Exchange
Commission, and class action and other lawsuits.

The company believes that these matters have adversely affected
the morale of its employees, its relationships with certain
customers and potential customers, its reputation in the
marketplace, and has continued to divert the attention of its
board of directors and management from its business operations
during 2007.  This has contributed to its declining performance
and consequent use of cash.

                            Financials

For the year ended Dec. 31, 2007, the company posted a
$171,568,000 net loss on $59,572,000 of total net sales as
compared with a $258,923,000 net loss on $74,322,000 of total net
sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed $61,635,000
in total assets, $37,230,000 in total liabilities, and $24,405,000
in total stockholders' equity.

The company's accumulated deficit at Dec. 31, 2007, almost doubled
to $434,958,000 from $263,390,000 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2acc

                      About Merge Healthcare

Based in Milwaukee, Merge Healthcare Incorporated (NASDAQ: MRGE)
-- http://www.merge-efilm.com/-- develops clinical and medical  
imaging software applications and development tools.  The company
also develops medical imaging software solutions that support end
toend business and clinical workflow for radiology department and
specialty practices, imaging centers and hospitals.


M FABRIKANT: Files Modified Chapter 11 Plan; Lenders Balk Again
---------------------------------------------------------------
M. Fabrikants & Sons Inc. and Fabrikant-Leer International Ltd.,
together with the Official Committee of Unsecured Creditors and
other current lenders, filed their modified Chapter 11 Plan of
Liquidation on April 24.

                        Plan-Created Trusts

The Plan provides for the liquidation of the assets of the
estates, including the investigation and prosecution of certain
causes of action, by two liquidating trusts to be formed pursuant
to the Plan and related liquidating trust agreements.

The first of these trusts is the Shared Assets Trust, which shall
contain the trust assets.  The second of these trusts is the GUC
Trust, which shall contain the GUC trust assets.

The beneficiaries of the Shared Assets Trust are the Debtors'
current lenders and the GUC Trust, while the beneficiaries of the
GUC Trust are the GUC Trust beneficiaries, who are holders of the
GUC Trust Interests.

The Shared Assets Trust is charged with liquidating the trust
assets, which are:

   i) any and all claims or causes of action of the Debtors, their
      estates, or the Committee, against third parties;

  ii) any and all claims or causes of action of their current
      lenders, the Wilmington Trust Company, or any of their
      respective predecessors in interest;

iii) affiliate receivables or subsidiary equity which secure the
      current lender claims;

  iv) any unencumbered assets of the estates; and

   v) the remaining cash held by for the benefit for the estates
      upon entry of the confirmation order.

The proceeds of the Trust Assets shall be distributed to the
holders of Class 2 Claims and the GUC Trust -- the
ultimate beneficiaries of which are holders of allowed Class 4
Claims and Class 5 Claims on account of their claims against the
Debtors.

The Shared Assets Trust shall also make distributions on account
of allowed administrative and priority claims and be charged with
reconciling disputed administrative and priority claims.  The
Shared Assets Trust shall be managed by the Shared Assets Trustee,
as well as a five-member Shared Assets Trust Beneficiary
Committee, three of whose members shall be selected by the Current
Lenders and two of whose members shall be selected by the
Committee.

The GUC Trust is charged with:

   i) liquidating the original lender litigation claims;

  ii) receiving distributions on account of the Shared Assets
      Trust Class B Interests; and

iii) making distributions in respect of:

      a) any distributions to the GUC Trust on account of the
         Shared Assets Trust Class B Interests; and

      b) proceeds, if any, of the original lender litigation
         claims to the holders of allowed Class 4 Claims on
         account of their Unsecured Claims against M Fabrikant and
         the holders of Allowed Class 5 Claims on account of their
         Unsecured Claims against Fabrikant-Leer.

The GUC Trust shall also be responsible for objecting to and
reconciling Disputed Class 4 Claims and Disputed Class 5 Claims.

                        Treatment of Claims

Each holder of an allowed administrative claim, priority tax
claims, and professional fee claims will receive cash from the
remaining cash or the shared assets trust in an amount equal to
each respective claim.  Priority tax claims holders will also
receive deferred cash payments from remaining cash and the trust.

Each holder of allowed Class 1 other priority claims will be paid
in full in cash from the remaining cash or the shared assets
trust.

Each holder of an allowed Class 2 current lender claims will
receive its pro rata share of the Share Assets Trust Class A
Interests.

Class 3 other secured claims holders will receive one of the
alternative treatments, at the election of a Shared Assets
Trustee:

   a) such Claim shall be paid in full in cash from the remaining
      cash or the Shared Assets Trust;

   b) the legal, equitable and contractual rights;

   c) such claim shall receive the treatment described in Section
      1124(2) of the U.S. Bankruptcy Code; or

   d) all collateral securing such claim shall be transferred and
      surrendered to such holder, without representation or
      warranty by or recourse against the Debtors, the Shared
      Assets Trust, or the GUC Trust.

Each holder of an allowed Class 4 Debtor claims and Class 5
Fabrikant-Leer claims will receive its pro rata share of the GUC
Trust Interests.

No distributions will be made with respect to any Class 6 interest
claims.

                        Lender's Objections

However, the Debtors' original, prepetition secured lenders led by
JPMorgan Chase & Co. objected to the modified Plan, saying that
the modified Plan is not consistent and does not comply with the
Court's final cash collateral order and its April 9 decision to
overrule their initial plan objections.

The final cash collateral order provided various protections for
"Lenders, including certain setoff rights.

Although certain paragraphs of the final cash collateral order
contemplated that the Committee would have the option of filing an
adversary proceeding against any of the "Lender Parties,"
including the original lenders, under certain circumstances, the
order also provided that the Committee's ability to pursue such
claims was "without prejudice to any and all of the Lender
Parties' legal and equitable claims, counterclaims, defenses and
rights of offset and setoff in response to any such Challenge, all
of which are reserved. . .

The Final Cash Collateral Order, the lenders contended, thus
specifically provided that nothing related to the Committee's
pursuit of claims against the original lenders on behalf of the
Debtors could prejudice any defenses that the Original Lenders
might have to such claims, including but not limited to setoff
rights.

They argued that the Plan and the order of confirmation improperly
address the assertability and right to recover attorneys' fee and
litigation-related expenses and rights of setoff, issues that
should be addressed exclusively in relation to the purported
adversary proceeding.

The Plan violates Section 1129(a)(1) of the Bankruptcy Code
because neither it nor the proposed order of Plan confirmation
makes or will make the Plan conform to the requirements of the
Court's final cash collateral order, which by its terms is
intended to survive any order confirming the Plan.

Finally, the Plan and Proposed Order of Confirmation purport to
require the Court to find that no aspects of the Plan, in
particular the Committee's settlement of claims against the
current lenders, operate as releases of the Committee's claims
against the original lenders.

                      About M. Fabrikant

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.

In schedules filed with the Court, M. Fabrikant disclosed total
assets of $225,612,204 and total debts of $439,993,890.  The
Debtors filed their Plan of Liquidation and accompanying
Disclosure Statement in October 2007.


MICRON TECHNOLOGY: Moody's Keeps 'Ba3' Rating; Gives Neg. Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Micron Technology, Inc.'s Ba3
corporate family rating and revised the outlook to negative from
stable.  Moody's also assigned a speculative grade liquidity
rating of SGL-2.

The negative rating outlook reflects expectations for continued
challenging conditions in Micron's core DRAM and NAND flash memory
markets.  Over the past year, the memory markets have been
hampered by excess capacity, lower unit demand and continued sharp
ASP (average selling price) erosion.  For most of fiscal 2007 the
company was unable to lower unit production costs quickly enough
to offset sharp ASP degradation given the difficult DRAM pricing
environment.

The negative outlook also reflects the company's weakened
financial flexibility given Micron's capital intensive business
model in which large capital expenditures to transition its wafer
fabs to 300mm capacity have outpaced internally funded cash flow
generation, which has resulted in significant negative free cash
flow over the past 18 months.  Though Micron has flexibility to
reduce certain capex requirements, Moody's expectation is for
lower cash balances over the near-term given the large capital
expenditures planned for fiscal 2008, which are anticipated to be
in excess of internal cash flow from operations.

Additionally, Moody's believes Micron will be challenged to expand
its leading edge technology in a timely manner beyond consumer-
based end markets, which depend, in large part, on consumer
discretionary spending, an area that has experienced a marked
slowdown in recent months.

Maintenance of the Ba3 rating is predicated on prudent cash
management and improvement in credit protection measures and
margins as a result of continued cost reductions and increased
operating efficiencies relative to ASP pressures.  Moody's notes
the rating would likely experience downward pressure near-term if
challenging industry conditions do not abate and poor execution
causes Micron to experience further operating margin degradation
and sustained levels of negative free cash flow, resulting in
further weakening of its liquidity position or increased use of
debt.

The SGL-2 rating reflects the company's good liquidity.  However,
Micron's liquidity position could become an area of concern given
the company's declining cash balances, weakening gross cash flow
and expectations of continued negative free cash flow generation.   
As of February 2008, the company had approximately $1.8 billion in
cash and short-term investments.  This is down from $2.9 billion
of cash in May 2007, which was artificially boosted by proceeds
from a $1.3 billion convertible note issue to help fund the large
capex requirement.  Micron will need to service roughly
$528 million of debt maturities over the next year, presumably
with balance sheet cash since Moody's does not anticipate free
cash flow to be positive over this period.  The Ba3 rating
incorporates Moody's expectations that Micron will maintain at
least
$1.2 billion of balance sheet liquidity and flat to lower debt
levels over the near to intermediate term.

For the quarter ended Feb. 28, 2008, Micron's revenues declined 5%
to $1.36 billion from $1.43 billion in the comparable 2007 period
while gross margins declined to -3.2% from 25% over the same time
period, which can be attributed to sharp ASP decline in its core
memory markets (i.e., 60% drop in DRAM and 70% drop in NAND), the
company's inability to reduce costs at a faster pace than market
price erosion and lack of a material increase in DRAM production
volumes to offset sharp ASP declines.  However, Micron's ongoing
transition of its DRAM production using 68-nanometer process
technology and 50-nanometer NAND process technology could provide
a base off of which cost reductions and higher volumes can be
realized to offset the steep price declines across the memory
market.

These ratings and assessments were affirmed:

  -- Corporate Family Rating: Ba3

  -- Probability of Default Rating: Ba3

  -- Senior Unsecured Shelf Registration: (P)B1 (LGD-5, 71%)

  -- Subordinated Shelf Registration: (P)B2 (LGD-6, 97%)

This rating was assigned:

  -- Speculative Grade Liquidity: SGL-2

The outlook is negative.

Micron Technology, Inc., headquartered in Boise, Idaho, is a
manufacturer of DRAM, NAND flash memory, CMOS image sensors, and
semiconductor components.  Revenues and EBITDA for the twelve
months ended Feb. 28, 2008 were approximately $5.6 billion and
$1.1 billion, respectively.


MICRON TECHNOLOGY: S&P Keeps 'BB-' Corp. Rating on Ample Liquidity
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Micron
Technology Inc., including its 'BB-' corporate credit and senior
unsecured debt ratings.  S&P removed all the ratings from
CreditWatch, where they had been placed with negative implications
on March 10, 2008.  The outlook is negative.
     
At the same time, Standard & Poor's assigned a '3' recovery rating
to Micron's $1.3 billion senior unsecured notes, indicating the
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.
     
"The rating action reflects our expectation that the company will
continue to maintain a moderate capital structure with ample
liquidity in the intermediate term," said Standard & Poor's credit
analyst Bruce Hyman.  "However, Micron's near- to intermediate-
term operating results will be pressured by weak economic
conditions that will constrain an increase in demand in the
company's NAND and traditional DRAM businesses."
     
The ratings on Boise, Idaho-based Micron reflect the company's
current profitability challenges and likely negative free cash
flows during the latest investment cycle in the semiconductor
memory industry.  These factors are offset partially by the
company's substantial liquidity and moderate capitalization.
     
Micron is the fifth-largest DRAM supplier, with about a 10% market
share, having substantially reduced its exposure to the commodity
market in the past few years.


MIDDLETON DOLL: Losses and Cash Outflows Prompt Going Concern
-------------------------------------------------------------
Virchow, Krause & Company, LLP, in Milwaukee, Wis., raised
substantial doubt on The Middleton Doll Company's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses and operating cash outflows.

For the year ended Dec. 31, 2007, the company posted a $1,495,759
net loss on $12,658,183 of net sales as compared with a $376,088
net loss on $12,044,872 of net sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed $13,611,471
in total assets, $10,572,577 in total liabilities, and $3,038,894
in total stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ac5

Based in Waukesha, Wis., The Middleton Doll Company --
http://www.themiddletondollcompany.com/-- through its  
subsidiaries, designs and distributes lifelike collectible and
play dolls and designs and distributes clocks and home decor
products.


MORGAN STANLEY MORTGAGE: Fitch Downgrades Ratings on $812MM Certs.
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
mortgage pass-through certificates.  Affirmations total
$3.4 billion and downgrades total $812.2 million.  Additionally,
$1.4 million was placed on Rating Watch Negative and $19.3 million
was removed from Rating Watch Negative.

Morgan Stanley ABS Capital I Inc. 2003-HE1

  -- $49.5 million class M-1 affirmed at 'AA+';

  -- $26.4 million class M-2 affirmed at 'A+';

  -- $2.9 million class M-3 affirmed at 'A-';

  -- $2.8 million class B-1 affirmed at 'BBB+';

  -- $2.8 million class B-2 downgraded to 'BB' from 'BBB', removed
     from Rating Watch Negative;

  -- $3.3 million class B-3 downgraded to 'CC/DR2' from 'B-/DR1'.

Deal Summary

  -- Originators: Aames (54%), Accredited (30%)
  -- 60+ day Delinquency: 21.20%
  -- Realized Losses to date (% of Original Balance): 1.87%

Morgan Stanley ABS Capital I Inc. Trust 2003-HE2

  -- $37.2 million class M-1 affirmed at 'AA';

  -- $17.1 million class M-2 affirmed at 'A';

  -- $1.9 million class M-3 affirmed at 'A-';

  -- $1.9 million class B-1 affirmed at 'BBB+';

  -- $1.9 million class B-2 affirmed at 'BBB';

  -- $1.4 million class B-3 rated 'BBB-', remains on Rating Watch
     Negative.

Deal Summary

  -- Originators: Wells Fargo (45%), Aames (41%)
  -- 60+ day Delinquency: 19.43%
  -- Realized Losses to date (% of Original Balance): 1.19%

Morgan Stanley ABS Capital I Inc. 2003-HE3

  -- $2.1 million class A-3 affirmed at 'AAA';
  -- $37.4 million class M-1 affirmed at 'AA';
  -- $19.8 million class M-2 affirmed at 'A';
  -- $2.1 million class M-3 affirmed at 'A-';
  -- $2.1 million class B-1 affirmed at 'BBB+';
  -- $2.4 million class B-2 affirmed at 'BBB';
  -- $2.5 million class B-3 downgraded to 'B' from 'BB+'.

Deal Summary

  -- Originators: Aames (60%), Accredited (40%)
  -- 60+ day Delinquency: 14.93%
  -- Realized Losses to date (% of Original Balance): 1.51%

Morgan Stanley Dean Witter Capital I Inc 2003-NC1

  -- $50.0 million class M-1 downgraded to 'A' from 'AA';
  -- $7.6 million class M-2 downgraded to 'BB+' from 'A-';
  -- $1.2 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $5.5 million class B-1 downgraded to 'C/DR5' from 'B';
  -- $2.3 million class B-2 revised to 'C/DR6' from C/DR5'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 37.99%
  -- Realized Losses to date (% of Original Balance): 1.88%

Morgan Stanley Dean Witter Capital I Inc 2003-NC2

  -- $54.1 million class M-1 affirmed at 'AA';
  -- $7.7 million class M-2 affirmed at 'A+';
  -- $3.0 million class M-3 affirmed at 'A-';
  -- $4.6 million class B-1 downgraded to 'B-/DR1' from 'BB-';
  -- $1.6 million class B-2 downgraded to 'C/DR4' from 'B+'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 18.51%
  -- Realized Losses to date (% of Original Balance): 1.53%

Morgan Stanley Dean Witter Capital I Inc 2003-NC3

  -- $35.5 million class M-1 affirmed at 'AA';
  -- $5.1 million class M-2 affirmed at 'A+';
  -- $1.8 million class M-3 downgraded to 'BBB+' from 'A';
  -- $1.3 million class B-1 downgraded to 'BBB' from 'A-';
  -- $1.7 million class B-2 downgraded to 'B' from 'BB+';
  -- $1.4 million class B-3 downgraded to 'C/DR5' from 'B'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 20.97%
  -- Realized Losses to date (% of Original Balance): 1.61%

Morgan Stanley Dean Witter Capital I Inc 2003-NC4

  -- $34.3 million class M-1 affirmed at 'AA';
  -- $8.4 million class M-2 affirmed at 'A';
  -- $1.7 million class M-3 downgraded to 'BBB' from 'A-';
  -- $2.0 million class B-1 affirmed at 'B';
  -- $1.4 million class B-2 downgraded to 'CC/DR2' from 'B-/DR1';
  -- $1.1 million class B-3 downgraded to 'C/DR5' from 'B-/DR1'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 17.89%
  -- Realized Losses to date (% of Original Balance): 1.27%

Morgan Stanley ABS Capital I Inc. Trust 2003-NC5

  -- $52.8 million class M-1 affirmed at 'AA';
  -- $8.2 million class M-2 affirmed at 'A';
  -- $2.7 million class M-3 downgraded to 'BBB' from 'A-';
  -- $2.1 million class B-1 downgraded to 'B' from 'BB';
  -- $2.0 million class B-2 downgraded to 'CCC/DR2' from 'B';
  -- $2.2 million class B-3 downgraded to 'C/DR5' from 'B-/DR1'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 19.88%
  -- Realized Losses to date (% of Original Balance): 1.49%

Morgan Stanley ABS Capital I Inc. Trust 2003-NC6

  -- $41.5 million class M-1 affirmed at 'AA';
  -- $7.8 million class M-2 affirmed at 'A';
  -- $2.5 million class M-3 downgraded to 'BBB' from 'A-';
  -- $2.1 million class B-1 downgraded to 'B' from 'BB+';
  -- $1.4 million class B-2 downgraded to 'CCC/DR2' from 'B';
  -- $2.5 million class B-3 downgraded to 'C/DR5' from 'B-/DR1'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 18.69%
  -- Realized Losses to date (% of Original Balance): 1.81%

Morgan Stanley ABS Capital I Inc. Trust 2003-NC7

  -- $34.8 million class M-1 affirmed at 'AA';
  -- $4.9 million class M-2 affirmed at 'A';
  -- $1.6 million class M-3 affirmed at 'A-';
  -- $1.4 million class B-1 affirmed at 'BBB+';
  -- $1.1 million class B-2 affirmed at 'BB+';
  -- $1.7 million class B-3 downgraded to 'CCC/DR2' from 'B-/DR1'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 18.95%
  -- Realized Losses to date (% of Original Balance): 1.44%

Morgan Stanley ABS Capital I Inc. Trust 2003-NC8

  -- $87.1 million class M-1 affirmed at 'AA';
  -- $14.5 million class M-2 affirmed at 'A';
  -- $4.2 million class M-3 downgraded to 'BBB' from 'A-';
  -- $3.7 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $2.9 million class B-2 downgraded to 'BB' from 'BBB';
  -- $3.5 million class B-3 downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 21.26%
  -- Realized Losses to date (% of Original Balance): 1.21%

Morgan Stanley ABS Capital I Inc. Trust 2003-NC9

  -- $0.2 million class B downgraded to 'CCC/DR2' from 'BBB-'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 18.31%
  -- Realized Losses to date (% of Original Balance): 1.11%

Morgan Stanley ABS Capital I Inc. Trust 2003-NC10

  -- $88.9 million class M-1 affirmed at 'AA';
  -- $23.0 million class M-2 affirmed at 'A';
  -- $2.9 million class M-3 downgraded to 'BBB+' from 'A-';
  -- $3.3 million class B-1 downgraded to 'BBB-' from 'BBB+';
  -- $4.0 million class B-2 downgraded to 'BB-' from 'BBB-';
  -- $5.2 million class B-3 downgraded to 'C/DR5' from 'B'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 21.91%
  -- Realized Losses to date (% of Original Balance): 1.31%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE1

  -- $33.3 million class A-4 affirmed at 'AAA';
  -- $103.0 million class M-1 affirmed at 'AA';
  -- $41.6 million class M-2 affirmed at 'A';
  -- $4.0 million class M-3 downgraded to 'BBB' from 'A-';
  -- $4.7 million class B-1 downgraded to 'BBB-' from 'BBB+';
  -- $4.7 million class B-2 downgraded to 'BB' from 'BBB';
  -- $4.6 million class B-3 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: New Century (44%), Aames (36%)
  -- 60+ day Delinquency: 19.36%
  -- Realized Losses to date (% of Original Balance): 1.17%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE2

  -- $112.4 million class M-1 affirmed at 'AA';
  -- $41.1 million class M-2 affirmed at 'A';
  -- $4.0 million class M-3 affirmed at 'A-';
  -- $4.1 million class B-1 downgraded to 'BBB' from 'BBB+';
  -- $3.1 million class B-2 downgraded to 'BBB-' from 'BBB';
  -- $3.1 million class B-3 downgraded to 'BB' from 'BBB-'.

Deal Summary

  -- Originators: New Century (56%), Aames (26%)
  -- 60+ day Delinquency: 18.35%
  -- Realized Losses to date (% of Original Balance): 1.10%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE3

  -- $0.4 million class A-2 affirmed at 'AAA';

  -- $8.4 million class A-4 affirmed at 'AAA';

  -- $75.7 million class M-1 affirmed at 'AA';

  -- $40.7 million class M-2 affirmed at 'A';

  -- $11.6 million class M-3 affirmed at 'A-';

  -- $3.4 million class B-1 affirmed at 'BBB+';

  -- $3.0 million class B-2 downgraded to 'BBB-' from 'BBB',
     removed from Rating Watch Negative;

  -- $3.3 million class B-3 affirmed at 'B'.

Deal Summary

  -- Originators: New Century (49%), Aames (40%)
  -- 60+ day Delinquency: 16.30%
  -- Realized Losses to date (% of Original Balance): 1.37%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE4

  -- $89.8 million class M-1 affirmed at 'AA';

  -- $75.6 million class M-2 downgraded to 'A-' from 'A';

  -- $12.4 million class M-3 downgraded to 'BBB' from 'A-';

  -- $5.6 million class B-1 downgraded to 'BB+' from 'BBB+',
     removed from Rating Watch Negative;

  -- $6.7 million class B-2 affirmed at 'B';

  -- $5.9 million class B-3 downgraded to 'C/DR5' from 'B-/DR1'.

Deal Summary

  -- Originators: New Century (55%), Aames (37%)
  -- 60+ day Delinquency: 22.62%
  -- Realized Losses to date (% of Original Balance): 1.41%

Morgan Stanley ABS Capital I, Inc. 2004-HE5

  -- $65.9 million class M-1 affirmed at 'AA';
  -- $58.9 million class M-2 downgraded to 'BBB+' from 'A';
  -- $7.5 million class M-3 downgraded to 'BBB' from 'A-';
  -- $4.7 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $4.5 million class B-2 downgraded to 'BB' from 'BBB';
  -- $3.9 million class B-3 downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: New Century (70%), Accredited (30%)
  -- 60+ day Delinquency: 21.21%
  -- Realized Losses to date (% of Original Balance): 1.17%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE6

  -- $4.9 million class A-1 affirmed at 'AAA';
  -- $14.3 million class A-2 affirmed at 'AAA';
  -- $38.6 million class M-1 affirmed at 'AA+';
  -- $38.6 million class M-2 affirmed at 'AA';
  -- $20.8 million class M-3 affirmed at 'AA-';
  -- $38.6 million class M-4 affirmed at 'A';
  -- $20.8 million class M-5 affirmed at 'A-';
  -- $14.9 million class B-1 downgraded to 'BBB' from 'BBB+';
  -- $6.4 million class B-2 downgraded to 'BB' from 'BBB';
  -- $5.7 million class B-3 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: Accredited (66%), New Century (34%)
  -- 60+ day Delinquency: 20.31%
  -- Realized Losses to date (% of Original Balance): 1.25%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE7

  -- $36.6 million class M-1 affirmed at 'AA+';
  -- $36.1 million class M-2 affirmed at 'AA';
  -- $23.9 million class M-3 affirmed at 'AA-';
  -- $42.9 million class M-4 affirmed at 'A';
  -- $19.8 million class M-5 downgraded to 'BBB' from 'A-';
  -- $9.9 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $3.5 million class B-2 downgraded to 'BB' from 'BBB';
  -- $4.0 million class B-3 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: Aames (64%), New Century (36%)
  -- 60+ day Delinquency: 22.72%
  -- Realized Losses to date (% of Original Balance): 1.57%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE8

  -- $2.7 million class A-4 affirmed at 'AAA';
  -- $4.3 million class A-7 affirmed at 'AAA';
  -- $39.8 million class M-1 affirmed at 'AA+';
  -- $41.2 million class M-2 affirmed at 'AA';
  -- $23.7 million class M-3 affirmed at 'AA-';
  -- $21.0 million class M-4 affirmed at 'A+';
  -- $19.6 million class M-5 affirmed at 'A';
  -- $18.9 million class M-6 affirmed at 'A-';
  -- $16.1 million class B-1 downgraded to 'BBB-' from 'BBB+';
  -- $14.0 million class B-2 downgraded to 'BB' from 'BBB';
  -- $14.0 million class B-3 downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: New Century (71%), Aames (29%)
  -- 60+ day Delinquency: 21.95%
  -- Realized Losses to date (% of Original Balance): 1.15%

Morgan Stanley ABS Capital I Inc. Trust 2004-HE9

  -- $77.5 million class M-1 affirmed at 'AA+';
  -- $54.9 million class M-2 affirmed at 'AA';
  -- $29.2 million class M-3 downgraded to 'A+' from 'AA-';
  -- $28.3 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $24.9 million class M-5 downgraded to 'BBB' from 'A';
  -- $22.3 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $9.2 million class B-1 downgraded to 'BB' from 'BBB+';
  -- $5.2 million class B-2 downgraded to 'BB' from 'BBB';
  -- $6.0 million class B-3 downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: New Century (56%), Aames (25%)
  -- 60+ day Delinquency: 22.62%
  -- Realized Losses to date (% of Original Balance): 1.10%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC1

  -- $84.4 million class M-1 affirmed at 'AA';
  -- $73.0 million class M-2 affirmed at 'A';
  -- $12.1 million class M-3 affirmed at 'A-';
  -- $4.8 million class B-1 affirmed at 'BBB+';
  -- $4.8 million class B-2 affirmed at 'BBB';
  -- $5.0 million class B-3 affirmed at 'BBB-'.

Deal Summary

  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 11.14%
  -- Realized Losses to date (% of Original Balance): 1.08%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC2

  -- $42.6 million class M-1 affirmed at 'AA';
  -- $22.8 million class M-2 affirmed at 'A';
  -- $2.1 million class M-3 downgraded to 'BBB' from 'A-';
  -- $2.5 million class B-1 downgraded to 'B' from 'BBB+';
  -- $2.1 million class B-2 downgraded to 'B-/DR2' from 'BBB';
  -- $1.6 million class B-3 downgraded to 'B-/DR2' from 'BB';
  -- $0.8 million class B-4 downgraded to 'C/DR4' from 'B'.

Deal Summary

  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 16.32%
  -- Realized Losses to date (% of Original Balance): 1.21%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC3

  -- $79.9 million class M-1 affirmed at 'AA';
  -- $42.6 million class M-2 downgraded to 'A-' from 'A';
  -- $4.4 million class M-3 downgraded to 'BBB' from 'A-';
  -- $3.9 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $4.2 million class B-2 downgraded to 'BB' from 'BBB';
  -- $4.3 million class B-3 downgraded to 'C/DR5' from 'B+';
  -- $1.2 million class B-4 downgraded to 'C/DR6' from 'B'.

Deal Summary

  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 24.06%
  -- Realized Losses to date (% of Original Balance): 1.14%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC4

  -- $45.6 million class M-1 affirmed at 'AA';
  -- $38.0 million class M-2 affirmed at 'A';
  -- $9.1 million class M-3 affirmed at 'A-';
  -- $3.4 million class B-1 downgraded to 'BBB' from 'BBB+';
  -- $2.6 million class B-2 downgraded to 'BB+' from 'BBB';
  -- $2.4 million class B-3 downgraded to 'B' from 'BB';
  -- $2.6 million class B-4 downgraded to 'C/DR5' from 'CCC/DR1'.

Deal Summary

  -- Originators: 100% New Century
  -- 60+ day Delinquency: 16.12%
  -- Realized Losses to date (% of Original Balance): 1.16%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC5

  -- $42.2 million class M-1 affirmed at 'AA';
  -- $38.0 million class M-2 affirmed at 'A';
  -- $7.3 million class M-3 downgraded to 'BBB+' from 'A-';
  -- $3.0 million class B-1 downgraded to 'BBB-' from 'BBB+';
  -- $2.5 million class B-2 downgraded to 'BB-' from 'BB+';
  -- $1.9 million class B-3 affirmed at 'B'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 21.17%
  -- Realized Losses to date (% of Original Balance): 1.00%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC6

  -- $76.0 million class M-1 affirmed at 'AA';

  -- $66.0 million class M-2 affirmed at 'A';

  -- $6.8 million class M-3 affirmed at 'A-';

  -- $5.3 million class B-1 downgraded to 'BBB' from 'BBB+';

  -- $4.3 million class B-2 downgraded to 'BB+' from 'BBB';

  -- $4.7 million class B-3 downgraded to 'B' from 'BBB-', removed
     from Rating Watch Negative.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 18.18%
  -- Realized Losses to date (% of Original Balance): 1.12%

Morgan Stanley ABS Capital I Inc. Trust 2004-NC7 Total Pool

  -- $33.4 million class M-1 affirmed at 'AA+';
  -- $39.0 million class M-2 affirmed at 'AA';
  -- $24.0 million class M-3 affirmed at 'AA-';
  -- $39.0 million class M-4 affirmed at 'A';
  -- $21.0 million class M-5 downgraded to 'BBB+' from 'A-';
  -- $15.0 million class B-1 downgraded to 'BBB-' from 'BBB+';
  -- $13.3 million class B-2 downgraded to 'BB' from 'BBB';
  -- $6.2 million class B-3 downgraded to 'B' from 'BBB-'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 19.79%
  -- Realized Losses to date (% of Original Balance): 1.38%

Morgan Stanley ABS Capital I Trust 2004-NC8

  -- $54.7 million class M-1 affirmed at 'AA+';
  -- $41.9 million class M-2 affirmed at 'AA';
  -- $18.0 million class M-3 affirmed at 'AA-';
  -- $21.0 million class M-4 affirmed at 'A+';
  -- $18.0 million class M-5 affirmed at 'A';
  -- $18.0 million class M-6 affirmed at 'A-';
  -- $13.2 million class B-1 affirmed at 'BBB+';
  -- $7.7 million class B-2 affirmed at 'BBB';
  -- $4.7 million class B-3 affirmed at 'BBB-'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 13.75%
  -- Realized Losses to date (% of Original Balance): 0.88%

Morgan Stanley ABS Capital I Inc. Trust 2004-OP1

  -- $50.3 million class M-1 affirmed at 'AA+';
  -- $44.9 million class M-2 affirmed at 'AA';
  -- $28.6 million class M-3 affirmed at 'AA-';
  -- $24.8 million class M-4 affirmed at 'A+';
  -- $22.5 million class M-5 affirmed at 'A';
  -- $18.6 million class M-6 affirmed at 'A-';
  -- $18.6 million class B-1 affirmed at 'BBB+';
  -- $12.4 million class B-2 affirmed at 'BBB';
  -- $10.6 million class B-3 affirmed at 'BBB-'.

Deal Summary

  -- Originators: Option One Mortgage Corporation
  -- 60+ day Delinquency: 19.74%
  -- Realized Losses to date (% of Original Balance): 0.86%

Morgan Stanley ABS Capital I Inc. Trust 2004-WMC1

  -- $40.5 million class M-1 affirmed at 'AA';
  -- $28.7 million class M-2 affirmed at 'A';
  -- $2.5 million class M-3 affirmed at 'A-';
  -- $2.5 million class B-1 affirmed at 'BBB+';
  -- $2.7 million class B-2 affirmed at 'BBB'.

Deal Summary

  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 15.79%
  -- Realized Losses to date (% of Original Balance): 0.93%

Morgan Stanley ABS Capital I Inc. 2004-WMC2

  -- $84.0 million class M-1 affirmed at 'AA';
  -- $48.4 million class M-2 affirmed at 'A';
  -- $5.5 million class M-3 affirmed at 'A-';
  -- $4.7 million class B-1 affirmed at 'BBB+';
  -- $3.9 million class B-2 affirmed at 'BBB'.

Deal Summary

  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 16.58%
  -- Realized Losses to date (% of Original Balance): 0.78%

Morgan Stanley ABS Capital I Inc. Trust 2004-WMC3

  -- $31.0 million class M-1 affirmed at 'AA+';

  -- $35.1 million class M-2 affirmed at 'AA';

  -- $21.5 million class M-3 downgraded to 'A-' from 'AA-';

  -- $19.3 million class M-4 downgraded to 'BBB+' from 'A+';

  -- $14.4 million class M-5 downgraded to 'BBB' from 'A';

  -- $4.3 million class M-6 downgraded to 'BB+' from 'A-';

  -- $3.7 million class B-1 downgraded to 'BB' from 'BBB+';

  -- $3.1 million class B-2 downgraded to 'BB' from 'BBB', removed
     from Rating Watch Negative;

  -- $4.0 million class B-3 affirmed at 'B'.

Deal Summary

  -- Originators: WMC Mortgage Corporation (100%)
  -- 60+ day Delinquency: 31.91%
  -- Realized Losses to date (% of Original Balance): 1.63%


MORGAN STANLEY DEAN: Moody's Confirms Low-B Ratings on Six Classes
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 15 classes of Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2003-HQ2:

  -- Class A-1, $136,573,815, affirmed at Aaa
  -- Class A-2, $522,232,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $39,591,000, upgraded to Aaa from Aa2
  -- Class C, $41,920,000, affirmed at A2
  -- Class D, $9,316,000, affirmed at A3
  -- Class E, $9,315,000, affirmed at Baa1
  -- Class F, $10,480,000, affirmed at Baa2
  -- Class G, $8,151,000, affirmed at Baa3
  -- Class H, $13,974,000, affirmed at Ba1
  -- Class J, $5,822,000, affirmed at Ba2
  -- Class K, $2,329,000, affirmed at Ba3
  -- Class L, $2,329,000, affirmed at B1
  -- Class M, $4,658,000, affirmed at B2
  -- Class N, $2,329,000, affirmed at B3

Moody's is upgrading Class B due to defeasance and increased
credit support.

As of the April 14, 2008 distribution date, the transaction's
aggregate principal balance has decreased by approximately 12.6%
to $814.3 million from $931.6 million at securitization.  The
Certificates are collateralized by 51 loans, ranging in size from
less than 1.0% to 20.0% of the pool, with the top ten loans
representing 66.5% of the pool.  The pool includes four loans with
underlying ratings representing 39.4% of the pool.  Eleven loans,
representing 15.8% of the pool, have defeased and are secured by
U.S. Government securities.

One loan has been liquidated from the pool resulting in a realized
loss of approximately $5.2 million.  There are currently no loans
in special servicing.  Six loans, representing 2.9% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 and partial or full year
2007 operating results for 100% and 82.1% of the pool,
respectively.  Moody's weighted average loan to value ratio for
the conduit component is 83.1%, essentially the same as at Moody's
last review in May 2006, compared to 88.3% at securitization.

The largest loan with an underlying rating is the 1290 Avenue of
Americas Loan ($163.3 million -- 20.0%), which represents a
participation interest in the senior component of a $381.0 million
mortgage loan.  The loan is secured by a 2.0 million square foot
office building located in New York City.  Major tenants include
Equitable Life Assurance (40.7% of NRA; 85.0% of leased premises
expire between 2011 and 2015) and Morrison & Foerster (10.4% of
NRA; lease expiration in 2012).  The property was 99.9% occupied
as of August 2007 compared to 98.0% at last review.  The loan
sponsors are Jamestown and Apollo Real Estate Investors.  The
property is also encumbered by a $55.0 million junior loan that is
held outside the Trust.  Moody's current underlying rating is Aa1
compared to A1 at last review.

The second largest loan with an underlying rating is the Oakbrook
Center Loan ($76.8 million - 9.4%), which represents a
participation interest in a $219.3 million mortgage loan.  The
loan is secured by a mixed-use property located in Oak Brook,
Illinois.  The property totals 2.4 million square feet and
consists of an open-air regional mall, three office buildings and
a ground lease to a hotel and a theater.  The mall is anchored by
Lord & Taylor, Macy's, Neiman Marcus, Bloomingdale's Home,
Nordstrom, and Sears.  Overall occupancy has remained fairly
stable at about 98% since securitization.  The loan sponsors are
CalPERS and General Growth Properties, Inc.  Moody's current
underlying rating is A1, the same as at last review.

The third largest loan with an underlying rating is the 52
Broadway Loan ($55.9 million - 6.9%), which is secured by a
400,000 square foot office building located in New York City.  The
property is 100.0% occupied by The United Federation of Teachers
through 2034.  Moody's current underlying rating is A2 compared to
Baa1 at last review.

The fourth largest loan with an underlying rating is the TruServe
Portfolio I Loan ($25.7 million - 3.1%), which is secured by three
warehouse distribution facilities located in Fogelsville,
Pennsylvania (540,000 square feet), Springfield, Oregon (547,557
square feet) and Kingman, Arizona (372,236 square feet).  The
properties are 100.0% leased to TrueServ Corporation.  The loan
sponsor is W.P. Carey & Company, LLC.  Moody's current underlying
rating is A3 compared to Baa1 at last review.

The top three non-defeased conduit loans represent 19.8% of the
pool.  The largest conduit loan is the Katy Mills Loan
($92.8 million - 11.4%), which represents a participation interest
in a $147.6 million mortgage loan.  The loan is secured by a 1.2
million square foot regional mall located in Katy, Texas.  The
mall is anchored by Bass Pro Shops, Burlington Coat Factory, AMC
Theaters, Bed, Bath & Beyond, and Marshall's.  The mall shops were
87.8% occupied as of December 2006 compared to 89.7% at last
review.  The loan sponsors are the Simon Property Group, Inc. and
KanAm.  Moody's LTV is 87.6% compared to 91.1% at last review.

The second largest conduit loan is the D.C. Portfolio Loan
($43.3 million - 5.3%), which is secured by two mixed use
properties located in Washington, District of Columbia.  The
properties total 215,000 square feet and consist of retail,
multifamily and a museum.  Moody's LTV is 93.0% compared to 99.1%
at last review.

The third largest conduit loan is the GPB-A Loan ($25.7 million --
3.1%), which is secured by eight community retail centers totaling
320,000 square feet located in various towns in Massachusetts.  
The overall occupancy was 96.9% as of December 2006 compared to
100% at last review.  Moody's LTV is 76.7% compared to 77.8% at
last review.


NEW CENTURY: Gets Creditors' Support on Chapter 11 Plan
-------------------------------------------------------
Jamie L. Edmundson, a director of XRoads Case Management
Services, LLC, certified the voting results on New Century
Financial Corporation and its debtor-affiliates' First Amended
Joint Chapter 11 Plan of Liquidation dated as of March 18, 2008,  
filed with the United States Bankruptcy Court for the District of
Delaware.

                   Tabulation of All Ballots
                   -------------------------

                 Amount         Amount       Number       Number
               Accepting     Rejecting    Accepting    Rejecting
            (% of Amount  (% of Amount (% of Amount (% of Amount
CLASS             Voted)        Voted)       Voted)       Voted)
-----             ------        ------       ------       ------
AL3          $19,083,658            $0           4            0
                 (100%)           (0%)      (100%)         (0%)

HC3a         $20,000,000            $0           1            0
                  (100%)          (0%)      (100%)         (0%)

HC3b        $395,060,366   $18,955,681          75          203
                (95.42%)       (4.58%)    (26.98%)     (73.02%)

HC7           $8,643,310      $379,798          94            9
                (95.79%)       (4.21%)    (91.26%)      (8.74%)

HC10a        $20,000,000            $0           1            0
                  (100%)          (0%)      (100%)         (0%)

HC10b       $204,278,103            $0           4            0
                  (100%)          (0%)      (100%)         (0%)

HC13         $16,494,811            $0           1            0
                  (100%)          (0%)      (100%)         (0%)

OP3a         $20,000,000            $0           1            0
                  (100%)          (0%)      (100%)         (0%)

OP3b         $44,299,123            $0           9            0
                  (100%)          (0%)      (100%)         (0%)

OP3c        $302,680,804    $1,201,141         195           12
                 (99.6%)        (0.4%)     (94.2%)       (5.8%)

OP6a         $20,000,000            $0           1            0
                  (100%)          (0%)      (100%)         (0%)

OP6b        $144,689,062            $0          10            0
                  (100%)          (0%)      (100%)         (0%)

OP6c        $160,727,753            $0          12            0
                  (100%)          (0%)      (100%)         (0%)

OP9a         $20,000,000            $0           1            0
                  (100%)          (0%)      (100%)         (0%)

OP9b        $271,493,065      $154,606         182            9
                (99.94%)       (0.06%)    (95.29%)      (4.71%)

OP12        $269,061,982            $0          5            0
                  (100%)          (0%)      (100%)         (0%)

A complete schedule of the Tabulated Ballots for each Voting
Class is available for free at:

             http://ResearchArchives.com/t/s?2b3b

Mr. Edmundson says that certain sets of ballots have not been
tabulated because they were not received until after the Voting
Deadline, or did not comply with the procedures set by the Court.  
A list of Unacceptable Ballots is available for free at:

             http://ResearchArchives.com/t/s?2b3a

Additionally, XRoads received ballots which did not indicate a
vote to accept or reject the Plan.  Accordingly, those ballots
were not included in the tabulation. A list of the Abstaining
Ballots is available for free at:

             http://ResearchArchives.com/t/s?2b39

As reported in the Troubled Company Reporter on March 4, 2008,
the Debtors delivered to the Court amendments to the disclosure
statement explaining the terms of their Plan of Liquidation dated
Feb. 2, 2008.

The Debtors estimated that they generated $230,400,000 from asset
sales through February 12, 2008.  The Debtors also generated  
$1,400,000 in interest income though February 8, 2008.

>From the date of bankruptcy through Feb. 8, 2008, the Debtors paid
$284,000,000 for operating expenses and other administrative
claims.  Of that amount, $17,000,000 are restructuring fees other
than professional fees, and approximately $48,000,000 are
disbursed to restructuring professionals.

As of Feb. 8, 2008, the Debtors had a $56,600,000 book balance.

The Debtors have been divided to three groups for purposes of
treatment of unsecured claims: (1) the Holding Company Debtors,
comprising NCFC, New Century TRS Holdings, Inc., New Century
Credit Corporation, and NC Residual IV Corporation; (2) the
Operating Debtors, comprising New Century Mortgage Corporation,
NC Capital Corporation, Home123 Corporation, NC Asset Holding,
L.P., NC Deltex, LLC, New Century REO Corporation, New Century
REO II Corporation, New Century REO III Corporation, NC Residual
III Corporation, New Century Mortgage Ventures, LLC, NCoral,
L.P.; and (3) Access Lending.

The Debtors projected that Access Lending Net Distributable Assets
will range from $2,300,000 to $4,400,000.  The Holding Company
Debtor Net Distributable Assets will range from $11,000,000 to
$54,000,000.  The Operating Debtor Net Distributable Assets will
range from $43,000,000 to $136,000,000.

                        Liquidating Trust

The Holding Company Debtors and the Operating Debtors will
transfer all of their assets and liabilities to a liquidating
trust, for the benefit of holders of Holding Company Debtor
Unsecured Claims and Operating Company Debtor Unsecured Claims.

The stock of Access Lending, owned by New Century TRS Holdings,
will be among the assets of the Holding Company Debtors
distributed to the Liquidating Trust.  The Liquidating Trust will
be the sole shareholder of Reorganized Access Lending, and will
act as its Plan Administrator.

                    Claims and Distributions

                                               Projected
                                               Recovery
   Class                    Treatment          Estimate
   -----                    ---------          ---------

A. ALL DEBTORS

   Administrative Claims    Unimpaired          100%
   Against all Debtors

   Priority Tax Claims      Unimpaired          100%
   Against all Debtors


B. HOLDING COMPANY DEBTORS

   Class HC1: Priority      Unimpaired          100%
   Claims Against NCFC

   Class HC2: Secured       Unimpaired          100%
   Claims Against NCFC

   Class HC3a: Special      Impaired            N/A

   Deficiency Claims
   Against NCFC

   Class HC3b: Other        Impaired            1.9% - 14.3% or
   Unsecured Claims                             2.5% - 18.5% for
   Against NCFC                                 Joint Liability
                                                Claims

   Class 4a: Series A       Impaired            0%
   Preferred Stock
   Interests

   Class 4b: Series A       Impaired            0%
   510(b) Claims

   Class 4c: Series B       Impaired            0%
   Preferred Stock
   Interests

   Class 4d: Series B       Impaired            0%

   Class 4e: Common Stock   Impaired            0%
   Interests, Option
   Interests, Warrant
   Interests, and Common
   Stock 510(b) Claims

   Class HC5: Priority      Unimpaired          100%
   Claims Against
   TRS Holdings

   Class HC6: Secured       Unimpaired          100%
   Claims Against
   TRS Holdings

   Class HC7: Other         Impaired            1.9% - 14.3%
   Unsecured Claims
   Against TRS Holdings

   Class HC8: Priority      Unimpaired          100%
   Claims Against NC
   Credit

   Class HC9: Secured       Unimpaired          100%
   Claims Against NC
   Credit

   Class HC10a: Special     Impaired            N/A
   Deficiency Claims
   Against NC Credit

   Class HC10b: Other       Impaired            1.9% - 14.3% or
   Unsecured Claims                             2.5% - 18.5% for
   Against NC Credit                            Joint Liability
                                                Claims

   Class HC11: Priority     Unimpaired          100%
   Claims Against NC
   Residual IV

   Class HC12: Secured      Unimpaired          100%
   Claims Against NC
   Residual IV

   Class HC13: Other        Impaired            1.9% - 14.3%
   Claims Against
   NC Residual IV


C. OPERATING DEBTORS

   Class OP1: Priority      Unimpaired          100%
   Claims Against NCMC

   Class OP2: Secured       Unimpaired          100%
   Claims Against NCMC

   Class OP3a: Special      Impaired            N/A
   Deficiency Claims
   Against NCMC

   Class OP3b: EPD/Breach   Impaired            3.5% - 23.6%
   Claims Against NCMC

   Class OP3c: Other        Impaired            3.5% - 23.6% or
   Unsecured Claims                             4.6% - 30.7% for
   Against NCMC                                 Joint Liability
                                                Claims

   Class OP4: Priority      Unimpaired          100%
   Claims Against NC
   Capital

   Class OP5: Secured       Unimpaired          100%
   Claims Against NC
   Capital

   Class OP6a: Special      Impaired            N/A
   Deficiency Claims
   Against NC Capital

   Class OP6b: EPD/         Impaired            1.8% - 11.8%
   Breach Claims
   Against NC Capital

   Class OP6c: Other        Impaired            3.5% - 23.6% or
   Unsecured                                    4.6% - 30.7% for
   Claims Against NC Capital                    Joint Liability
                                                Claims


   Class OP7: Priority      Unimpaired          100%
   Claims Against Home123

   Class OP8: Secured       Unimpaired          100%
   Claims Against
   Home123

   Class OP9a: Special      Impaired            N/A
   Deficiency Claims
   Against Home123

   Class OP9b: Other        Impaired            0.9% - 5.9% or
   Unsecured Claims                             4.6% - 30.7%
for          
   Against Home123                              Joint Liability
                                                Claims

   Class OP10: Priority     Unimpaired          100%
   Claims Against
   NC Asset Holding,
   NC Deltex, NC REO,
   NC REO II, NC REO III,
   NC Residual III, NCM
   Ventures, and NCoral

   Class OP11: Secured      Unimpaired          100%
   Claims Against
   NC Asset Holding,
   NC Deltex, NC REO,
   NC REO II, NC REO III,
   NC Residual III,
   NCM Ventures, and NCoral

   Class OP12: Other        Impaired               0.9% - 5.9%
   Unsecured Claims
   Against NC Asset
   Holding, NC Deltex,
   NC REO, NC REO II,
   NC REO III,
   NC Residual III,
   NCM Ventures, and NCoral

D. ACCESS LENDING

   Class AL1: Priority      Unimpaired             100%
   Claims Against
   Access Lending

   Class AL2: Secured       Unimpaired             100%
   Claims Against
   Access Lending

   Class AL3: Other         Impaired               11.7% - 22.3%
   Unsecured Claims
   Against Access Lending

A full-text copy of the Amended Disclosure Statement explaining
the Plan is available for free at:

              http://researcharchives.com/t/s?28a4

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Seeks to Modify Amended Joint Chapter 11 Plan
----------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to modify the First Amended Joint Chapter 11 Plan of
Liquidation, dated as of March 18, 2008, filed by New Century
Financial Corporation and its debtor-affiliates, and co-proposed
by the Debtors and the Official Committee of Unsecured Creditors,
pursuant to Section 1127(a) of the Bankruptcy Code and Rule 3019
of the Federal Rules of Bankruptcy Procedure.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, says that since the filing of the Plan,
its proponents have addressed the concerns raised by parties-in-
interest about the Plan.  The discussions have yielded the
proposed modifications incorporated in a second amended Plan.

According to Mr. Samis, many Modifications are ministerial or
editorial, while others are substantive.  Most of the changes
pertain to Debtor Access Lending.  The Modifications to the
Access Lending Provisions reflected a settlement of the disputes
between Access Lending's two principal creditors -- New Century
Mortgage Corp., and Goldman Sachs Mortgage Company and its
affiliate Goldman Sachs & Co.

The Access Lending Net Distributable Assets will be distributed
to Access Lending's unsecured claimholders.  Currently, the Plan
provides that Access Lending Net Distributable Assets are
calculated by deducting its administrative expenses, APS Claims
against Access Lending, Reorganized Access Lending expense, and
cost of prosecuting its causes of action from the gross proceeds
of liquidation, as well as its gross recoveries.

Pursuant to the settlement between the Debtors and Goldman, the
Modifications provide that if the amount to be deducted from the
gross proceeds of the liquidation of Access Lending's assets, and
the prosecution of its causes of action exceeds $1,000,000, the
excess amount will be paid out of amounts otherwise distributed
to NCMC on account of its claim.  Mr. Samis notes that the
settlement avoids litigation with Goldman, while still ensuring
that a significant amount of expenses are borne by Access
Lending's creditors.  The Modifications also provides that the
Debtors' claims against Goldman relating to Access Lending are
released.

The Modifications also provide that all Access Lending Creditors
will have standing to object to claims against Access Lending.  
This expands their rights, Mr. Samis says, while not affecting
the other creditors of the Debtors' estate.

In consultation with the Securities and Exchange Commission, the
Plan Proponents modified the definition of "protected party" to
remove the Debtors.  They also modified the Plan's provisions
relating to the extension of the automatic stay and exculpation,
adding explanatory details.  Those changes are non-substantive,
Mr. Samis maintains, but clarifies certain reference to Section
362.

Furthermore, the Plan Proponents also modified provisions
regarding the Liquidating Trust:

   -- the application of Treasury Regulation, and applicable
      guidance published by the Internal Revenue Service to the
      transfer of assets from the Debtors to the Liquidating
      Trust, has been described more accurately;

   -- the requirement that the Liquidating Trustee must take
      actions, upon determining that Liquidating Trust
      beneficiaries can be subject to adverse tax consequences,
      has been deleted; and

   -- ambiguous language on the provision that the Liquidating
      Trustee must make a good faith determination of the
      Liquidating Trust Assets has been deleted.

Moreover, the Modifications to the Senior Claims Procedure
establishes a $100,000 reserve, to be held by the Indenture
Trustee for payment of future Indenture Trustee expenses.  The
Future Expense Reserve will only be funded from any distributions
otherwise made on account of Allowed Capital Trust Claims, and
not from other assets.

The Modifications also include certain technical clarifications
and grammatical corrections.  The Plan Proponents believe that
the Modifications do not require the resolicitation of
acceptances of the Plan, and insist that they do not adversely
affect the treatment of any claim against the Debtors.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY HOME: Fitch Cuts Ratings on $267.9 Mil. Certs.
----------------------------------------------------------
Fitch Ratings has taken rating actions on the five New Century
Home Equity Loan Trust transactions.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $501.2 million and downgrades total
$267.9 million.

New Century 2003-A

  -- $8.8 million class A affirmed at 'AAA';
  -- $17.7 million class M-1 affirmed at 'AA';
  -- $7.1 million class M-2 affirmed at 'A';
  -- $1.9 million class M-3 affirmed at 'BBB+';
  -- $900,000 class M-4 affirmed at 'BBB';
  -- $1.7 million class M-5 affirmed at 'BBB-'.

Deal Summary

  -- Originators: New Century Mortgage Corporation
  -- 60+ day Delinquency: 15.16%
  -- Realized Losses to date (% of Original Balance): 1.24%

New Century 2003-2

  -- $8.5 million class M-1 affirmed at 'AA';
  -- $61.7 million class M-2 downgraded to 'BBB-' from 'A-';
  -- $8.3 million class M-3 downgraded to 'C/DR4' from 'B';
  -- $3 million class M-4 affirmed at 'C/DR6'.

Deal Summary

  -- Originators: New Century Mortgage Corporation
  -- 60+ day Delinquency: 29.48%
  -- Realized Losses to date (% of Original Balance): 1.64%

New Century 2003-3

  -- $4.3 million class A-2 affirmed at 'AAA';
  -- $5.9 million class A-3 affirmed at 'AAA';
  -- $31.3 million class M-1 downgraded to 'AA-' from 'AA';
  -- $7.7 million class M-2 downgraded to 'BBB' from 'A';
  -- $1.8 million class M-3 downgraded to 'BB+' from 'A-';
  -- $1.5 million class M-4 downgraded to 'BB' from 'BBB+';
  -- $1 million class M-5 downgraded to 'B' from 'BB+';
  -- $800,000 class M-6 downgraded to 'C/DR6' from 'B'.

Deal Summary

  -- Originators: New Century Mortgage Corporation
  -- 60+ day Delinquency: 20.52%
  -- Realized Losses to date (% of Original Balance): 1.15%

New Century 2004-2

  -- $30.4 million class A-1 affirmed at 'AAA';
  -- $7.3 million class A-2 affirmed at 'AAA';
  -- $13.6 million class A-4 affirmed at 'AAA';
  -- $59.1 million class M-1 affirmed at 'AA+';
  -- $54.2 million class M-2 affirmed at 'AA+';
  -- $38.8 million class M-3 affirmed at 'AA';
  -- $28.1 million class M-4 affirmed at 'A+';
  -- $28.1 million class M-5 affirmed at 'A';
  -- $23.2 million class M-6 affirmed at 'A-';
  -- $15.7 million class M-7 affirmed at 'BBB+';
  -- $7.3 million class M-8 affirmed at 'BBB';
  -- $7.1 million class M-9 affirmed at 'BBB'.

Deal Summary

  -- Originators: New Century Mortgage Corporation
  -- 60+ day Delinquency: 14.63%
  -- Realized Losses to date (% of Original Balance): 1.00%

New Century 2004-3

  -- $55.1 million class M-1 affirmed at 'AA+';
  -- $73.3 million class M-2 affirmed at 'AA';
  -- $42.3 million class M-3 downgraded to 'A' from 'AA-';
  -- $43.5 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $37.3 million class M-5 downgraded to 'BBB' from 'A';
  -- $10.7 million class M-6 downgraded to 'BB+' from 'A-';
  -- $7 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $6.5 million class M-8 downgraded to 'BB' from 'BBB';
  -- $6.5 million class M-9 downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: New Century Mortgage Corporation
  -- 60+ day Delinquency: 30.08%
  -- Realized Losses to date (% of Original Balance): 1.18%


NEW YORK RACING: Judge Peck Confirms Modified Amended Ch.11 Plan
----------------------------------------------------------------
The Hon. James M. Peck of the United States Bankruptcy Court for
the Southern District of New York confirmed the Modified Third
Amended Chapter 11 Plan of Reorganization dated April 27, 2008, of
The New York Racing Association Inc., aka NYRA.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Judge Peck approved the adequacy of the Debtor's Third Amended
Disclosure Statement dated Nov. 29, 2007.

                    State and NYRA Obligations

The State of New York will provide $105,000,000, of which $75
million will be used to pay bankruptcy claims and $30 million to
pay for operating costs for the next 12 months, Bloomberg News
reports.  The State's fund will also pay for services and expenses
required relating to payments for capital works -- including
payments for the purpose of acquisition of clear title to the
racetracks and other transferred property.  

NYRA's Plan is expected to pay at least $1.4 million in taxes to
the State, report says.

In addition, the State will waive any entitlement to receive
distributions for the benefit of the Debtor's estate and the
reorganized Debtor under the Plan.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full on the
effective date.

Holders of Secured Claims will receive in full of their allowed
claim amount through any of these distributions:

   a) the payment of the holders' allowed secured claims in
      cash;

   b) the sale or disposition proceeds of the property securing
      any allowed secured claims to the extent of the value of
      their respective interests in the property;

   c) the surrender to the holder of any allowed secured claims of
      the property securing the claims; or

   d) other distributions as necessary to satisfy the requirements
      of Chapter 11 of the Bankruptcy Code.

Each holder of unsecured claim is expected to get 100% of its
unsecured claim, plus interest accrued at 4% per annum during the
period from Feb. 1, 2008, until the plan effective date.

Holders of allowed Penalty Claim will receive 100% of its claim
provided that all allowed unsecured claims have been paid in full.

Holders of Insured Litigation Claims are entitled to:

   -- proceed with the liquidation of their claims, including
      any litigation pending as of the Debtor's bankruptcy
      filing; and

   -- seek recovery from applicable insurance carrier.

Pursuant to the terms of a certain settlement agreement, all
State Claims will be deemed allowed and each State Claims holder,
other than the holder of the New York State Tax Claim, will not
be entitled to, and will not receive or retain, any property or
interest in property on account of such Allowed State Claims under
the Plan.

On the effective, the Debtor will assume the benefit plan and
obligations of contributing sponsor under ERISA -- including the
obligations to make required minimum funding contributions
pursuant to the benefit plan and ERISA.  The Debtor will make
these payments to its benefit plans:

   1) funding deficiencies for the years ended on or prior to
      Dec. 31, 2007; and

   2) all payments made during the period from the Debtor's
      bankruptcy filing until the effective date.

Upon assumption of the benefit plans and payment of the amounts,
the Pension Benefit Guaranty Corporation claims will be deemed
withdrawn, without prejudice to the rights of the PBGC.

NYRA Equity Interest will be canceled and holders will not receive
any property under the plan.  Three new shares of NYRA Equity
Interests will be issued to the reorganized Debtor plan
administrator, who will hold the non-certified and non-
transferable shares of common stock, as custodian for the
directors of the reorganized Debtors.

A full-text copy of the Modified Third Amended Chapter 11 Plan of
Reorganization is available for free at

               http://ResearchArchives.com/t/s?2b43

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed assets of
$153 million and debts of $310 million.


NEXTMEDIA OPERATING: S&P Holds Credit Watch Listing on 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Rating Services said its ratings on Englewood,
Colorado-based NextMedia Operating Inc., including the 'B-'
corporate credit rating, remain on CreditWatch with negative
implications where they were originally placed on March 14, 2008
based on S&P's uncertainty about NextMedia's ability to meet
pending covenant stepdowns.
      
"The company recently amended its credit agreement in order to
establish more permanent covenant relief," explained Standard &
Poor's credit analyst Michael Altberg.
     
NextMedia will also be required to raise moderate proceeds from
asset sales, and apply proceeds to repaying first-lien credit
facilities, on a pro-rata basis.  The interest coverage covenant
was revised to 1.3x, and tightens to 1.4x in the second quarter of
2009.  For compliance purposes, interest expense will be computed
pro forma for debt repayment from potential asset sales.  The
total leverage covenant was revised to 9x, from 8x, but steps back
down to 8x at the end of 2008.
     
As of Dec. 31, 2007, the company had a narrow margin of compliance
against its 1.55x interest coverage covenant, and would have
violated this covenant when it tightened to 1.8x at March 31,
2008.
     
Under the amendment, in addition to a modest consent fee, the
applicable margin on the company's first- and second-lien credit
facilities will increase by 200 basis points and 350 bps (of which
100 bps will be payment-in-kind), respectively, effective April 1,
2008.  Other provisions under the amended credit agreement include
a tightening of permitted acquisitions, an elimination of the
company's previous $50 million incremental facility, and a
permanent reduction in the revolving credit facility based on
the pro-rata amount repaid.  Although S&P believes the amended
provisions somewhat restrict the company's longer-term strategy of
shifting its asset mix from radio to outdoor, S&P still expects
the company to continue this transition at a slower pace over the
next few years.
     
In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's progress in completing mandatory asset sales
and assess the company's pro forma cushion of compliance against
its revised covenants.  


NORSAT INT'L: Losses, Deficit Cue Management's Going Concern
------------------------------------------------------------
Norsat International Inc.'s management said that the company has
incurred recurring operating losses and has an accumulated deficit
of C$44,649,604 as at Dec. 31, 2007.  Consequently, there is
significant uncertainty about its ability to continue as a going
concern, Norsat's management added.

Management has been able, thus far, to finance the operations
through a series of equity and debt financings.  In January 2007,
the company received net proceeds of C$466,915 in connection with
the private placement under the Employee Share Purchase Plan.

In March 2007, the company paid off a convertible debt in the
amount of C$2,309,200 ($2,000,000).  The convertible debt payment
was partially financed through short-term loans of $900,000 and
C$150,000 at an interest rate of 8%.  Subsequently, the short-term
loans were repaid in May 2007, through cash generated from
operations.  

Management implemented a new cost structure in late 2006 aimed to
achieve net profits and generate positive cash flows through its
operations.  The company has so far generated profits in the last
five successive quarters.  

In view of these conditions, the ability of the company to
continue as a going concern is dependent upon sustaining
profitable operations and on the ability of the company to obtain
additional financing, Norsat's management related.

For the year ended Dec. 31, 2007, the company reported C$1,522,175
of net income on C$17,581,472 of sales as compared with a
C$4,348,074 net loss on C$18,116,470 of sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed C$9,444,552
in total assets, C$3,697,952 in total liabilities, and C$5,746,600
in total stockholders' equity.

                           Subsequent Events

1. Incorporation of Norsat Korea Ltd.

Norsat Korea Ltd. was granted incorporation status in the Republic
of South Korea on Jan. 17, 2008.  Norsat Korea Ltd. is a wholly
owned subsidiary of Norsat International, Inc., and will perform
research and development work to leverage lower cost production
technologies for the microwave segment of the business.

2. HSBC Operating Line of Credit

The company obtained on Jan. 28, 2008, a C$500,000 or $400,000
secured operating line of credit from HSBC under Export
Development Canada's Master Receivable Guarantee program.  

3. Full Repayment of Operating Line of credit

On Jan. 31, and Feb. 29, 2008, the company repaid C$301,140
($300,000) and C$196,880 ($200,000) respectively, of the operating
line of credit.

4. Exercise of March 2006 Warrants

Warrants that were set to expire March 3, 2008, were exercised
prior to the expiry date.  There were 3,065,232 warrants
outstanding, of which 2,915,235 were redeemed at the strike price
of $0.475.  Proceeds of the warrant exercise was C$1,358,139
($1,384,737).

5. Redemption of Forward Contract

On Feb. 27, 2008, the outstanding foreign exchange contract for
EUR487,036 was closed by the delivery of Euros in exchange for
C$696,218.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ac6

                    About Norsat International

Based in Richmond, British Columbia, Canada, Norsat International
Inc. (OTCBB: NSATF) -- http://www.norsat.com/-- markets, designs  
and sells microwave products and portable satellite products that
provide rapidly deployable broadband satellite data and video
continuity in areas where traditional communication infrastructure
is insufficient, damaged or non-existent.


NORTH STREET: Moody's Reviews 'Ba2' Rating on $155 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these note issued by
North Street Referenced Linked Notes, 2004-6 Limited:

Class Description: $155,000,000 Class B Floating Rate Notes

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

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


NPS PHARMA: December 31 Balance Sheet Upside-Down by $188 Million
-----------------------------------------------------------------
NPS Pharmaceuticals Inc.'s balance sheet at Dec. 31, 2007, showed
total assets of $231.757 million and total liabilities of
$419.788 million, resulting to total shareholders' deficit of
$188.031 million.

For the fourth quarter of 2007, NPS reported net income of
$21.2 million versus a net loss of $14.0 million for the fourth
quarter of 2006.

For the year ended Dec. 31, 2007, NPS reported a net loss of
$657,000 as compared to a net loss of $112.7 million for 2006.
NPS's improved 2007 financial results were primarily due to (i) a
$30.0 million gain related to the sale of its interests in an
early-stage research and development collaboration, (ii) declines
in operating expenditures, and (iii) increased milestone and
royalty revenues.

In line with its new business plan, during 2007 NPS retired a
substantial amount of its debt and significantly reduced operating
expenditures.  In 2007, the company raised more than
$275.0 million of capital and retired $191.0 million in
convertible debt due in 2008.

The company's cash, cash equivalents, short- and long-term
investments totaled $161.7 million as of Dec. 31, 2007.  NPS now
expects its 2008 cash burn to be in the range of
$45 to $55 million. The increase in the company's 2008 cash burn
from previous guidance is due to the timing of payments of certain
2007 expenses, which are now projected to occur in 2008.

"After implementing a new business plan in 2007, raising
significant capital and obtaining regulatory clarity from the FDA,
NPS now has the direction, the resources and the capabilities to
develop its products in specialty indications with high unmet
medical needs, including short bowel syndrome and
hypoparathyroidism," Tony Coles, M.D., president and chief
executive officer of NPS, stated.  "With a two to three year cash
runway, I am confident that NPS is well-positioned to advance its
pipeline and achieve commercial success."

During 2007, NPS reported these accomplishments:

   * Refocused its business on specialty indications for
     gastrointestinal and endocrine disorders with unmet medical    
     need.

   * Raised more than $275.0 million through the issuance of
     royalty-backed and convertible notes and the monetization of
     non-core assets.

   * Achieved net operating cash inflow of $27.6 million for 2007
     as compared to a net operating cash outflow of $103.9 for
     2006.

   * Retired $191.0 million in convertible debt due in 2008.

   * Completed a Phase 3 study of GATTEX(TM) in short bowel
     syndrome patients who are dependent on parenteral nutrition.

   * Secured an ex-North America partnership for GATTEX with
     Nycomed.

   * Defined a clinical strategy and obtained orphan drug status
     for NPSP558 as a potential therapy for hypoparathyroidism.

NPS reported restructuring charges of $1.1 million for the fourth
quarter of 2007 as compared to a $61,000 credit for the fourth
quarter of 2006.  For the full year, restructuring charges for
2007 were $13.4 million versus $8.2 million in 2006.  
Restructuring charges were comprised of employee termination
benefits.

In connection with the implementation of NPS's new business plan,
the company sold its interests in an early-stage research and
development collaboration with AstraZeneca for metabotropic
glutamate receptors and recognized a $30.0 million gain in the
fourth quarter of 2007.

As of Dec. 31, 2007, the company's cash, cash equivalents, short-
and long-term investments totaled $161.7 million, as compared to
$146.2 million as of Dec. 31, 2006.

The company's investment portfolio includes investments in certain
auction-rate securities or ARS investments.  As of Dec. 31, 2007,
the company's ARS investments had an estimated value of
$53.3 million and a cost basis of $59.8 million.

Recently, NPS agreed to sell certain of these ARS investments to
one of its investment advisors for $26.0 million.  These
securities had an estimated market value of $24.9 million at
Dec. 31, 2007.  In connection with the agreement to sell these
investments, NPS recorded an other-than-temporary loss of
$4.1 million in the fourth quarter of 2007 to reflect the
difference between the selling price of $26.0 million and the cost
basis of $30.1 million.

The estimated value of NPS's remaining ARS investments totaled
$28.4 million at Dec. 31, 2007, which reflects a $1.3 million
reduction in the principal value of $29.7 million.  Excluding the
ARS investments the company is selling, as of Feb. 29, 2008, the
estimated value of the remaining ARS investments was
$26.4 million.

                  About NPS Pharmaceuticals

Headquartered in Salt Lake City, Utah, NPS Pharmaceuticals Inc.
(NASDAQ:NPSP) -- http://www.npsp.com/-- develops small molecules   
and recombinant proteins as drugs, primarily for the treatment of
metabolic, bone and mineral, and central nervous system disorders.  
The company has drug candidates in various stages of clinical
development.


PACER HEALTH: Sells Acute Care Hospital to Saint Joseph's Health
----------------------------------------------------------------
Pacer Health Corporation sold Minnie G. Boswell Memorial Hospital,
an acute care hospital located in Greene County, Georgia, to Saint
Joseph's Health System Inc.

Pacer Health Corporation intended to sell the Georgia-based
hospital in December 2007 and has since completed the definitive
documentation and necessary filings.  The company will retain its
assets and maintain a Georgia presence in Lake Medical Center and
Family Medical Associates, both located in Greensboro, Georgia.

Pacer Health Corporation acquired Minnie G. Boswell when it was
sixteen days from closure.  

"When Pacer first arrived at the hospital, the facility was
initiating shut down procedures," Rainier Gonzalez, chairman and
CEO of Pacer Health Corporation, said.  "Through Pacer's
turnaround efforts we were able to ensure the hospitals continued
operation and growth for an additional three years.  Because of
Pacer's efforts, a hospital that was once near closure is being
acquired by Saint Joseph's Health System, Georgia's only top 50
U.S. Hospital."

During its tenure, Pacer Health fostered a series of improvements
at Minnie G. Boswell which produced growth in the demand for its
services and comprehensive offerings available to its patients.

"We are excited to share our commitment for personalized patient
care with a recognized leader in the healthcare community such as
Saint Joseph's," Mr. Gonzalez added.

"We're pleased to have completed the process that will enable
Saint Joseph's to enhance medical services and programs to the
residents in Greene County," Kirk Wilson, president and CEO of
Saint Joseph's Health System, said.  "Saint Joseph's has treated
residents of the tri-county area for many years and now we look
forward to collaborating with the local physicians and community
leaders to expand the high quality medical care for this region
through this local presence."

Minnie G. Boswell is a 25-bed acute care critical access hospital
accredited by JCAHO or Joint Commission on Accreditation of Health
Care Organizations.  Pacer Health has managed and operated Minnie
G. Boswell since June 22, 2004, when it entered into an agreement
to purchase the then financially troubled hospital.  At the time,
the hospital had disclosed its closure.  Saint Joseph's assumes
operational control of MGB immediately and does not anticipate any
interruption of services.

             About Saint Joseph's Health Systems Inc.

Headquartered in Atlanta, Georgia, Saint Joseph's Health System --
http://www.stjosephsatlanta.org/-- operates Saint Joseph's  
Hospital of Atlanta, an acute-care facility that's recognized as
the oldest hospital in Atlanta.  The 410-bed hospital specializes
in cardiac and vascular surgery, diabetes care, and oncology
treatment.  Saint Joseph's Mercy Care Services provides charity
health care services through two Atlanta facilities, Mercy Clinic
Downtown and Mercy Clinic North, well as mobile clinic vehicles.  
Saint Joseph's Research Institute conducts research programs and
clinical trials focusing on tissue, cell, and gene therapies.  
Sponsored by the Sisters of Mercy, the health system is part of
Catholic Health East.

                       About Pacer Health

Headquartered in Miami, Florida, Pacer Health Corp. (OTC BB: PHLH)
-- http://www.pacerhealth.com/-- is an owner-operator of      
acute care hospitals, medical treatment centers and psychiatric
care facilities serving non-urban areas throughout the Southeast.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $13,949,846 and total liabilities of $23,773,839, resulting to
total shareholders' deficit of $9,823,993.


PERMA-FIX ENVIRONMENTAL: BDO Seidman Raises Substantial Doubt
-------------------------------------------------------------
BDO Seidman, LLP, in Atlanta raised substantial doubt on Perma-Fix
Environmental Services, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said, "the company expects to be in default on its
most significant borrowings during 2008.  The company also has
deficiencies in working capital."

BDO Seidman also expressed an adverse opinion on the company's
internal control over financial reporting as of Dec. 31, 2007.

                              Default

In 2007, the company's balance sheet was heavily impacted by the
acquisition of the PEcoS, nka Perma-Fix Northwest Richland, Inc.,
facility, as well as the reclassification of approximately
$11,403,000 of debt owed to certain of its lenders from long term
to current.

Working capital at Dec. 31, 2007, is a negative $17,154,000 as
compared to positive $12,810,000 at Dec. 31, 2006.  As of
Dec. 31, 2007, the company's fixed charge coverage ratio contained
in its PNC Bank loan agreement fell below the minimum requirement.

Although it has obtained a waiver from its lender for this non-
compliance as of Dec. 31, 2007, the company does not expect to be
in compliance with this fixed charge coverage ratio as of the end
of the first and second quarters of 2008 and, as a result, the
company was required under generally accepted accounting
principles to reclassify the long term portion of this debt to
current due to this likelihood of future default.

Furthermore, the company has a cross default provision on its
8.625% promissory note with a separate bank and has reclassified
the long-term portion of that debt to current as well.

These reclassifications negatively impacted the company's working
capital.

The company's working capital was also negatively impacted by the
pending sale of certain facilities within its Industrial Segment
and certain debt obligations, in addition to the $11,403,000,
which will become due in 2008 and were reclassified from long term
to current.

At Dec. 31, 2007, the company's aggregate consolidated debt was
approximately $18.8 million.  If its floating rates of interest
experienced an upward increase of 1%, its debt service would
increase by approximately $189,000 annually.  The company's
secured revolving credit facility provides for an aggregate
commitment of $25 million, consisting of an $18 million revolving
line of credit and a term loan of $7 million.  

The maximum amount it can borrow under the revolving part of the
Credit Facility is based on a percentage of the amount of its
eligible receivables outstanding at any one time.  

The Credit Facility is due Sept. 30, 2009.  

As of Dec. 31, 2007, the company has borrowings under the
revolving part of its Credit Facility of $6.9 million and
borrowing availability of up to an additional $5.7 million based
on its outstanding eligible receivables.  

A forecast of its first quarter and second quarter 2008 results
indicates the possibility that it could be in default of its fixed
charge coverage ratio covenant.  

It expects that this will place the company in "technical default"
of its covenant, and thus its debt under its credit facility has
been classified as current.  

If the company becomes in default under this covenant, its lenders
could accelerate approximately $14.4 million of indebtedness.

                       Sales of Subsidiaries

The company completed on Jan. 8, 2008, the sale of substantially
all of the assets of Perma-Fix Maryland, Inc., for $3,825,000 in
cash, subject to a working capital adjustment during 2008, and
assumption by the buyer of certain Maryland's liabilities.

Also, in March 2008, the company completed the sale of
substantially all of the assets of Perma-Fix of Dayton, Inc., for
approximately $2,143,000 in cash, subject to certain working
capital adjustments after the closing, plus assumption by the
buyer of certain of Dayton's liabilities and obligations.  

This includes, without limitation, certain of Dayton's obligations
under the Settlement Agreement entered into by PFD in connection
with the settlement of plaintiff's claims under the Fisher
Lawsuit, and approximately $562,000 in PFD's obligations for and
relating to supplemental environmental projects that PFD is
obligated to perform under the Consent Decree entered into with
the federal government in settlement of the Government's Lawsuit
in connection with the Fisher Lawsuit.

We are negotiating the sale of Perma-Fix South Georgia, Inc. and
we anticipate that it will be completed by the end of May 2008.
The terms of the sale of PFSG are subject to being finalized.

                            Financials

For the year ended Dec. 31, 2007, the company posted a $9,210,000
net loss on $54,102,000 of net revenues as compared with
$4,711,000 of net income on $52,781,000 of net revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $126,031,000
in total assets, $66,018,000 in total liabilities, and $58,728,000
in total stockholders' equity.

The company's balance sheet showed strained liquidity with
$32,594,000 in total current assets available to pay $49,748,000
in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$37,710,000 from $28,500,000 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2acb

                          About Perma-Fix

Based in Atlanta, Perma-Fix Environmental Services, Inc. (NASDAQ:
PESI) -- http://www.perma-fix.com/-- has two operating segments:  
Nuclear Waste Management Services and Consulting Engineering
Services.  The Nuclear Waste Management Services offer nuclear,
low-level radioactive, mixed hazardous and non-hazardous waste
treatment; and processing and disposal services through four
uniquely licensed and permitted treatment and storage facilities.  
The Consulting Engineering Services offer broad-scope
environmental issues, including environmental management programs,
regulatory permitting, compliance and auditing, landfill design,
field-testing, and characterization.


PHOENIX FOOTWEAR: Grant Thornton Expresses Going Concern Doubt
--------------------------------------------------------------
Grant Thornton LLP raised substantial doubt about the ability of
Phoenix Footwear Group, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 29, 2007.

The auditing firm reported that the company incurred a net loss
from continuing operations of $16,593,000 for the year ended
Dec. 29, 2007 and the company is not in compliance with financial
covenants under its current credit agreement as of Dec. 29, 2007.

Management of Phoenix Footwear stated that as of Dec. 29, 2007,
the company was not in compliance with the financial covenants
under its credit agreement.  The company has not requested a
waiver for the Dec. 29, 2007, default and is in the process of
replacing the existing facility with a new lender.  The company
expects that it will not meet certain financial covenants under
its existing credit facility as of the end of the first quarter of
fiscal 2008.  If the company is not successful in refinancing the
existing facility through a new bank it will seek to refinance its
debt on new terms with its existing bank. Because of the companys
current defaults, its current lender can demand immediate
repayment of all debt and the bank can foreclose on the companys
assets.  The management added that the company presently has
insufficient cash to pay its bank debt in full.

The company posted a net loss of $1,344,000 on net sales of
$82,871,000 for the year ended Dec. 29, 2007, as compared with a
net loss of $20,378,000 on net sales of $87,476,000 in the prior
year.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$67,677,000 in total assets, $36,590,000 in total liabilities and
$31,087,000 in total stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2abc

                    About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc., (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,  
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands include the Tommy
Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R), H.S.
Trask(R), and Altama(R) footwear lines, and Chambers Belts(R).


PNM RESOURCES: Moody's Lowers Senior Unsecured Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service downgraded the long-term and short-term
ratings of PNM Resources, Inc. (PNMR: senior unsecured to Ba2 from
Baa3, short term to NP from P-3) and its subsidiary Public Service
Company of New Mexico (PSNM: senior unsecured to Baa3 from Baa2,
short-term to P-3 from P-2) concluding the review that began
January 2008.  The ratings remain on review for possible
downgrade.  The ratings of PNMR's Texas transmission and
distribution utility, Texas-New Mexico Power (TNMP: Baa3, senior
unsecured, negative outlook), are affirmed with a negative
outlook.

The downgrade follows a decision by the New Mexico Public
Regulation Commission to authorize an approximate $35 million,
approximately 6%, increase in PSNM's base electric retail rates.   
The authorized increase is less than half of the base rate
increase requested by the company, and less than 25% of the
company's estimated total requested increase including the impact
of a fuel adjustment clause.  A hearing on an alternate emergency
fuel clause has been scheduled for May 15, 2008.  While it is
possible the NMPRC may ultimately approve some form of a fuel
adjustment clause, Moody's believes PSNM's cash flow credit
metrics are likely to remain at levels that Moody's considers more
appropriate for electric utilities rated Baa3.

The deterioration of PSNM's financial profile over the past
several years has come as a result of a combination of increased
costs for fuel and purchased power, higher operating and interest
expenses, poor operating performance at PSNM's core base load
facilities and significantly increased capital expenditures during
a period when its rates have actually declined.  As a result of a
2002 Settlement Agreement with the NMPRC, PSNM was precluded from
requesting an increase in its retail electric retail rates prior
to 2008, but rates were reduced a total of 6% at two specified
intervals.  The current requested increase was initially filed in
February 2007, for rates to be implemented January 2008.  A
decision on the recently filed emergency fuel clause is still
pending.

Although the NMPRC has just authorized a modest increase in PSNM's
retail electric rates, based on the company's currently estimated
costs for fuel, operations, and capital expenditures, Moody's
anticipates PSNM's financial profile will continue to deteriorate
over the near-to-medium term.  Moody's recognize this
deterioration could be significantly mitigated if the NMPRC were
to ultimately authorize PSNM's use of a fuel adjustment clause.  
In any event, Moody's expects PSNM will file another rate case in
the very near future in order to attempt to maintain its current
level of financial strength, and that it will focus on managing
its regulatory relationships in view of that goal.  The Baa3
rating assumes PSNM will take appropriate steps to assure adequate
liquidity at the utility in light of upcoming maturities and other
potential calls for collateral.

The weakened financial profile of PNMR is primarily a result of
poor performance at PSNM; however, PNMR has also been negatively
impacted by an increased debt burden relating to its acquisitions
of TNP Enterprises in 2005 and the Twin Oaks generation facility
in 2006.  Given the significant capital expenditure needs of its
utilities over the near to medium term, PNMR will need to rely
almost entirely on dividends from its more volatile unregulated
operations at First Choice Power and EnergyCo, (along with draws
on its credit facility), to make payments on parent level debt
obligations and to pay dividends to its common shareholders.

Given the quality of the near term dividend stream required to
service parent company debt, and what appears to be a permanent
level of holding company debt in the consolidated capital
structure, Moody's has widened the notching between the ratings of
the debt of PNMR and the debt of its subsidiaries.  As of Dec. 31,
2007 PNMR's parent level debt obligations were equal to
approximately 30% of its consolidated debt.  Moody's anticipates
regulated subsidiary dividends will increase in 2009 and beyond as
a result of improved operating performance and the potential for
additional rate relief at the utilities; however, based on Moody's
forecasts (which consider the company's planned sale of its gas
operations and its acquisition of Cap Rock Holdings Corporation)
Moody's expects parent level debt to generally remain between 25%
-30% of the company's consolidated debt burden.

The ongoing review will focus primarily on the pending NMPRC
decision relating to PSNM's implementation of a fuel clause, but
will also consider operational performance, liquidity position and
potential for debt reduction.  If PSNM is ultimately successful in
obtaining a reasonable fuel adjustment clause it is possible
ratings could be confirmed at their current levels with a probable
negative outlook.

The negative outlook at TNMP reflects its position as a subsidiary
of PNMR.

Headquartered in Albuquerque, New Mexico, PNMR is a holding
company which has as its primary subsidiaries, PSNM, TNMP and
First Choice Power, a Texas retail energy provider.  PNMR also
owns a 50% interest in EnergyCo, LLC a joint venture through which
PNMR conducts unregulated energy operations in the Southwest.

Ratings Downgrades:

Issuer: PNM Resources, Inc.

  -- Senior Unsecured Bank Credit Facility, Downgraded to Ba2 from
     Baa3

  -- Senior Unsecured Conv. or Exch. Bond or Debenture, Downgraded
     to Ba2 from Baa3

  -- Commercial Paper, Downgraded to NP from P-3

  -- Multiple Seniority Shelf: Preferred Stock Downgraded to (P)B1
     from (P)Ba2; Senior Unsecured to (P) Ba2 from (P)Baa3.

Issuer: Public Service Company of New Mexico

  -- Issuer Rating, Downgraded to Baa3 from Baa2

  -- Senior Unsecured Bank Credit Facility, Downgraded to Baa3
     from Baa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa2

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

  -- Commercial Paper, Downgraded to P-3 from P-2

  -- Senior Unsecured Shelf, Downgraded to (P)Baa3 from (P)Baa2


POSITRON CORP: Frank Sassetti Expresses Going Concern Doubt
-----------------------------------------------------------
Frank L. Sassetti & Co., based in Oak Park, Ill., raised
substantial doubt on the ability of Positron Corporation to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor pointed to the companys significant accumulated deficit.

The company posted a net loss of $7,780,000 on total sales of
$3,309,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $6,586,000 on total sales of $2,213,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $2,277,000 in
total assets and $7,220,000 in total liabilities, resulting in
$4,943,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,071,000 in total current assets
available to pay $4,147,000 in total current liabilities.

In a first amendment on Form 10-KSB/A to Positron Corporation's
annual report on Form 10-KSB, initially filed with the Securities
and Exchange Commission on Apr. 13, 2007 for the fiscal year ended
Dec. 31, 2006, Frank L. Sassetti & Co. reported that Positron
incurred significant accumulated deficit which raises substantial
doubt about the company's ability to continue as a going concern.

The company posted a net loss of $6,586,000 on total revenues of
$2,213,000 for the year ended Dec. 31, 2006, as compared with a
net loss of $3,806,000 on total revenues of $762,000 in the prior
year.

At Dec. 31, 2006, the company's balance sheet showed $5,271,000 in
total assets and $6,403,000 in total liabilities, resulting in
$1,132,000 in stockholders' deficit.


Full-text copies of the company's reports are available for free:

   -- 2007 report: http://ResearchArchives.com/t/s?2ab7

   -- amended 2006 report: http://ResearchArchives.com/t/s?2ab8

                          About Positron

Headquartered in Houston, Texas, Positron Corporation (OTC BB:
POSC) -- http://www.positron.com/-- designs, manufactures,  
markets and supports advanced medical imaging devices utilizing
positron emission tomography technology under the trade name
POSICAM(TM) systems.  POSICAM(TM) systems incorporate patented and
proprietary software and technology for the diagnosis and
treatment of patients in the areas of cardiology, oncology and
neurology.  POSICAM(TM) systems are in use at leading medical
facilities, including the University of Texas -- Houston Health
Science Center; The Heart Center of Niagara in Niagara Falls, New
York; Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta; and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.


POWERMATE HOLDING: Committee Selects Sonnenschein as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Powermate Holding Corp. and its debtor-affiliates selected
Sonnenschein Nath & Rosenthal LLP as its counsel, nunc pro tunc to
March 26, 2008.  

Among the firm's responsibilities is to give legal advise and
assistance to the Committee with respect to the Debtors' cases.

The Committee told the U.S. Bankruptcy Court for the District of
Delaware that Sonnenschein has extensive experience as it is
currently representing several creditors' committees under various
chapter 11 cases, including UAL Corporation, Aloha Airlines,
Cellnet Data Systems Inc. and Wickes Inc.

Sonnenschein's current rates are:

   Designation                  Range
   -----------                  -----
   Parners/Of Counsel         $265 - $855
   Associates                 $190 - $590
   Paraprofessionals          $120 - $300

The proposed Sonnenschein attorneys who will serve in the case are
John A. Bicks, Esq., at $660 per hour; Monika J. Machen, Esq., at
$505 per hour; and Oscar N. Pinkas, Esq., at $315 per hour.

The firm can be reached at:

   Sonnenschein Nath & Rosenthal LLP
   7800 Sears Tower, 233 South Wacker Drive
   Chicago, IL 60606
   Tel: 312.876.8000
   Fax: 312.876.7934
   http://www.sonnenschein.com/

                         About Powermate

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- manufacturers 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.  When
the Debtors filed for protection against their creditors, they
listed assets and debt between $50 million to $100 million.


PROPEX INC: Wants Court to Extend Exclusive Plan-Filing to Oct. 18
------------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Tennessee to extend (i) their
Exclusive Plan Filing Period until Oct. 18, 2008; and (ii) their
Exclusive Solicitation Period until Dec. 17, 2008.

Pursuant to Section 1121(b) of the Bankruptcy Code, a chapter 11
debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.  Thus, under Section
1121, the Debtors have the exclusive right to file a plan of
reorganization until May 19, 2008, and the exclusive right to
solicit acceptances to that plan until July 16, 2008.  

Section 1121(d) also provides that the Court may extend or
increase a debtor's period of exclusivity upon a showing of
cause.

Mark W. Wege, Esq., at King & Spalding, LLP, in Houston, Texas,
asserts that based on the size and complexity of the Debtors'
Chapter 11 cases, a 120-day exclusivity period is not enough time
within which the Debtors may negotiate, draft and propose a
consensual Chapter 11 Plan, as well as conduct all the other
duties incumbent upon a debtor-in-possession.

As of the Petition Date, the Debtors had approximately
$585.7 million in assets, and roughly $527.4 million in
liabilities.  Moreover, the Debtors have approximately 3,200
employees world-wide and 1,925 employees in the United States.  

The Debtors have only had enough time to take the initial steps
in the case and stabilize their business after their Chapter 11
filing, Mr. Wege notes.  

In the less than three months since the bankruptcy filing, Mr.
Wege informs the Honorable John C. Cook, the Debtors' management,
employees, advisors
and counsel have devoted substantial time and effort to a number
of tasks, including:

   (a) the negotiation, proposal and finalization of the terms of
       the Debtors' $60,000,000 postpetition financing, and
       resolving all objections to the Debtors' request to obtain
       DIP Financing;

   (b) the review of numerous executory contracts and leases, and
       seeking the rejection of certain agreements;

   (c) the determination of whether and how each of the Debtors'
       numerous projects should be restructured;

   (d) the holding of frequent meetings and conference calls with
       the Official Committee of Unsecured Creditors and
       providing extensive, in-depth information and
       documentation in response to the Creditors Committee's due
       diligence reports;

   (e) the preparation of responses to numerous creditor,
       supplier and customer inquiries; and

   (f) the compilation of information required to complete the
       Debtors' schedules and statements of financial affairs and    
       filing them on April 1, 2008.

Mr. Wege tells the Court that those tasks have been particularly
time consuming since the Debtors have engaged in regular
discussions with counsel for the Official Committee of Unsecured
Creditors to negotiate various issues.  Additionally, the change
in the Debtors' leadership team, and the required time to develop
strategy associated with the Debtors' businesses has and will
take time to materialize, Mr. Wege says.

The Debtors have made considerable progress in laying the
foundational groundwork necessary for a successful
reorganization, as well as taking other steps to stabilize their
businesses and insure long-term profitability, Mr. Wege
maintains.  The Debtors' monthly operating reports show positive
EBITDA and cash flows, he avers.

Based on the progress in their bankruptcy cases, the Debtors
believe that their prospects for ultimately proposing and filing
a viable Plan are favorable, thereby warranting an extension of
the Exclusivity Period.

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Wants Court to Extend Lease Decision Period to Aug. 15
------------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Tennessee to extend the time
within which they must assume or reject leases, through and
including Aug. 15, 2008.

The Debtors are presently lessees under 15 unexpired non-
residential real property leases, including their corporate
headquarters located at Lee Highway, in Chattanooga, Tennessee.

Edward L. Ripley, Esq., at King & Spalding, LLP, in Houston,
Texas, relates that the Debtors are at an early stage of their
Chapter 11 cases, and are currently dealing with a variety of
important issues regarding the progression of their bankruptcy
proceedings.

Section 365(d)(4) of the Bankruptcy Code provides that an
unexpired non-residential real property lease under which a
debtor is the lessee will be deemed rejected, and the trustee
will immediately surrender the non-residential property to the
lessor, if the trustee does not assume or reject the unexpired
lease by the earlier of (i) the date that is 120 days after the
date of the order for relief; or (ii) the date of the entry of an
order confirming a plan.

On motion of the trustee or lessor and for cause, the Court may
extend the period pertaining to time to decide on the leases.

While the Debtors have until May 19, 2008, to determine whether
the Leases should be assumed or rejected, Mr. Ripley notes, they
have already undertaken a comprehensive review of their business
operations, assets and contractual obligations, including the
Leases they have entered into.

Mr. Ripley asserts while the extensive review process is
underway, it is not in the best interests of the Debtors' estates
or their creditors to force the Debtors to assume or reject the
Leases prematurely.

"A decision to assume has significant implications on the estates
since, as the Court is aware, any assumption may create
administrative claims if a particular Lease is later determined
to be no longer needed," Mr. Ripley says.

Mr. Ripley contends that the Debtors' request is warranted for
these reasons:

   -- While not the "primary asset," the Leases, including the
      corporate headquarters, are important assets and property
      rights in these cases.

   -- The Debtors are reviewing the Leases and thus it is unknown
      whether any lessor has a reversionary interest.

   -- Based on the size and complexity of their cases, the
      Debtors have not had time to make an informed business
      decision apprising the merits or value of each Lease.

   -- Next, the Debtors are making, and intend to continue
      making, all payments that first become due postpetition
      under the Leases in a timely fashion.

   -- Landlords will not be prejudiced by an extension of time
      since they have received, and will continue to receive, all
      rents due under the Leases.

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROVIDENTIAL HOLDINGS: Earns $227,950 in 2nd Quarter Ended Dec. 31
------------------------------------------------------------------
Providential Holdings Inc. reported net income of $227,950 for the
second quarter ended Dec. 31, 2007, compared with a net loss of
$333,165 in the same period in 2006.

Total revenues were $645,838 and $83,500 for the three months
ended Dec. 31, 2007, and 2006, respectively.  

The increase in net income is primarily due a $562,338 increase in
consulting income for the three month period ended Dec. 31, 2007.  
Total operating and other expenses were comparable for the both
periods.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$11,791,715 in total assets, $3,619,534 in total liabilities, and
$8,172,181 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2b33

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Kabani & Company Inc. expressed substantial doubt about
Providential Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
pointed to the company's accumulated deficit and negative cash
flows from operations.

At Dec. 31, 2007, the company had an accumulated deficit of
$17,459,363.  During the six months ended Dec. 31, 2007, the
company record negative cash flow from operations amounting to
$652,187.

                   About Providential Holdings

Based in Huntington Beach, California, Providential Holdings Inc.
(OTC BB: PRVH) -- http://www.phiglobal.com/-- engages in a number  
of diverse business activities, the most important of which are
M&A advisory services and investing in the rapidly growing
economies of Vietnam and Asia.


REDENVELOPE INC: Gets Tentative OK on Sale Bidding Procedures
-------------------------------------------------------------
Judge Dennis Montali of the United States Bankruptcy Court for the
Northern District of California tentatively approved the proposed
bidding procedures for the sale of substantially all of the assets
of RedEnvelope Inc., subject to higher and better offer.

Creative Catalog Corporation is the "stalking-horse" bidder.

A 4.7% breakup fee of $5,700,000 has been set by the Court, if
another party outbids Creative Catalogs' offer, Gifts & Decorative
Accessories relates.  Also, a $350,000 initial overbid is required
for other interested purchasers, it says.

A sale hearing hearing is set on May 27, 2008, at 9:30 a.m.,
followed by an auction to took place on that date.   

As reported in the Troubled Company Reporter on April 22, 2008,
the Debtor entered into an asset purchase agreement dated April
17, 2008, with Creative Catalogs to sell its assets -- including
the assumption of the Debtor's obligations -- for $5,700,000,
subject to adjustment on a post-closing accounting of the closing
date inventory.

The RedEnvelope-Creative asset purchase agreement requires the
sale to close by May 30, 2008.  A special committee of the board
has been formed to evaluate bids.

                        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.

The company filed for Chapter 11 protection on April 17, 2008
(N.D. Ca. Case No. 08-30659).  Doris A. Kaelin, Esq.,  Janice M.
Murray, Esq.,  John Walshe Murray, Esq.,  Robert A. Franklin, Esq.
at Murray & Murray, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets of $21,781,415
and debts of $15,302,142.


REDENVELOPE INC: Gets Initial OK to Use Granite's $4.5MM Facility
-----------------------------------------------------------------
The Hon. Dennis Montali of the United States Bankruptcy Court
for the Northern District of California authorized RedEnvelope
Inc. to obtain, on an interim basis, up to $4.5 million in debtor-
in-possession financing from a consortium of lenders, including
Granite Creek Partners Agent LLC, as administrative agent.

A hearing is set on May 14, 2008, at 1:30 p.m., at San Francisco
Courtroom 22, to consider final approval.

The DIP agreement is expected to terminate on the earliest of:

   -- 90 days from the date of the agreement;
   -- confirmation of a plan or liquidation;
   -- conversion of the Chapter 11 case to a Chapter 7 case; or
   -- the effective date of a sale of all of the Debtor's assets.

The Lenders' DIP facility will bear interest at 10% per annum.  In
the event of default, the obligations will accrue interest at the
applicable rate for each advances outstanding plus 5%.

The Debtor say that they have an urgent need of cash to pay its
suppliers and employees, other expenses and to satisfy other
working capital needs.

The Debtor agrees to pay a host of fees including a $400,000
commitment fee and $50,000 agent fee to the lenders.

The DIP agreement is subject to a carve-out for payments to the
U.S Trustee of Court fee, any statutory committee appointed in
this case and professional advisors to the Debtor.

To secure its DIP loan obligations, the Debtor grants a security
interest in all of its assets and a superpriority administrative
expenses status over all other claims.

Triangle Capital LLP represents the Debtor as investment banker.

A full-text copy of the Debtor-in-Possession Agreement dated April
17, 2008, is available for free at

               http://ResearchArchives.com/t/s?2ada

                        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.

The company filed for Chapter 11 protection on April 17, 2008
(N.D. Ca. Case No. 08-30659).  Doris A. Kaelin, Esq.,  Janice M.
Murray, Esq.,  John Walshe Murray, Esq.,  Robert A. Franklin, Esq.
at Murray & Murray, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets of $21,781,415
and debts of $15,302,142.


SAIL TRUSTS: Reduced Credit Enhancement Prompts S&P's Rating Cuts
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 79
classes of asset-backed certificates issued by 17 Structured Asset
Investment Loan Trust series, ABFC Trust, Asset Backed Securities
Corp., Meritage Mortgage Loan Trust, and Fieldstone Mortgage
Investment Trust.  At the same time, S&P removed its ratings on 20
of these classes from CreditWatch negative.  Concurrently, S&P
placed its ratings on 25 classes on CreditWatch with negative
implications, and affirmed its ratings on the remaining 80 classes
from these transactions.  These classes in the affected
transactions are secured primarily by U.S. subprime mortgage loan
collateral.
     
The downgrades affecting the transactions from the 2005 vintage
reflect reduced credit enhancement due to monthly realized losses,
as well as a high amount of loans that are considered severely
delinquent (90-plus days, foreclosures, and REOs).  As of the
March 2008 remittance period, cumulative losses for the 2005
vintage transactions, as a percentage of the original pool
balances, ranged from 1.11% (ABFC series 2005-HE1) to 3.60%
(Meritage series 2005-2).  The increasing amount of loans that are
severely delinquent suggests that losses will continue to exceed
excess interest and further compromise credit support.  Severe
delinquencies, as a percentage of the current pool balances,
ranged from 21.14% (Asset Backed Securities Corp. series 2005-HE1)
to 41.82% (Meritage series 2005-2).  The increase in the dollar
amount of severe delinquencies since the April 2007 remittance
ranged from 27.17% (ABFC series 2005-HE1) to 156.65% (ABFC series
2005-WMC1).  Class B-1 from ABFC series 2005-WMC1 experienced a
principal write-down of $52,243, prompting S&P to lower the rating
on the security to 'D'.
     
S&P removed its ratings on 20 of the downgraded classes from
CreditWatch negative.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on CreditWatch
negative.  S&P lowered its rating on class M9 from Asset Backed
Securities Corp.'s series 2005-HE1 to 'B' and removed it from
CreditWatch negative because S&P does not anticipate any rating
further actions on this class in the near future.
    
S&P placed its ratings on 25 classes on CreditWatch negative.
While S&P believes the amount of credit enhancement for these
classes may be insufficient to cover projected losses, S&P will
not initiate additional rating actions until it completes
additional analysis.  S&P will further evaluate and compare the
date of projected defaults with the projected payoff dates, as
well as the relationships between projected credit support and
projected losses throughout the remaining life of each
certificate.
     
All of the lowered ratings affecting the transactions from the
2006 vintage reflect principal write-downs or the complete erosion
of credit support.  Given these factors, S&P lowered its ratings
on these classes to 'D'.  As of the March 2008 remittance period,
credit support for class M-11 from Fieldstone Mortgage Investment
Trust's series 2006-1 had been depleted.  As of the March
remittance, class M8 from Structured Asset Investment Loan Trust's
series 2006-2 had experienced principal write-downs totaling
$942,299; class B1 from Structured Asset Investment Loan Trust's
series 2006-BNC2 had experienced principal write-downs totaling
$3,773,306; and class M10 from Asset Backed Securities Corp.'s
series NC 2006-HE4 had experienced principal write-downs totaling
$5,307,122.
     
The 86 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels despite
the negative trends in the underlying collateral for these deals.
     
Subordination, overcollateralization, and excess spread provide
credit support for all of the affected series.  The collateral for
these transactions primarily consists of subprime, adjustable- and
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.

                          Ratings Lowered

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE1            M-7        04542BKY7     B              BBB+
2005-HE1            M-8        04542BKZ4     CCC            BBB
2005-HE1            M-9        04542BLA8     CCC            BBB-
2005-HE1            B-3        04542BLD2     CC             CCC
2005-WMC1           M-6        04542BPJ5     B              A+
2005-WMC1           M-7        04542BPK2     CCC            A+
2005-WMC1           M-8        04542BPL0     CCC            A
2005-WMC1           M-9        04542BPM8     CCC            BBB
2005-WMC1           M-10       04542BPN6     CC             B
2005-WMC1           M-11       04542BPP1     CC             B
2005-WMC1           M-12       04542BPQ9     CC             CCC
2005-WMC1           B-1        04542BPR7     D              CCC

                  Asset Backed Securities Corp.

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
NC 2006-HE4          M10        04544GAS8     D              CC

        Asset Backed Securities Corp. Home Equity Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-HE2            M5         04541GQF2     BB             BBB+
2005-HE2            M6         04541GQG0     B              BBB
2005-HE3            M8         04541GRB0     B              BBB
2005-HE3            M11        04541GRE4     CC             CCC
2005-HE4            M9         04541GRT1     B              BBB-
2005-HE4            M10        04541GRX2     CCC            BB+
2005-HE5            M7         04541GSP8     BBB-           A-
2005-HE5            M8         04541GSQ6     B              BBB+
2005-HE5            M12        04541GSU7     CC             CCC
2005-HE6            M5         04541GTP7     BBB-           A
2005-HE6            M6         04541GTQ5     B              A-
2005-HE6            M7         04541GTR3     CCC            BBB+
2005-HE6            M9         04541GTT9     CCC            BB
2005-HE6            M10        04541GSY9     CCC            B
2005-HE6            M11        04541GSZ6     CC             CCC

                 Fieldstone Mortgage Investment Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-1              M-11       31659TFL4     D              CCC

                    Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-6        59001FCW9     B              A+
2005-2              M-11       59001FDB4     CC             CCC

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             M4         86358EZB5     CCC            A+
2005-10             M5         86358EZC3     CCC            A
2005-10             M6         86358EZD1     CC             BB
2005-10             B1         86358EZH2     CC             CCC
2005-10             B2         86358EZK5     CC             CCC
2005-10             M9         86358EZG4     CC             CCC
2005-8              M4         86358EXT8     CCC            BBB+
2005-8              M5         86358EXU5     CCC            BBB
2005-8              M6         86358EXV3     CCC            BB
2005-8              M7         86358EXW1     CC             B
2005-8              M8         86358EXX9     CC             CCC
2005-8              M9         86358EXY7     CC             CCC
2005-9              M4         86358EYJ9     CCC            A+
2005-9              M5         86358EYK6     CCC            BBB+
2005-9              M6         86358EYL4     CCC            BB
2005-9              M7         86358EYM2     CCC            BB
2005-9              M8         86358EYN0     CC             B
2005-9              B1         86358EYQ3     CC             CCC
2005-9              M9         86358EYP5     CC             CCC
2005-HE1            M4         86358EUY0     BB             A+
2005-HE1            M5         86358EUZ7     B-             A
2005-HE1            M6         86358EVA1     CCC            BBB
2005-HE1            M7         86358EVB9     CC             B
2005-HE1            M8         86358EVC7     CC             B
2005-HE1            B1         86358EVE3     CC             CCC
2005-HE1            M9         86358EVD5     CC             CCC
2006-2              M8         86358EF76     D              CC
2006-BNC2           B1         86358GAQ4     D              CC

              Ratings Placed on CreditWatch Negative

                             ABFC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        04542BPG1     AA/Watch Neg   AA
2005-WMC1           M-5        04542BPH9     AA-/Watch Neg  AA-

                   Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-2              M-5        59001FCV1     AA-/Watch Neg  AA-

               Structured Asset Investment Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-10             A1         86358EYT7     AAA/Watch Neg  AAA
2005-10             A2         86358EYU4     AAA/Watch Neg  AAA
2005-10             A4         86358EYW0     AAA/Watch Neg  AAA
2005-10             A-5        86358EYX8     AAA/Watch Neg  AAA
2005-10             A6         86358EZJ8     AAA/Watch Neg  AAA
2005-10             M1         86358EYY6     AA+/Watch Neg  AA+
2005-10             M2         86358EYZ3     AA/Watch Neg   AA
2005-10             M3         86358EZA7     AA-/Watch Neg  AA-
2005-8              A3         86358EXN1     AAA/Watch Neg  AAA
2005-8              A4         86358EXP6     AAA/Watch Neg  AAA
2005-8              M1         86358EXQ4     AA+/Watch Neg  AA+
2005-8              M2         86358EXR2     AA/Watch Neg   AA
2005-8              M3         86358EXS0     AA-/Watch Neg  AA-
2005-9              A1         86358EYA8     AAA/Watch Neg  AAA
2005-9              A2         86358EYB6     AAA/Watch Neg  AAA
2005-9              A3         86358EYC4     AAA/Watch Neg  AAA
2005-9              A5         86358EYE0     AAA/Watch Neg  AAA
2005-9              A6         86358EYS9     AAA/Watch Neg  AAA
2005-9              M1         86358EYF7     AA+/Watch Neg  AA+
2005-9              M2         86358EYG5     AA/Watch Neg   AA
2005-9              M3         86358EYH3     AA-/Watch Neg  AA-
2005-HE1            M3         86358EUX2     AA-/Watch Neg  AA-

       Ratings Lowered and Removed From CreditWatch Negative

                            ABFC Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            B-1            CCC         BB+/Watch Neg
    2005-HE1            B-2            CC          BB/Watch Neg

     Asset Backed Securities Corporation Home Equity Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-HE1            M9             B           BBB-/Watch Neg
    2005-HE1            M10            CCC         BB+/Watch Neg
    2005-HE2            M7             CCC         BBB-/Watch Neg
    2005-HE2            M8             CCC         BB+/Watch Neg
    2005-HE3            M9             CCC         BBB-/Watch Neg
    2005-HE3            M10            CCC         BB+/Watch Neg
    2005-HE4            M11            CCC         BB/Watch Neg
    2005-HE4            M12            CC          BB/Watch Neg
    2005-HE5            M9             CCC         BBB/Watch Neg
    2005-HE5            M10            CCC         BBB-/Watch Neg
    2005-HE5            M11            CC          BB/Watch Neg
    2005-HE6            M8             CCC         BBB/Watch Neg

                   Meritage Mortgage Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-2              M-7            CCC         A/Watch Neg
    2005-2              M-8            CCC         BBB+/Watch Neg
    2005-2              M-9            CCC         BB/Watch Neg
    2005-2              M-10           CC          B/Watch Neg

               Structured Asset Investment Loan Trust

                                           Rating
                                           ------
    Transaction         Class          To          From
    -----------         -----          --          ----
    2005-10             M7             CC          BB/Watch Neg
    2005-10             M8             CC          B/Watch Neg

                        Ratings Affirmed

                            ABFC Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M-1        04542BKS0     AA+
          2005-HE1            M-2        04542BKT8     AA
          2005-HE1            M-3        04542BKU5     AA-
          2005-HE1            M-4        04542BKV3     A+
          2005-HE1            M-5        04542BKW1     A
          2005-HE1            M-6        04542BKX9     A-
          2005-WMC1           A-1        04542BNX6     AAA
          2005-WMC1           A-2C       04542BPA4     AAA
          2005-WMC1           A-2D       04542BPB2     AAA
          2005-WMC1           A-2MZ      04542BPC0     AAA
          2005-WMC1           M-1        04542BPD8     AA+
          2005-WMC1           M-2        04542BPE6     AA+
          2005-WMC1           M-3        04542BPF3     AA

     Asset Backed Securities Corporation Home Equity Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            M1         04541GPH9     AA+
          2005-HE1            M2         04541GPJ5     AA
          2005-HE1            M3         04541GPK2     AA-
          2005-HE1            M4         04541GPL0     A+
          2005-HE1            M5         04541GPM8     A
          2005-HE1            M6         04541GPN6     A-
          2005-HE1            M7         04541GPP1     BBB+
          2005-HE1            M8         04541GPQ9     BBB
          2005-HE1            M11        04541GPT3     CCC
          2005-HE2            M1         04541GQB1     AA
          2005-HE2            M2         04541GQC9     AA-
          2005-HE2            M3         04541GQD7     A
          2005-HE2            M4         04541GQE5     A-
          2005-HE3            A1         04541GQN5     AAA
          2005-HE3            A2B        04541GQQ8     AAA
          2005-HE3            A5         04541GQT2     AAA
          2005-HE3            M1         04541GQU9     AA+
          2005-HE3            M2         04541GQV7     AA
          2005-HE3            M3         04541GQW5     AA-
          2005-HE3            M4         04541GQX3     A+
          2005-HE3            M5         04541GQY1     A
          2005-HE3            M6         04541GQZ8     A-
          2005-HE3            M7         04541GRA2     BBB+
          2005-HE4            A1         04541GRJ3     AAA
          2005-HE4            A2         04541GRU8     AAA
          2005-HE4            A2B        04541GRW4     AAA
          2005-HE4            M1         04541GRK0     AA+
          2005-HE4            M2         04541GRL8     AA
          2005-HE4            M3         04541GRM6     AA-
          2005-HE4            M4         04541GRN4     A+
          2005-HE4            M5         04541GRP9     A
          2005-HE4            M6         04541GRQ7     A-
          2005-HE4            M7         04541GRR5     BBB+
          2005-HE4            M8         04541GRS3     BBB
          2005-HE5            A1         04541GSD5     AAA
          2005-HE5            A1A        04541GSE3     AAA
          2005-HE5            A2         04541GSF0     AAA
          2005-HE5            A2A        04541GSG8     AAA
          2005-HE5            M1         04541GSH6     AA+
          2005-HE5            M2         04541GSJ2     AA
          2005-HE5            M3         04541GSK9     AA
          2005-HE5            M4         04541GSL7     AA-
          2005-HE5            M5         04541GSM5     A+
          2005-HE5            M6         04541GSN3     A
          2005-HE6            A1         04541GTD4     AAA
          2005-HE6            A1A        04541GTE2     AAA
          2005-HE6            A2B        04541GTG7     AAA
          2005-HE6            A2C        04541GTH5     AAA
          2005-HE6            A2D        04541GTJ1     AAA
          2005-HE6            M1         04541GTK8     AA+
          2005-HE6            M2         04541GTL6     AA
          2005-HE6            M3         04541GTM4     AA-
          2005-HE6            M4         04541GTN2     A+

                   Meritage Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-2              I-A1       59001FCL3     AAA
          2005-2              II-A2      59001FCN9     AAA
          2005-2              II-A3      59001FCP4     AAA
          2005-2              M-1        59001FCR0     AA+
          2005-2              M-2        59001FCS8     AA+
          2005-2              M-3        59001FCT6     AA
          2005-2              M-4        59001FCU3     AA

               Structured Asset Investment Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-HE1            A2         86358EUN4     AAA
          2005-HE1            A5         86358EUR5     AAA
          2005-HE1            A6         86358EUS3     AAA
          2005-HE1            A7         86358EUT1     AAA
          2005-HE1            A8         86358EUU8     AAA
          2005-HE1            M1         86358EUV6     AA+
          2005-HE1            M2         86358EUW4     AA


SHARPER IMAGE: Allowed to Employ Weil, Gotshal as Attorney
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Sharper Image Corp. authority to employ Weil, Gotshal & Manges LLP
as its attorneys to perform the extensive legal services that will
be necessary during the Chapter 11 case.

According to Rebecca L. Roedell, executive vice president and
chief financial officer of Sharper Image, the Debtor selected
WG&M because of the firm's extensive general experience and
knowledge and, in particular, its recognized expertise in the
field of debtor's protections, creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.

Ms. Roedell related that WG&M has become familiar with
the Debtor's business, affairs, and capital structure because
prior to the Petition Date, in February 2008, WG&M has provided
assistance and advice to the Debtor with respect to formulating,
evaluating, and implementing various restructuring,
reorganization, and other strategic alternatives.  Also, WG&M
assisted and advised the Debtor in connection with the
preparation for the Chapter 11 case.

WG&M will represent the Debtor in coordination with Womble
Carlyle Sandridge & Rice, PLLC.  WG&M and Womble have discussed a
division of responsibilities in connection with representation of
the Debtor and will make every effort to avoid and minimize
duplication of services in the representation of the Debtor, Ms.
Roedell adds.

As the Debtor's attorneys, WG&M will:

   * take all necessary or appropriate actions to protect and
     preserve the Debtor's estate, including the prosecution of
     actions on the Debtor's behalf, the defense of any actions
     commenced against the Debtor, and more;

   * prepare on behalf of the Debtor, all necessary or
     appropriate motions, applications, answers, orders, reports,
     and other papers in connection with the administration of
     the Debtor's estate;

   * negotiate and prepare on behalf of the Debtor any Plan of
     Reorganization and all related documents; and

   * perform all other necessary legal services in connection
     with the Chapter 11 case.

The Debtor proposed to pay WG&M its customary hourly rates for
services rendered that are in effect from time to time and to
reimburse WG&M according to its customary reimbursement policies.

Ms. Roedell noted that a year before the Petition Date, the
Debtor provided advances aggregating $400,000 to WG&M for
services to be performed and expenses incurred and to be incurred
in connection with services to be provided by WG&M, including the
commencement and prosecution of the Chapter 11 case.

As of the Petition Date, the fees and expenses incurred by WG&M
and debited against the amounts advanced to it by the Debtor
approximated $376,054.  The precise amount will be determined
upon the final recording of all time and expense charges.  
Accordingly, as of the Petition Date, WG&M had a remaining credit
balance in favor of the Debtor in the approximate amount of
$23,946 for additional professional services performed and to be
performed and expenses incurred and to be incurred in connection
with the Chapter 11 case.  After application of amounts for
payment of any additional prepetition professional services and
related expenses, the excess advance amount will be held by WG&M
for application to and payment of postpetition fees and expenses
that are allowed by the Court.

Harvey R. Miller, Esq., a partner at WG&M, assured the Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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: Committee Wants to Retain Cooley as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sharper Image
Corp. seeks the authority of the U.S. Bankruptcy Court for the
District of Delaware to retain Cooley Godward Kronish LLP as its
lead counsel, nunc pro tunc to the Debtor's bankruptcy filing.

Steven D. Sass, co-chairperson of the Creditors Committee,
relates that the Creditors Committee selected Cooley Godward
because the attorneys in the bankruptcy group at the firm have
significant experience representing creditors' committees in
retail Chapter 11 cases throughout the country.

As the Creditors Committee's lead counsel, Cooley Godward will:

   (a) attend the meetings of the Creditors Committee;
   
   (b) review financial information furnished by the Debtor to
       the Creditors Committee;

   (c) negotiate the budget and the use of cash collateral;

   (d) review and investigate the liens of purported secured
       parties;

   (e) confer with the Debtor's management and counsel;

   (f) coordinate efforts to sell assets of the Debtor in a
       manner that maximizes the value for unsecured creditors;

   (g) review the Debtor's schedules, statement of affairs and
       business plan;

   (h) advise the Creditors Committee as to the ramifications
       regarding all of the Debtor's activities and motions
       before this Court;

   (i) file appropriate pleadings on behalf of the Creditors
       Committee;

   (j) review and analyze the Debtor's financial advisor's work
       product and reports to the Creditors Committee;

   (k) provide the Creditors Committee with legal advice in
       relation to the case;

   (l) prepare various applications and memoranda of law
       submitted to the Court for consideration and handle all
       other matters relating to the representation of the
       Creditors Committee that may arise;

   (m) assist the Creditors Committee in negotiations with the
       Debtor and other parties in interest on an exit strategy
       for this case; and

   (n) perform other legal services for the Creditors Committee
       as may be necessary or proper in this proceeding.

Seven Cooley Godward professionals are expected to have primary
responsibility for providing services to the Creditors Committee:

   Professional                 Hourly Rates
   ------------                 ------------
   Lawrence C. Gottlieb                 $850
   Jay R. Indyke                        $760
   Cathy R. Hershcopf                   $680
   Richard S. Kanowitz                  $680
   Brent Weisenberg                     $525
   Seth Van Aalten                      $470
   Brian W. Byun                        $335
    
The firm will be reimbursed for reasonable expenses incurred in
rendering services to the Creditors Committee.

Mr. Gottlieb, a partner at Cooley Godward, assures the Court that
his firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

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: Committee Wants to Retain Loughlin as Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sharper Image
Corp. seeks the authority of the U.S. Bankruptcy Court for the
District of Delaware to retain Loughlin Meghji + Company as its
financial advisor, nunc pro tunc to the Debtor's bankruptcy
filing.

Steven D. Sass, co-chairperson of the Creditors Committee,
relates that the Creditors Committee selected Loughlin because of
the firm's experience and expertise, and the complex nature of
the Debtor's business and financial affairs.

As the Creditors Committee's financial advisor, Loughlin will:

   (a) assist and advise the Creditors Committee in the analysis
       of the current financial position of the Debtor;

   (b) assist and advise the Creditors Committee in its analysis
       of the Debtor's business plans cash flow projections,
       restructuring programs, selling, general and
       administrative structure, and other reports and analyses
       prepared by the Debtor or their professionals, in order to
       assist the Creditors Committee in its assessment of the
       business viability of the Debtor, the reasonableness of
       projections and underlying assumptions, the impact of
       market conditions on forecast results of the Debtor, and
       the viability of any restructuring strategy pursued by the
       Debtor or other parties in interest;

   (c) assist and advise the Creditors Committee in its analysis
       of proposed transactions for which the Debtor seeks Court
       approval;

   (d) assist and advise the Creditors Committee in its analysis
       of the Debtor's internally-prepared financial statements
       and related documentation in order to evaluate performance
       of the Debtor as compared to its projected results;

   (e) attend and advise at meetings and calls with the Creditors
       Committee, its counsel and representatives of the Debtor
       and other parties;

   (f) assist and advise the Creditors Committee and its counsel
       in the development, evaluation and documentation of any
       Plan of Reorganization or strategic transaction;

   (g) assist and advise the Creditors Committee in its analysis
       of the Debtor's hypothetical liquidation analyses under
       various scenarios; and

   (h) assist and advise the Creditors Committee in other service
       as may be necessary and advisable.

The services to be provided by Loughlin will be at the request
and direction of the Creditors Committee, so as to avoid
duplicative efforts among the Creditors Committee's professionals
retained in the Chapter 11 case.

In exchange for the contemplated services, Loughlin will be paid
based on the firm's applicable hourly rates:

   Professional                 Hourly Rates
   ------------                 ------------
   Principal/Managing Director  $625 to $750
   Director                     $425 to $495
   Senior Associate                     $375
   Associate                            $325
   Analyst                              $250
   Paraprofessional                     $125

The firm will be reimbursed for reasonable expenses incurred in
rendering services to the Creditors Committee.

Kenneth Simon, Esq., a partner at Loughlin, assures the Court
that his firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

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: Committee Wants to Retain Whiteford as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sharper Image
Corp. seeks the authority of the U.S. Bankruptcy Court for the
District of Delaware to retain Whiteford Taylor Preston LLC as its
Delaware counsel, nunc pro tunc as the Debtor's bankruptcy filing.

Steven D. Sass, co-chairperson of the Creditors Committee, states
that due to the size and the complex nature of the Chapter 11
case as well as the significant relief sought by the Debtor
during the early stages of the case, there was an immediate need
for Whiteford Taylor to perform services for the Creditors
Committee.

Mr. Sass relates that the Creditors Committee selected Whiteford
Taylor because of the firm's substantial experience appearing
before Courts in Delaware and representing committees and
creditors in complex reorganization cases.

As the Creditors Committee's Delaware counsel, Whiteford Taylor  
will:

   (a) provide legal advice with respect to the Creditors
       Committee's rights, powers and duties in the Chapter 11
       case;

   (b) assist lead counsel in preparing, filing and serving all
       necessary applications, answers, responses, objections,
       orders, reports and other legal papers;

   (c) represent the Creditors Committee in any matters arising
       in the bankruptcy case;

   (d) assist the Creditors Committee in its investigation and
       analysis of the Debtor;

   (e) represent the Creditors Committee in all aspects of
       confirmation proceedings; and

   (f) perform all other legal services for the Creditors
       Committee that may be necessary or desirable in the
       proceedings.

In exchange for the contemplated services, Whiteford Taylor will
be paid based on the firm's applicable hourly rates:

   Professional                 Hourly Rates
   ------------                 ------------
   Shareholders                 $390 to $530
   Associates                   $280 to $370
   Legal Assistants/Paralegals  $210 to $250

Five Whiteford Taylor professionals are expected to have primary
responsibility for providing services to the Creditors Committee:

   Professional                 Hourly Rates
   ------------                 ------------
   Margaret M. Manning                  $385
   Daniel A. Griffith                   $410
   Cara Chasney                         $250
   Kathleen G. McCruden                 $210
   Jennifer L. Tittsworth               $210

The firm will be reimbursed for reasonable expenses incurred in
rendering services to the Creditors Committee.

Ms. Manning, a partner at Whiteford Taylor, assures the Court
that her firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

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: SCSF Disposes of 150,000 Shares
----------------------------------------------
In a regulatory filing with the United States Securities
and Exchange Commission dated March 26, 2008, SCSF Equities, LLC
disclosed that an aggregate of 150,000 shares of Sharper Image
common stock have been disposed on various dates:

                          Total     Beneficially
                          Shares     Owned After
   Date           Price   Disposed   Transaction
   ----           -----   --------  ------------
   03/24/08       $0.20     25,000     2,934,000
   03/25/08       $0.20     25,000     2,909,000
   03/26/08       $0.19    100,000     2,809,000

SCSF Equities is the direct beneficial owner of the shares.  
Furthermore, these parties are deemed beneficial owners of the
securities beneficially owned by SCSF Equities:

   * Sun Capital Securities Offshore Fund, Ltd.;
   * Sun Capital Securities Fund, LP;
   * Sun Capital Securities Advisors, LP;
   * Sun Capital Securities, LLC;
   * Marc J. Leder; and
   * Rodger R. Krouse.

Mr. Leder and Mr. Krouse control SCSF Equities, Sun Securities
Fund and Sun Advisors, as each own 50% of the membership
interests in Sun Capital Securities, which in turn is the general
partner of Sun Advisors.  Moreover, Sun Advisors is the general
partner of Sun Securities Fund, which, together with the Sun
Offshore Fund, owns 100% of the membership interests of SCSF
Equities.

Mr. Leder and Mr. Krouse control the Sun Offshore Fund by virtue
of being the only directors of the Sun Offshore Fund.

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: Files Motion to Modify Plan Without Resolicitation
-------------------------------------------------------------
Sirva Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to make
immaterial modifications to their Prepackaged Joint Plan of
Reorganization pursuant to Section 1127 of the Bankruptcy Code,
without the need to resolicit votes.

The Debtors' Plan classifies unsecured claims arising from the
ongoing business relationships separately from those claims that
provide no corresponding benefit to the Debtors' businesses,
their estates, or their other creditors, Marc Kieselstein, P.C.,
at Kirkland and Ellis LLP in Chicago, Illinois, explained.  
Specifically, he said, claims arising from ongoing business
relationships are classified as Class 4 claims and will be paid
in full, despite the fact that the Debtors' Prepetition Lenders
stand to receive no more than 40 cents on the dollar, in second
lien paid-in-kind debt and equity, based on the Debtors' most
recent valuation.

The Debtors believe the distributions to Class 4 creditors --
which are gifts from the Prepetition Lenders -- will preserve the
value of the Debtors' businesses going forward.  The Prepetition
Lenders support the Debtors' determination, said Mr. Kieselstein.

Conversely, claims unrelated to the ongoing business
relationships, or otherwise do not contribute to the goodwill of
the business, are classified as Class 5 claims, entitled to
receive no distribution.  The Class 5 claims were identified
through the Debtors' schedules of assets and liabilities.

Mr. Kieselstein noted that since majority of the Debtors'
unsecured creditors do not hold Class 5 claims, the Plan rescues
almost all of the Debtors' unsecured creditors, as a result of
negotiations with the Debtors' Prepetition Lenders.  However, the
Plan has been opposed by certain Class 5 claimants, with respect
to the classification and treatment accorded to Class 5.

The Debtors continue to believe that the Plan satisfies the
requirements of the Bankruptcy Code necessary for confirmation,
but have modified the Plan to provide certain distributions on
account of Class 5 Claims, said Mr. Kieselstein.

In addition, the Debtors have finalized certain financing terms,
which were disclosed at the time of the Debtors' original
solicitation.  Thus, the revised and final terms of the exit
financing are not modifications, but an effectuation of a process
consistent with the Plan, Mr. Kieselstein explained.

To the extent the developments are viewed as "modifications," Mr.
Kieselstein assured the Court that these are immaterial and non-
adverse for purposes of resolicitation.  In fact, he said, the
changes enhance the value of the businesses for the benefit of
all voting creditors -- the Debtors' Prepetition Lenders.

The Debtors proposed these revisions:

   * the terms of the Second Lien Facility have been modified to
     reduce indebtedness under the Second Lien Facility by
     $50,000,000, increasing the value of the stock distributed
     to the Prepetition Lenders;

   * the terms of the New Credit Facility have been modified to
     provide the New Credit Facility Lenders with an additional
     350 basis points in PIK interest per annum;

   * the Plan's definition of "general unsecured claim" has been
     clarified by including specific reference to the Class 5
     declarations;

   * Class 5 claimants will receive a beneficial, pro rata
     interest in an unsecured note of $3,500,000 notional value,
     in final satisfaction of each allowed Class 5 claim;

   * the $3,500,000 unsecured note will be on substantially the
     same economic terms as the Prepetition Lenders will receive
     under the Second Lien Facility, but will be junior to
     the Second Lien Facility; and

   * the Debtors have also made various technical, immaterial,
     and conforming changes to the Plan.

According to Mr. Kieselstein, the modifications implemented
through Rule 3019 of the Federal Rules of Bankruptcy Procedure do
not require resolicitation, where the court determines that they
do not adversely change the treatment of any claim or the
interest of any equity security holder that has not accepted the
modification.  Mr. Kieselstein said the modifications may be
proposed in a shortened time period in advance of confirmation,
and a hearing on the proposed modification may be combined with a
confirmation hearing.

Mr. Kieselstein maintained that the Plan, as revised, does not
adversely affect any creditor.  The revised exit financing terms
were contemplated and disclosed in the original solicitation
package delivered to the Debtors' Prepetition Lenders.

Additionally, the proposed distributions to Class 5 creditors is
not materially adverse to the Prepetition Lenders, he said.  The
Debtors' Plan provides their Prepetition Lenders with
$150,000,000 in second lien debt, and approximately 75% of the
equity in the Reorganized Debtors.

Mr. Kieselstein explained that although the $3,500,000 unsecured
note represents a significant recovery to Class 5 claimants, this
does not materially reduce the recovery otherwise available to
the Prepetition Lenders.  The unsecured note is approximately 2%
of the credit portion of the Prepetition Lenders' recovery.

Consequently, the Debtors submit that the proposed distribution
does not constitute a materially adverse modification under Rule
3019, and will even provide a meaningful recovery of on account
of Class 5 claims.

A blacklined copy of the Second Amended Plan with Technical
Modifications is available at no charge at:

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

                Committee Demands Resolicitation

The Official Committee of Unsecured Creditors said the proposed
changes to the Plan require the Debtors to send its Plan back to
creditors for voting, reported David McLaughlin of Dow Jones
Newswires.  

The Committee complained that the last-minute changes were
unfair, since they prepared for the hearing using the Debtors
original Plan, said Mr. McLaughlin.  

                        Debtors Answer Back

The Debtors opposed the Committee's request saying they can't
afford to spend more time in bankruptcy.

Counsel for the Debtors, Mr. Kieselstein, argued that the
modified plan does not need to be voted on, since the creditors
getting the note would have been wiped out under the original
plan.

"There's no downside," Mr. Kieselstein said.  "There's no impact
whatsoever on their treatment."

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. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SOUNDVIEW HOME: Fitch Cuts Rating on $1.5 Mil. Bonds to 'BB+'
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the Soundview Home Loan
Trust transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.   
Affirmations total $143.1 million and downgrades total
$1.5 million.

Soundview Home Loan Trust 2003-2

  -- $69.6 million class A-2 affirmed at 'AAA';
  -- $15.0 million class M-1 affirmed at 'AA+';
  -- $8.2 million class M-2 affirmed at 'AA-';
  -- $1.9 million class M-3 affirmed at 'AA-';
  -- $2.3 million class M-4 affirmed at 'A+';
  -- $2.3 million class M-5 affirmed at 'A'.

Deal Summary

  -- Originators: Impac Funding Corporation (53.42%), Residential
     Mortgage Assistance Enterprise (46.58%)

  -- 60+ day Delinquency: 2.21%

  -- Realized Losses to date (% of Original Balance): 0.23%

Soundview Home Loan Trust 2004-1

  -- $17.8 million class M1 affirmed at 'AA+';
  -- $14.9 million class M2 affirmed at 'AA+';
  -- $2 million class M3 affirmed at 'AA';
  -- $2 million class M4 affirmed at 'AA-';
  -- $2 million class M5 affirmed at 'A+';
  -- $1.7 million class M6 affirmed at 'A';
  -- $1.9 million class M7 affirmed at 'BBB+';
  -- $1.7 million class M8 affirmed at 'BBB';
  -- $1.5 million class M9 downgraded to 'BB+' from 'BBB-'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 20.19%
  -- Realized Losses to date (% of Original Balance): 1.84%


SUNAMERICA MORTGAGE: Moody's Maintains 'Ba1' Rating on Class B-5
----------------------------------------------------------------
Moody's Investors Service affirms the ratings of five classes of
SunAmerica Mortgage Trust, Series 1999-C2B:

  -- Class B-1, $7,500,000, affirmed at Aa3
  -- Class B-2, $17,000,000, affirmed at A2
  -- Class B-3, $7,500,000, affirmed at A3
  -- Class B-4, $19,750,000, affirmed at Baa3
  -- Class B-5, $11,750,000, affirmed at Ba1

Moody's is affirming these classes due to stable property
performance.

The Certificates are collateralized by a $63.5 million subordinate
mortgage note on SunAmerica Center, a Class A office building
located at 1999 Avenue of the Stars in Los Angeles, California.   
The building, which was built in 1990, is located in the Century
City master-planned development approximately 12 miles east of
Downtown Los Angeles.  The senior mortgage note, which has a
current balance of $128.7 million, is held outside the trust and
has been securitized in the LB Commercial Mortgage Trust 1999-C2
deal.  Moody's affirms the underlying rating of the $128.7 million
senior mortgage note at Aa2, unchanged from last review.  Both the
senior mortgage note and the subordinate mortgage note have an
Anticipated Repayment Date of Oct. 1, 2009 and a maturity date of
Oct. 1, 2029.  As of the April 15, 2008 distribution date, the
aggregate mortgage debt balance was $192.2 million, compared to
$210.0 million at securitization.

Occupancy as of March 2008 was 98.1%, compared to 89.4% at last
review in October of 2006.  Major tenants include O'Melveny &
Myers (per A.M. Law the 15th highest revenue grossing Law firm in
2006), SunAmerica Life Insurance Company (Moody's Insurance
Financial Strength issuer rating Aa2: Outlook Negative) and Bear
Stearns Securities Corporation (Moody's Senior Unsecured or
equivalent issuer rating Baa1: Outlook under review for possible
upgrade) which, collectively lease approximately 31.3% of the
building.  The building does not have significant near term
exposure to expiring leases and benefits from a significant number
of credit tenants.

Moody's current property valuation and loan to value ratio are
$275.3 million and 69.9%, compared to $273.6 million and 71.8% at
last review.


SUNCREST LLC: Wants to Hire Vinson & Elkins as Counsel
------------------------------------------------------
SunCrest, L.L.C. fka DAE/Westbrook LLC asked the U.S. Bankruptcy
for the District of Utah for permission to hire Vinson & Elkins
L.L.P. as its general bankruptcy counsel.

Prior to bankruptcy, Vinson & Elkins has been providing the Debtor
advice and representaion concerning the restructuring of its
financial affairs, debts, and chapter 11 filing.

The firm is expected to serve as the Debtor's attorney in all
aspects of the chapter 11 case and in any adversary proceedings
connected to the case, among others.

V&E's customary hourly rates range from $525 to $695 for counsel
and partners and $245 to $490 for associates.  Paraprofessionals'
rates range from $85 to $195 per hour.

V&E received from the Debtor a $100,000 retainer, from which the
firm has made no withdrawals.

The Debtor assures the Court that V&E doesn't adverse interest
against the Debtor and the estate.

The firm can be reached at:

             William L. Wallander, Esq.
                (bwallander@velaw.com)
             John E. Mitchell, Esq.
                (jmitchell@velaw.com)
             P. Beth Lloyd, Esq.
                (blloyd@velaw.com)
             Vinson & Elkins LLP
             Trammell Crow Center
             2001 Ross Avenue, Suite 3700
             Dallas, Texas 75201
             Tel: (214) 220-7700
             Fax: (214) 220-7716

                          About SunCrest

Headquartered in Drapre, Utah, SunCrest, L.L.C. fka DAE/Westbrook
LLC -- http://www.suncrest.com-- develops master planned   
community located in the Traverse Ridge in Draper in both Salt
Lakd and Utah Counties.  At present, approximately 2,452 homes
sites remain  available out of 3,903 sites.  The company holds a
majority of the representative positioms with the SunCrest Home
Owners Association. The company has spent at least $102 million on
land development in the aggregate, pursuant to court documents.

The Debtor filed chapter 11 protection on April 11, 2008 (Bankr.
D. Utah Case No. 08-22302) with Judge William T. Thurman
presiding.  John E. Mitchell, Esq., P. Beth Lloyd, Esq., and
William L. Wallander, Esq., at Vinson & Elkins L.L.P., represent
the Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection
against its creditors, it listed assets and debts between
$50 million to $100 million and debt.


SUNCREST LLC: Discloses Properties and Various Claim Holders
------------------------------------------------------------
In a document filed with the U.S. Bankruptcy for the District of
Utah, SunCrest, L.L.C. fka DAE/Westbrook LLC disclosed its
properties, debt obligations and other facts related to its
chapter 11 case.

                           The Property

SunCrest has about 2,452 home sites that remain out of 3,903 sites
that were available originally for development and sale.  SunCrest
also:

    i. holds a majority of the representative positions with the
       SunCrest Home Owners Association, which is managed by an
       independent third-party

   ii. contracts with a third-party to operate the SunCrest
       Market, a grocery store owned by SunCrest, and

  iii. is in the process of constructing a resident-only community
       center, the SunCrest Club.

Since its inception, SunCrest has spent in excess of $65 million
to purchase the land and develop the backbone infrastructure for
its property in Salt Lake and Utah Counties, in excess of $39
million on subdivision construction, and in excess of an
additional $8 million on amenities including parks, the Market,
and the Club.

         Financing for Property and Current Secured Claims

SunCrest's sole member is WB Land Investments LP.  To finance the
development and acquisition of its property, the Debtor: (a)
received investment equity and debt from WB Land, (b) obtained
seller financing from Proterra Inc., the prior owner of the
property, and (c) entered into a development loan with Zion's
First National Bank.

A. The Zions Claims

About July 28, 1999, Zions and the Debtor became parties to a land
development loan agreement, whereby Zions provided a land
development loan to the Debtor for construction and improvement of
the property.  About July 26, 2005, the land development loan
agreement was amended and restated as Zions loan agreement.

The Zions loan agreement consists of two facilities: a development
loan in the original principal amount of $40,000,000 and a letter
of credit loan in the principal amount of $18,000,000.  As of the
bankruptcy filing, the amount outstanding under each of these
facilities were about $39,974,691 and $3,726,749.

The Debtor and Zions are also parties to various deeds of trust
and security agreements, whereby Zions holds a security interest
in the Debtor's assets, including real property and fixtures.

Zions asserted that it has properly perfected its security
interests in the Zions collateral.  The Debtor has been unable to
meet its quarterly payment obligations under the Zions loans,
primarily due to a slow housing market.

B. The Proterra Seller Notes

The seller financing arranged by Proterra is represented by three
non-recourse notes in the original principal amount of $9.6
million.  As of Feb. 29, 2008, the Debtor owed at least $6.6
million in principal and about $593,000 in accrued and unpaid
interest on the Proterra loans.

C. Other Claims

The Debtor is also obligated to the Salt Lake County Treasurer's
Office and the Utah County Treasurer's Office for unpaid ad
valorem property taxes of $302,184 and $467,851.  Futhermore,
seven entities have asserted mechanic liens against the Debtor's
assets in a collective amount exceeding $1 million.

                  Master Development Agreement

On March 18, 2008, SunCrest was notified by the City of Drapre
that it was not in compliance under the terms of the Master
Development Agreement.  These alleged issues relate to the
defective construction of SunCrest Drive, other local roads within
the SunCrest project, and various other aspects of the
development.  SunCrest denies the City's allegations.

Other issues include SunCrest's difficulty in complying with the
geological ordinances passed by the City in 2003.  Since the
implementation of these ordinances, SunCrest has experienced
delays in the progress of the development as it has strived to
conform to the new geological constraints.  Some of the issues
remain unresolved.

SunCrest said it is currently working with the City and other
entities to remediate the problems contributing to the alleged MDA
defaults and other outstanding MDA issues.

                    Heil's Claim on The Club

SunCrest is currently in the process of constructing the Club
consisting of an 8,000 square foot building, outdoor pool, hot
tubs, fenced deck area, and fenced outdoor basketball court/ice
rink area.  The structure is 95% complete, landscaping is about
80% complete and the basketball court/ice rink is 15% complete.  
Currently, the general contractor for the Club, Heil Construction
Inc. is owed about $326,410 for work already performed on the
Club.  Heil has filed materialman's liens against the Club and
related property.

                         About SunCrest

Headquartered in Drapre, Utah, SunCrest, L.L.C. fka DAE/Westbrook
LLC -- http://www.suncrest.com-- develops master planned   
community located in the Traverse Ridge in Draper in both Salt
Lakd and Utah Counties.  At present, approximately 2,452 homes
sites remain  available out of 3,903 sites.  The company holds a
majority of the representative positioms with the SunCrest Home
Owners Association.  The company has spent at least $102 million
on land development in the aggregate, pursuant to court documents.

The Debtor filed chapter 11 protection on April 11, 2008 (Bankr.
D. Utah Case No. 08-22302) with Judge William T. Thurman
presiding.  John E. Mitchell, Esq., P. Beth Lloyd, Esq., and
William L. Wallander, Esq., at Vinson & Elkins L.L.P., represent
the Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection
against its creditors, it listed assets and debts between
$50 million to $100 million and debt.


SUPERIOR ESSEX: S&P Upgrades Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta-based Superior Essex Inc. to 'BB' from 'BB-',
following sustained operating trends and financial metrics that
are commensurate with the higher rating.  The outlook is stable.
     
At the same time, Standard & Poor's raised its issue-level rating
on Superior Essex's senior secured credit facility and senior
unsecured notes.  The issue-level rating on Superior Essex
Communications LLC and Essex Group Inc.'s $225 million senior
secured revolving credit facility was raised to 'BBB-' (two
notches above the corporate credit rating on the parent company,
Superior Essex Inc.) from 'BB+'.  The recovery rating remains
unchanged at '1', indicating the expectation for very high (90% to
100%) recovery in the event of a payment default.  S&P also raised
its issue-level rating on the $257 million 9% senior unsecured
notes to 'BB-' (one notch below the corporate credit rating) from
'B+'.  The recovery rating remains unchanged at '5', indicating
the expectation for modest (10% to 30%) recovery in the event of a
payment default.
     
"The ratings on Superior Essex reflect a low-margin business that
experiences fluctuating market demand," said Standard & Poor's
credit analyst David Tsui.  "This is offset somewhat by the
company's ability to pass through volatile raw material costs, as
well as its moderate financial leverage for the rating."
     
Superior Essex is the leading manufacturer and distributor of
magnet wire and related insulation and fabrication products used
principally for motors, transformers, and generators.


TERWIN MORTGAGE: Fitch Holds Low-B Ratings on Two 2003-6HE Certs.
-----------------------------------------------------------------
Fitch Ratings affirmed these Terwin Mortgage Trust mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are now removed.   
Affirmations total $44.5 million.

Terwin Mortgage Trust 2003-2HE

  -- $6.7 million class A at 'AAA';
  -- $8.8 million class M-1 at 'AA';
  -- $1.1 million class M-2 at 'A';
  -- $900,000 class B at 'BBB'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 6.24%
  -- Realized Losses to date (% of Original Balance): 1.45%

Terwin Mortgage Trust 2003-6HE

  -- $3.1 million class A-1 at 'AAA';
  -- $4.4 million class A-3 at 'AAA';
  -- $12.5 million class M-1 at 'AA';
  -- $5.1 million class M-2 at 'BBB+';
  -- $1.1 million class M-3 at 'BB';
  -- $900,000 class M-4 at 'B';
  -- $900,000 class M-5 remains at C/DR5'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 18.40%
  -- Realized Losses to date (% of Original Balance): 1.82%


THERMADYNE HOLDINGS: Earns $4 Million in Quarter Ended December 31
------------------------------------------------------------------
Thermadyne Holdings Corporation reported results for the three
months and twelve months ended Dec. 31, 2007.  

For the fourth quarter of 2007, net income was $4.6 million
compared to a net loss of $10.6 million.

For the fourth quarter of 2007, net income from continuing
operations was $6.4 million.  In comparison, for the fourth
quarter of 2006, net income from continuing operations was
$15.3 million including $13.3 million of curtailment gain and
related post retirement expense reductions.

Included in net income were losses from discontinued operations of
$1.8 million in the 2007 fourth quarter compared to losses of
$25.9 million in the 2006 fourth quarter.  

Net cash provided from operating activities totaled $23.0 million
increasing $17.9 million over 2006.

For 2007, net income was $8.7 million compared to a net loss of
$23.0 million for the year 2006.

For 2007, net income from continuing operations increased to $10.6
million from $2.5 million of net income from continuing operations
for the year 2006.  Included in net income were losses from
discontinued operations of $2.0 million for the year 2007 and lost
$25.5 million.

Net cash provided from operating activities totaled $23.0 million
increasing $38.5 million over 2006.

                  Liquidity and Capital Resources

In 2007, the company's net cash provided by continuing operations
was $4.8 million.  Net debt repayments were $21.7 million which
included $14 million in repayment of the second-lien facility.  
The funding for the second-lien facility repayments arose from the
proceeds of the sale of its South African discontinued operations.

The company has $36 million in outstanding indebtedness under its
second-lien facility.  The second-lien facility is secured by a
second lien on substantially all of the assets of the company's
domestic subsidiaries.  

On June 29, 2007, the company entered into amendment and waiver to
the second lien credit agreement between the company and Credit
Suisse, as administrative agent and collateral agent, and the
lenders party thereto to: (i) extend the maturity date to Nov. 7,
2010 and (ii) lower the interest rate from LIBOR plus 4.50% to
LIBOR plus 2.75%.  In connection with this amendment, the company
prepaid $14 million of the outstanding indebtedness, reducing the
second lien facility from $50 million to $36 million.  The
prepayment was funded through the proceeds of the sale of South
African assets.

The operating activities of its continuing operations provided
$23.0 million of cash during the year ended Dec. 31, 2007,
compared to cash used of $15.5 million during the year ended
Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $497.427 million, total liabilities of $375.343 million and
total shareholders' equity of $122.084 million.  

               About Thermadyne Holdings Corporation

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(OTC BB: THMD) - http://www.Thermadyne.com/-- manufactures and
markets cutting and welding products and accessories.

                          *     *     *

Thermadyne Holdings Corp. continues to carry Standard & Poor's
Ratings Services 'CCC+' corporate credit rating which was placed
on Aug. 15, 2007.  


TIAA REAL: S&P Confirms 'BB' Rating on $12 Mil. Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1, B-2, C-1, and C-2 notes issued by TIAA Real Estate CDO 2003-1
Ltd., an arbitrage collateralized debt obligation of asset-backed
securities transaction collateralized primarily by commercial
mortgage-backed securities and real estate investment trust debt
obligations, and removed them from CreditWatch with positive
implications.  

At the same time, S&P affirmed its ratings on the class A-1MM, D,
and E notes and the preferred equity tranche due to the level of
overcollateralization available to support the notes.
     
The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes since the
transaction closed in November 2003, including an improvement in
the overall credit quality of assets in the collateral pool.  
Since origination, the class A-1MM notes have paid down
approximately $57.548 million.    
  
        Rating Raised and Removed From CreditWatch Positive
   
                TIAA Real Estate CDO 2003-1 Ltd.

                     Rating
                     ------
           Class   To     From           Balance (million)
           -----   --     ----           -----------------
           B-1     AA+    AA/Watch Pos     $10.000
           B-2     AA+    AA/Watch Pos      $2.000
           C-1     A      A-/Watch Pos     $16.000
           C-2     A      A-/Watch Pos     $14.000
   
               Other Outstanding Ratings Affirmed
   
                TIAA Real Estate CDO 2003-1 Ltd.

           Class              Rating     Balance (million)
           -----              ------     -----------------
           A-1MM              AAA/A-1+         $164.452
           D                  BBB               $13.500
           E                  BB                $12.000
           Preferred equity   BB-               $10.500
    
                     Transaction Information

    Issuer:         TIAA Real Estate CDO 2003-1 Ltd.
    Co-issuer:      TIAA Real Estate CDO 2003-1 Corp. Collateral  
    Manager:        TIAA Advisory Services LLC
    Trustee:            LaSalle Bank N.A.
    Transaction type:   CDO of ABS
     
                          Asset Exposure*

            CMBS             $152,611,750     62.37%
            REITS             $89,505,000
36.58%                          
            CDO                $2,553,250      1.04%

            * Based on the March 26, 2008, trustee report.
    

TRANSMERIDIAN EXPLORATION: UHY LLP Raises Substantial Doubt
-----------------------------------------------------------
UHY LLP in Houston raised substantial doubt about Transmeridian
Exploration Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's negative working capital, stockholders' deficit, and
operating losses since its inception.

Transmeridian's management said that its current liabilities
include approximately $17.8 million in returns obligations
incurred in connection with the issuance of its 20% Junior
Redeemable Convertible Preferred Stock.  

However, the returns are not payable until the earlier of:

   (i) the occurrence of a change of control of the company
       (as defined in the certificate of designations, as
       amended, governing the Junior Preferred Stock) or

  (ii) June 18, 2008.

Provided, however, that if the returns become due and payable on
June 18, 2008, in the absence of a change of control transaction,
Transmeridian may elect to satisfy its payment obligations by
delivery of shares of its common stock valued at 97% of the common
stock's market value at such time.

Additionally, there is approximately $5.2 million in preferred
stock dividends that can be satisfied by the issuance of
additional preferred shares or common shares subject to certain
restrictions.

                  Definitive Agreement With TMI

Transmeridian announced on Dec. 31, 2007, that it entered into a
definitive agreement to be acquired by Trans Meridian
International, Inc., a company formed by its Chairman and CEO
Lorrie T. Oliver.

Pursuant to the agreement, TMI will commence a tender offer to
purchase all of Transmeridian's outstanding shares of common stock
for $3.00 per share in cash.  

The transaction is subject to satisfaction of various conditions
precedent.  As a result, no prediction can be made as to the
timing of the commencement or completion of a tender offer.  There
can be no assurance that the transaction will be completed.  

As TMI has not met the financing condition in the definitive
agreement within the prescribed time period, which Transmeridian
extended from Jan. 31, 2008, to Feb. 15, 2008, Transmeridian may
terminate the agreement at any time until the condition is
satisfied.  

Transmeridian's board of directors requested certain detailed
information regarding TMI's financing be provided by March 21,
2008, and, if Transmeridian's board is not satisfied with such
information, then it intends to terminate the agreement if the
financing condition is not satisfied by March 31, 2008.  To date,
Transmeridian's board is not satisfied with the information that
has been provided.

                            Financials

For the year ended Dec. 31, 2007, the company posted a $57,748,000
net loss on $34,024,000 of revenues from oil sales compared with a
$53,247,000 net loss on $24,672,000 of revenues from oil sales in
the prior year period ended Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $406,276,000
in total assets, $335,058,000 in total liabilities, $42,076,000 in
senior redeemable convertible preferred stock, and $43,961,000 in
junior redeemable convertible preferred stock, resulting in a
$14,819,000 stockholders' deficit.

The company had $25,997,000 in total stockholders' equity at
Dec. 31, 2006.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $6,685,000 in total assets available to pay
$57,498,000 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased more
than 80% to $166,167,000 from $92,047,000 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b45

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company that  
acquires, develops and produces oil and natural gas.  The
company's activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The company currently has
projects in Kazakhstan and southern Russia.  Its primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan, covered by License 1557 and the related exploration
and production contracts.  The company conducts its operations in
Kazakhstan through its wholly owned subsidiary, JSC Caspi Neft
TME, a joint stock company organized under the laws of Kazakhstan.  
The company has a 100% interest in both Caspi Neft and the Field.


TRIBUNE CO: Gets $580 Million Counter Bid from Mortimer Zuckerman
-----------------------------------------------------------------
Tribune Company received a $580 million competing bid for Newsday
from Mortimer Zuckerman, owner of the New York Daily News, Merissa
Marr and Matthew Karnitschnig of Wall Streer Journal report.

Various reports say that Mr. Zuckerman's bid measures up with what
News Corp. offered to pay.  Mr. Zuckerman is expected to convince
the Tribune Company officials that his bid is more attractive
because it can be completed faster and will not encounter
regulatory barriers, The New York Times relates.

Previously, News Corp. chairman Rupert Murdoch and Sam Zell, who
took effective control of Tribune in December 2007, entered into
an informal agreement pursuant to the acquisition of Newsday for
approximately $580 million, various reports say.  Reports relate
that under the terms of the agreement, Newsday would be part of a
joint venture with the New York Post and various non-newspaper
assets owned by News Corp., leaving Tribune to retain a less than
5% stake.

NYT states that Mr. Murdoch's bid for Newsday will draw critical
attention from Federal Communications Commission under its new
media ownership rule.  He is currently in the process of seeking
waivers to continue to control two newspapers: The Wall Street
Journal and The Post; and two television stations: WNYW and WWOR,
NYT notes.

According to WSJ, the sale is part of Mr. Zell's efforts to lessen
Tribune's debt load, which expanded after the company was taken
private in an $8.2 billion buyout.  

Tribune has also been in negotiations about selling other assets
including the Chicago Cubs and its stake in the Food Network
channel, WSJ notes.

                     About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating          
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TULLY'S COFFEE: Dec. 30 Balance Sheet Upside-Down by $10.3 Million
------------------------------------------------------------------
Tully's Coffee Corp.'s consolidated balance sheet at Dec. 30,
2007, showed $19.3 million in total assets, and $29.6 million in
total liabilities, resulting in a $10.3 million total
stockholders' deficit.

At Dec. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $11.7 million in total current
assets available to pay $27.8 million in total current
liabilities.

Tully's Coffee Corp. reported a net loss of $2.4 million on net
sales of $19.6 million for the third quarter ended ended Dec. 30,  
2007, compared with a net loss of $2.8 million on net sales of
$16.0 million for the same period ended Dec. 31, 2006.

Total cost of goods sold and operating expenses increased to
$21.4 million from $18.7 million during the third quarter of
fiscal 2007.

Interest expense increased $503,000 to $594,000 as compared to
$91,000 for the third quarter of fiscal 2007, primarily as the
result of interest expense associated with the promissory note
issued to Benaroya Capital.

                 Liquidity and Capital Resources

As of Dec. 30, 2007, the company had cash and cash equivalents of
$1.1 million.  Because the company principally operates as a "cash
retail business," it generally does not require a significant net
investment in working capital and historically has operated with
current liabilities in excess of its current assets.

Exclusive of the borrowings, aggregating $10.6 million as of
Dec. 30, 2007, under the company's Northrim credit line and the
Benaroya credit facility, both of which are also classified as
current liabilities at Dec. 30, 2007, the company had current
liabilities of $17.2 million as compared to current assets of
$11.7 million at Dec. 30, 2007.

In recent years, Tully's has met its needs for investment and
operating capital primarily through short term borrowings, the
proceeds from the sale of its Japanese intellectual property
rights in August 2005, and the proceeds from its limited
partnership agreement that established a new joint venture called
TCAP in January, 2008.

                          *     *     *

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2007, are available for
free at http://researcharchives.com/t/s?2b34

                       About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler   
of fully handcrafted roasted, gourmet coffees.  


TYSON FOODS: Posts $5 Million Net Loss in Quarter ended March 29
----------------------------------------------------------------
Tyson Foods Inc. reported net loss of $5 million in second quarter
ended March 29, 2008, compared to net income of $68 million for
the same period last year.

The company's loss was affected by the increasing feed costs that
continued to haunt the company, The Wall Street Journal reports.

WSJ relates that the company has no plans to trim down poultry
production as the demand for chicken products are high.  That is
contrary to what its major rival, Pilgrim's Pride Corp., stated
that it plans to cut weekly chicken processing by 5% to offset
rising grain costs, WSJ says.

Second quarter 2008 sales were $6.6 billion compared to
$6.5 billion for the same period last year.  Operating income for
the second quarter of fiscal 2008 was $44 million compared to
$158 million in 2007.  In the second quarter of fiscal 2008, the
company recorded $47 million of charges related to plant closings
and asset impairments.

For six months ended March 29, 2008, the company has net income of
$29 million compared to net income of $125 million, for the same
period last year.

Sales for the six months of fiscal 2008 were $13.4 billion
compared to $13.1 billion for the same period last year.  
Operating income for the six months of fiscal 2008 was
$128 million compared to $303 million in 2007.  In the six months
of fiscal 2008, the company recorded an $18 million non-operating
gain on the sale of an investment.  Additionally, it recorded
$53 million of charges related to plant closings, asset
impairments and severance.

"Our second quarter results show the strength of a diversified
protein business model," Richard L. Bond, president and chief
executive officer of Tyson Foods, said.  "We continue to believe
the second fiscal quarter should be our most challenging, and we
are pleased with our results.

"Our Pork segment did very well, delivering its best January-March
quarter ever," Mr. Bond said. "Our Beef segment improved
$74 million over the first quarter of this fiscal year, or
approximately $100 million excluding plant closing and asset
impairment charges.  The Chicken segment suffered losses due to
significantly higher and volatile input costs.  Our chicken and
pork exports continue to be strong, and we are moving forward with
our strategy for international expansion."

"Looking forward to the third quarter, the Beef segment should
continue its improvement due to the start of grilling season and
the encouraging news South Korea will resume imports of U.S. beef
next month," Mr. Bond said.  "The Pork segment should do well
again, although not as well as the second quarter."  

"In the Chicken segment, we anticipate an additional $100 million
of increased grain costs over the second quarter, offset in part
by operational improvements, pricing and risk management
activities," Mr. Bond added.  "For the year, corn and soybean meal
increases are likely to approach $600 million.  Including other
inputs such as cooking oil, breading and other feed ingredients,
the increase in costs for the fiscal year may approach $1 billion
compared to fiscal 2007."

At March 29, 2008, the company's balance sheet showed total assets
of $10.367 billion, total liabilities of $5.613 billion and total
shareholders' equity $4.754 billion.

Shares of Tyson were up nine cents to $18.24 in 4 p.m. New York
Stock Exchange composite trading, WSJ says.

                      About Tyson Foods Inc.

Headquartered in Springdale, Arkansas, Tyson Foods Inc. (NYSE:TSN)
-- http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork.  The company makes a wide variety of
protein-based and prepared food products at its 123 processing
plants.  Tyson has approximately 114,000 Team Members employed at
more than 300 facilities and offices in 26 states and 80
countries.

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The
company also has a beef complex in Canada, and is involved in a
vertically integrated beef operation in Argentina.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2008,
Moody's Investors Service confirmed Tyson Foods, Inc.'s corporate
family rating and probability of default rating at Ba1.  Moody's
said the rating outlook remains negative.


UBS MORTGAGE: Fitch Takes Rating Actions on Various Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on seven UBS Mortgage
Asset Securitization Transaction Asset Backed Securities Trust
mortgage pass-through certificates.  Affirmations total
$456 million and downgrades total $36 million.  Additionally,
$1.9 million was removed from Rating Watch.

MASTR Asset Backed Securities Trust 2003-OPT2

  -- $4.1 million class M-1 affirmed at 'AAA';
  -- $23.2 million class M-2 affirmed at 'AA-';
  -- $13.3 million class M-3 affirmed at 'A-';
  -- $6.6 million class M-4 affirmed at 'BBB';
  -- $6.6 million class M-5 downgraded to 'CC/DR3' from 'BB'.

Deal Summary

  -- Originators: Option One
  -- 60+ day Delinquency: 20.00%
  -- Realized Losses to date (% of Original Balance): 1.03%

MASTR Asset Backed Securities Trust 2003-WMC2

  -- $37.0 million class M-1 affirmed at 'AA+';
  -- $19.4 million class M-2 affirmed at 'A';
  -- $1.5 million class M-3 affirmed at 'A-';
  -- $1.8 million class M-4 downgraded to 'BBB' from 'BBB+';
  -- $2.0 million class M-5 downgraded to 'B' from 'BB';
  -- $2.3 million class M-6 downgraded to 'C/DR5' from 'B-/DR1'.

Deal Summary

  -- Originators: WMC
  -- 60+ day Delinquency: 19.22%
  -- Realized Losses to date (% of Original Balance): 1.39%

MASTR Asset Backed Securities Trust 2004-FRE1

  -- $4.1 million class M-3 affirmed at 'AAA';
  -- $10.2 million class M-4 affirmed at 'AA-';
  -- $8.9 million class M-5 affirmed at 'A+';
  -- $8.9 million class M-6 affirmed at 'A';
  -- $7.6 million class M-7 affirmed at 'A-';
  -- $6.4 million class M-8 affirmed at 'BBB';
  -- $2.2 million class M-9 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 21.50%
  -- Realized Losses to date (% of Original Balance): 1.44%

MASTR Asset Backed Securities Trust 2004-HE1

  -- $19.3 million class A-1 affirmed at 'AAA';
  -- $19.3 million class A-4 affirmed at 'AAA';
  -- $30.7 million class M-1 affirmed at 'AAA';
  -- $9.4 million class M-2 affirmed at 'AAA';
  -- $6.7 million class M-3 affirmed at 'AA+';
  -- $6.3 million class M-4 affirmed at 'AA+';
  -- $6.0 million class M-5 affirmed at 'AA';
  -- $6.0 million class M-6 affirmed at 'AA-';
  -- $5.7 million class M-7 downgraded to 'A-' from 'A+';
  -- $4.2 million class M-8 downgraded to 'BBB' from 'A';
  -- $2.4 million class M-9 downgraded to 'BB+' from 'BBB+';
  -- $2.1 million class M-10 downgraded to 'BB' from 'BBB';
  -- $0.8 million class M-11 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: New Century (41%), Accredited (23.5%)
  -- 60+ day Delinquency: 14.50%
  -- Realized Losses to date (% of Original Balance): 0.82%

MASTR Asset Backed Securities Trust 2004-OPT1

  -- $42.2 million class M-1 affirmed at 'AAA';
  -- $34.3 million class M-2 affirmed at 'A';
  -- $6.8 million class M-3 affirmed at 'A-';
  -- $2.3 million class M-4 affirmed at 'BBB+';
  -- $2.4 million class M-5 affirmed at 'BBB';
  -- $1.9 million class M-6 affirmed at 'BB';
  -- $1.8 million class M-7 affirmed at 'CCC/DR2'.

Deal Summary

  -- Originators: Option One
  -- 60+ day Delinquency: 16.07%
  -- Realized Losses to date (% of Original Balance): 1.27%

MASTR Asset Backed Securities Trust 2004-WMC1

  -- $47.1 million class M-1 affirmed at 'AA';
  -- $7.6 million class M-2 affirmed at 'A';
  -- $2.6 million class M-3 affirmed at 'A-';
  -- $2.4 million class M-4 affirmed at 'BB';
  -- $1.8 million class M-5 affirmed at 'B'.

Deal Summary

  -- Originators: WMC
  -- 60+ day Delinquency: 16.45%
  -- Realized Losses to date (% of Original Balance): 1.32%

MASTR Asset Backed Securities Trust 2004-WMC2

  -- $32.5 million class M-1 affirmed at 'AA';

  -- $15.2 million class M-2 affirmed at 'A';

  -- $2.2 million class M-3 downgraded to 'BBB+' from 'A-';

  -- $1.6 million class M-4 downgraded to 'BB+' from 'BBB+';

  -- $1.9 million class M-5 downgraded to 'B' from 'BBB', removed
     from Rating Watch Negative.

Deal Summary

  -- Originators: WMC
  -- 60+ day Delinquency: 18.98%
  -- Realized Losses to date (% of Original Balance): 1.29%


US AIRWAYS: Sets Executive Incentive Plan Targets for 2008
----------------------------------------------------------
Janet Dhillon, senior vice president and general counsel of US
Airways, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission, the company's incentive
compensation plan targets for 2008.

According to Ms. Dhillon, executives and other key management
employees of US Airways Group, Inc., and its subsidiaries, are
eligible to participate in an annual incentive program
administered under US Airways' Incentive Compensation Plan.

On March 31 of each year, the company's Compensation and Human
Resources Committee of the Board of Directors, must establish
performance targets that will be used to determine incentive
awards for the year.  

The Committee also establishes target incentive award amounts as
a percentage of base salary for each participant.  If the
performance targets are met at the maximum level, the Committee
may approve payouts at 200% of the target award amounts, Ms.
Dhillon states.

The Committee may also adjust each individual's payment amount in
its discretion based on individual performance.  However, any  
adjustment may not result in an individual's payment exceeding
200% of the target award.

After Committee approval, the incentive awards are paid as lump-
sum cash distributions as soon as practicable after the end of
the plan year.   

According to Ms. Dhillon, US Airways' "named executive officers,"
which currently consist of W. Douglas Parker, J. Scott Kirby,
Derek J. Kerr, Elise R. Eberwein and C.A. Howlett, are eligible
to participate in the Incentive Compensation Plan.  US Airways'
chief operating officer Robert Isom, who became an officer of the
company in September 2007, also participates in the program, as
do other executives of the company.

In addition, the Compensation Committee of the BOD established on
March 28, 2008:

   (1) corporate financial performance targets based on
       designated minimum levels of pre-tax income for fiscal
       year 2008;

   (2) operational performance targets based on (a) a peer-group
       comparison of on-time flight performance and (b) baggage
       handling improvements from 2007; and

   (3) bonus pool amounts, based on the extent to which the
       corporate financial performance targets and the
       operational performance targets are met, for determining
       the total amount to be allocated among participants under
       the Incentive Compensation Plan for 2008.

The Committee established 2008 target incentive awards as 100% of
base salary for the Chief Executive Officer, 80% of base salary
for the President, 80% of base salary for the Executive Vice
Presidents and 60% of base salary for the Senior Vice Presidents.

If one or more of the performance targets are met, the Committee
will determine an incentive award amount for each individual
based on the individual's target incentive award amount, the
level of achievement of the performance targets, the total bonus
pool amount available and individual performance.

The awards are weighted 50% to the corporate financial
performance targets and 50% to the operational performance
targets.  The operational performance targets are weighted 67% to
peer-group on-time flight performance and 33% to baggage handling
improvements from 2007.  If the corporate financial performance
targets are not met, the potential award automatically will be
reduced by 50%.

If the peer-group on-time flight performance is not met, the
potential award amount automatically will be reduced by 33.5%.  
If the baggage handling improvements from 2007 are not met, the
potential award amount automatically will be reduced by 16.5%.  
If the corporate financial performance targets and both of the
operational performance targets are not met, then no awards will
be paid.

In no event will the aggregate amount of awards paid out to the
participants exceed the established bonus pool.  

The Committee has also reserved the right to decrease the awards
or to make no payment of an award in its discretion, regardless
of the attainment of the corporate financial targets.

                 2008 Long Term Incentive Program

The Compensation Committee of the BOD also established the 2008
Long Term Incentive Program, which sets forth the terms and
conditions for performance cash awards to be paid to US Airways'
officers, including the executive officers, under the US Airways
Group, Inc. 2005 Equity Incentive Plan.  

The awards under the program are calculated based on their total
stockholder return over a three-year performance cycle beginning
January 1, 2008 and ending December 31, 2010, relative to the
TSRs of a pre-defined competitive peer group for the period.  
Cash awards would be paid out as a percentage of base salary
based on the relative TSR rank, provided that a threshold level
is reached.

For determining the cash awards under the program, the
Compensation Committee of the BOD adopted a peer group consisting
of: AirTran Holdings, Inc., Alaska Air Group, Inc., AMR
Corporation -- the parent company of American Airlines,
Continental Airlines, Inc., Delta Air Lines, Inc., Frontier
Airlines Holdings, Inc., Hawaiian Holdings, Inc., -- the parent
company of Hawaiian Airlines, JetBlue Airways Corporation,
Northwest Airlines Corporation, Southwest Airlines Co. and UAL
Corporation -- the parent company of United Air Lines.

In addition, the Compensation Committee of the BOD approved the
award pay-out schedule for the 2008-2010 performance cycle:

   Company TSR
   Relative
   Rank            Payout as a % of Base Salary
   -----------  -----------------------------------
                SVP     EVP      President  CEO
   1-2 of 12    140%    175%     200%       200%      (Maximum)
   3 of 12      122.5%  156.25%  178.75%    181.25%
   4 of 12      105%    137.5%   157.50%    162.50%
   5 of 12       87.5%  118.75%  136.25%    143.75%
   6 of 12       70%    100%     115%       125%      (Target)
   7 of 12       50%     71.5%    82%        89.50%
   8 of 12       30%     43%      49%        54%      (Threshold)
   9-12 of 12     0%      0%       0%         0%

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.


US AIRWAYS: Reaches Tentative Three-Year Agreement with IAM
-----------------------------------------------------------
US Airways Group Inc. and the International Association of
Machinists and Aerospace Workers (IAM) District 142 announced a
tentative agreement on a single contract for the airline's 40
maintenance training instructors.  Also, US Airways and IAM
District 141 announced they have reached a tentative agreement on
a single contract for the airline's 7,700 ramp and baggage
handling employees.

                 Tentative Agreement for Trainors

The tentative three-year agreement for training instructors, which
is subject to ratification, establishes new wages and other
improvements.  It would become amendable on Dec. 31, 2011.  The
IAM is releasing details of the agreement, and a ratification vote
schedule has not yet been set.

"An important goal for our airline is to move all represented
employees to single labor contracts, and we are extremely pleased
that we have completed this third agreement with the IAM.  We
appreciate the work of the IAM negotiators, and our company
negotiating committee led by VP-Labor Relations Al Hemenway, in
achieving this tentative agreement," said Doug Parker, Chairman
and CEO of US Airways.

             Tentative Agreement for Baggage Handlers

The tentative agreement for ramp and baggage handlers, which is
subject to ratification, establishes new wages and makes other
improvements for the airline's baggage handlers and ramp
personnel.

The IAM is releasing details of the agreement April 11.  A
ratification vote schedule has not yet been set.  The new
agreement becomes amendable on Dec. 31, 2011.

"[The] announcement moves us even closer to our goal of bringing
all of our represented work groups to single labor agreements, and
we appreciate the hard work of our company and union negotiators
to achieve this tentative agreement," said Mr. Parker.

Vice President, Labor Relations Mr. Hemenway added, "We are
extremely pleased to have reached a mutually beneficial tentative
agreement that recognizes the contributions and efforts of our
fleet service employees."

The IAM also represents US Airways' maintenance and related
employees, and just yesterday announced that mechanics in IAM
District 142 had ratified a new agreement that expires at the end
of 2011.  US Airways has reached prior unified agreements with
the CWA/IBT, which represents the airline's reservations agents
and passenger service employees; and with the Transport Workers
Union (TWU), representing flight dispatchers, instructors and
engineers.

              US Airways and Mechanics Ratify Contract

US Airways mechanics represented by IAM District 142 ratified a
three-year agreement that moves all US Airways' maintenance-and-
related employees to one labor contract.  The new agreement
provides annual wage increases, job security and new pension
benefits for all members, and becomes amendable on Dec. 31, 2011.

The IAM mechanics' agreement, covering approximately 3,300
maintenance-and-related employees (800 West and 2,500 East), is
the latest unified contract achieved at the new US Airways since
its merger with America West in 2005.

Mr. Parker said, "We're extremely pleased that our employees have
endorsed this new agreement.  I applaud the IAM leadership, led by
District 142 president and directing general chairman Tom
Higginbotham, and our own team, led by Vice President, Labor
Relations, Al Hemenway, for their efforts to reach an agreement
that is fair and recognizes the contributions of our maintenance
team."

                         IAM's Statement

IAM announced the ratification of a collective bargaining
agreement covering 3,300 Mechanic & Related employees at US
Airways.

"District Lodge 142 and the Negotiating Committee performed an
excellent job under the most difficult of circumstances," said
IAM General Vice President Robert Roach, Jr.  "I thank the
membership for their full support.  Without them, this agreement
would not have been possible."

The agreement, which will be effective through Dec. 31, 2011, was
ratified by 65 percent of the voting membership.

"Our members approved an agreement that provides higher wages, a
sound pension and enhanced job security," said Mr. Higginbotham.  
"This agreement allows all US Airways Mechanic & Related employees
to work under a single agreement for the first time since the
America West merger."

Highlights of the agreement include base wage and license premium
increases, improved overtime rates, new shift premiums and
participation in the IAM National Pension Plan, a secure multi-
employer pension plan.

The Machinists Union is the largest Airline and Rail Union in
North America, representing more than 170,000 Flight Attendants,
Customer Service Agents, Reservation Agents, Ramp Service
Personnel, Mechanics, Railroad Machinists and related
transportation industry workers.

Additional information about the Machinists Union is available at
http://www.goiam.org/transportation/

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.


US AIRWAYS: Trafelet and Wellington Disclose Stake Ownerships
-------------------------------------------------------------
Trafelet Capital Management, L.P. and Wellington Management
Company, LLP disclosed stake ownership in US Airways Group Inc.

A. Trafelet Capital Management, L.P.

Trafelet Capital Management, L.P., in a regulatory filing with
the U.S. Securities and Exchange Commission dated February 14,
2008, disclosed it beneficially owns zero shares of US Airways
Group, Inc.'s common stock, as of Dec. 31, 2007.

The SEC required Trafelet Capital to disclose information on
stock ownership by virtue of having been assigned an investment
management agreement from its affiliate, Trafelet & Company, LLC.

As previously reported, Trafelet & Company held (i) a 5.9% equity
stake as of December 31, 2006, and (ii) a 5.5% equity stake as of
July 5, 2006, in US Airways Group.

B. Welling