TCR_Public/080505.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 5, 2008, Vol. 12, No. 106

                             Headlines

ACACIA AUTOMOTIVE: Killman Murrell Expresses Going Concern Doubt
ACAS CRE: Moody's Retains Low-B Ratings on Three Classes of Notes
ACE HARDWARE: Moody's Designates 'Ba3' Corporate Family Rating
ACE SECURITIES: Fitch Cuts Ratings to BB- on Five Cert. Classes
AES CORP: Unit Gets Fitch 'B-' Foreign Currency ID Rating

AIRBORNE HEALTH: Moody's Junks Ratings on Continuing Legal Issues
ALASKA AIR: Weakening Fin'l Profile Cues S&P to Cut Ratings to B+
AMERICAN HOME: Court Denies Wells Fargo's Motion to Lift Stay
AMERICAN HOME: Kohl, et al. Want Stay Lifted; Class Action Settled
AMERICAN HOME: BoNY, et al. Seek to Foreclose on Properties

AMERICAN HOME: Court Approves Stipulation with Calyon New York
AMERICAN IRONHORSE: Court Chooses Dealer as Stalking-Horse Bidder
AMERIQUEST MORTGAGE: Fitch Cuts Ratings on $399.9MM Certificates
AMPEX CORPORATION: Shareholder Wants Equity Committee Appointed
ARGENT SECURITIES: Fitch Lowers Ratings on $83.1MM Certificates

ASARCO LLC: Wants to Employ Additional Consulting Experts
ASARCO LLC: Wants to Pay Lehman $1 Million at the End of Case
ASIA GLOBAL: Zhong Yi Raises Going Concern Doubt Over Losses
BAG 'N BAGGAGE: Case Summary & 21 Largest Unsecured Creditors
BI-LO LLC: No Rated Debt Outstanding; Moody's Withdraws Ratings

BISHOP BYRNE: Case Summary & Three Largest Unsecured Creditors
BLOUNT INT'L: March 31 Balance Sheet Upside-Down by $43.8 Million
BLUE BELL: Moody's Reviews 'Caa1' Rating on $18.75 Mil. Notes
C-BASS CBO: Fitch Junks Ratings on Four Note Classes
C-BASS CBO: Continued Credit Decline Cues Fitch to Junk Ratings

CATHOLIC CHURCH: Judge Jackwig Confirms Davenport's Plan
CBA COMMERCIAL: Asset Liquidation Cues S&P to Put Default Rating
CENTRAL GARDEN: Board Director Bruce Westphal Retires
CERULLO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
CHARMING SHOPPES: Demanded Documents from Investors, Post Says

CHEYNE HIGH: Moody's Downgrades Ratings on Four Classes of Notes
CHILDREN'S TRUST: Fitch Puts 'BB' Rating on $56,875,888 Bonds
CHRYSLER LLC: Seeks to Sell Two Michigan Axle Plants for $400 Mil.
CIMARRON CDO: Moody's Reviews Low-B Ratings on Two Note Classes
CINCINNATI BELL: Earns $12.9 Million in First Qtr. Ended March 31

CKRUSH INC: Rosenberg Rich Expresses Going Concern Doubt
COMM 2005-C6: S&P Downgrades Ratings on 10 Certificate Classes
COMM 2005-LP5: Credit Support Erosion Cues S&P's Rating Downgrades
COMSTOCK RESOURCES: S&P Affirms 'B+' Rating on Bois-Stone Deal
CONEXANT SYSTEMS: Terminates Daniel Artusi as President & CEO

CONEXANT SYSTEMS: Names D. Scott Mercer as Chief Executive officer
CONSTAR INT'L: Customer Losses Spur Houston Facility Closure
COUNTRYWIDE FINANCIAL: To Testify Before Senate on Bankr. Abuses
COUNTRYWIDE FINANCIAL: Unveils Funding with BofA for Homeowners
CRYSTAL RIVER: Moody's Confirms Ratings of Nine Classes of Notes

DAN RIVER: Organizational Meeting to Form Committees on May 6
DIAGNOSTIC IMAGING: S&P Upgrades Corporate Credit Rating to 'B+'
DRAKE MANAGEMENT: To Liquidate $2.5 Billion Investment Fund
DUKE FUNDING: Poor Credit Quality Prompts Moody's Rating Cuts
DUKE FUNDING: Moody's Junks Ratings on $78 Mil. Notes From 'Ba1'

EDUCATION RESOURCES: Trustee Appoints Five-Member Creditors Panel
ELEPHANT TALK: Kabani & Co Expresses Going Concern Doubt
ENHANCED MORTGAGE: Fitch Cuts Rating on $6MM Notes to CCC from BBB
ENHANCED MORTGAGE: Fitch Junks Rating on $6MM Class A-4 Notes
EQUAL-CHLOR LLC: Can Access Prudent Insurance's $10 Mil. Facility

EXCELLO ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
FEDDERS CORP: Wants to Sell Air Quality Biz for $25 Million
FORD MOTOR: To Offer Buyouts to 1,300 Chicago & Louisville Workers
FOX TROT: Three Classes of Notes Acquire Moody's Junk Ratings
GENERAL MOTORS: Total April 2008 Sales Decrease 16 Percent

GLOBAL ENVIRONMENTAL: Files Amended Fiscal Year 2006 Financials
GOLDMAN SACHS: Fitch Chips Ratings on $195.2MM Certificates
HEALTHSOUTH CORP: Buying Rehabilitation Hospital of South Jersey
HERCULES OFFSHORE: S&P Holds 'BB' Rating on $1.15 Bil. Facilities
HOME INTERIORS: Wants To Access NexBank's Cash Collateral

HOME INTERIORS: Files Disclosure Statement and Chapter 11 Plan
IKON OFFICE: Moody's Maintains Corporate Family Rating at 'Ba2'
INDEVUS PHARMA: March 31 Balance Sheet Upside-Down by $101 Million
INTERPUBLIC GROUP: Affiliate Pays $12MM as Settlement with SEC
ISCO INT'L: Posts $2.8 Million Net Loss in 1st Qtr. Ended March 31

JONES APPAREL: Net Income Drops to $19MM in Quarter ended April 5
JONES APPAREL: S&P Places 'BB+' Corp. Credit Under Negative Watch
JOURNAL REGISTER: Wants to Cease SEC Listing, Suspend Fin'l Filing
KENTUCKY ECONOMIC: S&P Holds 'BB-' Rating; Revises Outlook to Neg.
KIMBALL HILL: Bankruptcy Filing Sparks Repayment Obligations

KIMBALL HILL: Court Okays Use of Lenders' Cash Collateral
KIMBALL HILL: Gets Interim Court Nod to Obtain Intercompany Loan
KIMBALL HILL: Can Employ Kurtzman Carson as Claims Agent
LEGENDS GAMING: S&P Withdraws Ratings After Bankruptcy Filing
LIFE SCIENCES: March 31 Balance Sheet Upside-Down by $21.8 Million

LINEN 'N THINGS: Files for Chapter 11 Protection in Delaware
LINEN 'N THINGS: Case Summary & 30 Largest Unsecured Creditors
LINEN 'N THINGS: List of 120 Underperforming Stores to be Closed
LINEN 'N THINGS: Organizational Meeting Scheduled for May 9
LIQUIDMETAL TECH: Choi Kim & Park Expresses Going Concern Doubt

LOS ROBLES: Eroding Credit Quality Cues Moody's Rating Downgrades
MACKLOWE PROPERTIES: Topland Group Eyes Manhattan Properties
MORGAN STANLEY: S&P Downgrades Ratings on Four Classes of Certs.
MORGAN STANLEY: Fitch Cuts Rating on $64.9MM Certificates to BB+
NEW CENTURY: Committee Calls For Investigation Over Disputes

NEW CENTURY: Plan Confirmation Hearing Slated for May 7
NORTEL NETWORKS: Net Loss Widens to $138MM in 2008 First Quarter
PARK PLACE: Fitch Downgrades Ratings on 37 Certificate Classes
PARMALAT SPA: Settles Securities Class Action for $40,000,000
PHILADELPHIA AUTHORITY: S&P Removes Watch on Renegotiation Success

PLASTECH ENGINEERED: Inks MOU with GM for Exit Financing
PLASTECH ENGINEERED: Court Okays $87 Mil. Loan from Key Customers
PULTE HOMES: Charge-Driven Loss Prompts S&P to Cut Rating to BB
QSGI INC: Losses and Default Cue RubinBrown's Going Concern Doubt
QUEBECOR WORLD: Names Randy Benson as Chief Restructuring Officer

QUEST TRUST: Fitch Cuts Ratings on Two Certificate Classes to B
RADIAN GROUP: Amends Credit Agreement; Extends Waiver Until May 15
REGAL ENTERTAINMENT: Closes $210MM Buyout of Consolidates Theatres
RESIDENTIAL ASSET: Fitch Takes Rating Actions on Various Classes
RESIDENTIAL ASSET: Fitch Chips Ratings on $405.3MM Certificates

REVLON INC: March 31 Balance Sheet Upside-Down by $1.1 Billion
ROBECO HIGH: Collateral Deterioration Cues Fitch to Chip Ratings
RYLAND GROUP: Stockholders Approve Executive Incentive Plans
RYLAND GROUP: S&P Chips Rating to BB+ on Weak Housing Expectations
SCOTTISH RE: S&P Retains 'B' Credit Rating Under Negative Watch

SEMOTUS SOLUTIONS: Amex Delists Common Stock Effective May 12
SIRVA INC: Court Extends Receivables Sale Agreement Expiry Date
SPRINT NEXTEL: May Consider Deutsche Telekom's Takeover Proposal
ST. JOHN: S&P Holds 'B+' Rating and Revises Outlook to Stable
STONE ENERGY: Inks Merger Deal With Boise d'Arc for $1.8 Billion

STONE ENERGY: Moody's Keeps 'B3' Ratings on Bois d'Arc Acquisition
STONE ENERGY: Bois d'Arc Deal Cues S&P to Hold 'B+' Credit Rating
STURGIS IRON: Court OKs Bidding Procedures for Sale of All Assets
SUN MICROSYSTEMS: Eliminates 2,500 Jobs to Save $220MM in Costs
TERWIN MORTGAGE: Moody's Downgrades Ratings on Seven Certificates

TERWIN MORTGAGE: S&P Downgrades Ratings on Three Classes of Certs.
TOUSA INC: Seeks to Modify Sale Order to Facilitate Funding
TOUSA INC: Creditors Panel Wants to Retain JH Cohn as Accountant
TOUSA INC: Committee Seeks to Tap Robert Charles as Advisor
TOUSA INC: Oakmont Wants Stay Lifted to Terminate Purchase Deal

TRAVELPORT HOLDINGS: S&P Revises Outlook to Neg. on Weak Financial
UBS MORTGAGE: Fitch Chips Ratings to 'BB' on Four Cert. Classes
UNIQUE DEPENDABLE: Case Summary & 60 Largest Unsecured Creditors
UTAH 7000: Credit Suisse Balks at $50MM Loan from Pivotal Finance
VERTIS INC: Moody's Changed Probability of Default Rating to Ca/LD

VISTEON CORP: March 31 Balance Sheet Upside-Down by $136 Million
WASHINGTON MUTUAL: Fitch Holds Ratings on 30 Classes of Securities
WILBURGENE: Case Summary & 10 Largest Unsecured Creditors
WORLDGATE COMMS: Marcum & Kliegman Expresses Going Concern Doubt
ZIFF DAVIS: Wants to Sign New Contracts with CRO & Former CEO

ZIFF DAVIS: Wants to Assume FileFront Purchase Agreement
ZIFF DAVIS: Committee Wants to Retain Perella as Advisor
ZIFF DAVIS: Committee Allowed to Retain Special Conflicts Counsel
Z TRIM HOLDINGS: Blackman Kallick Expresses Going Concern Doubt

* Fitch Says REITs Turns to Bank Term Loan as Refinancing Vehicle
* Moody's Says Outlook for Automotive Parts Suppliers is Negative
* Moody's Maintains Negative Outlook on Homebuilding Industry
* S&P Lowers Ratings on 184 Classes of US RMBS from 52 Transaction
* S&P Downgrades Ratings on 272 Classes From 56 RMBS Transactions

* S&P Reports Upgrade Potential Stalls In Rough Credit Environment
* S&P Halts Rating Process for Closed-End Second-Lien Loans

* BOND PRICING: For the Week of Apr. 28 - May 2, 2008

                             *********

ACACIA AUTOMOTIVE: Killman Murrell Expresses Going Concern Doubt
----------------------------------------------------------------
Killman, Murrell & Company, P.C., raised substantial doubt on the
ability of Acacia Automotive, 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
suffered recurring losses from operations and its limited capital
resources.

The company posted a net loss of $3,850,881 on total revenues of
$423,404 for the year ended Dec. 31, 2007, as compared with a net
loss of $944,973 on  $0.00 total revenues in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,633,984 in
total assets, $542,953 in total liabilities and $1,091,031 in
total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $447,063 in total current assets available
to pay $510,875 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?2ae5

                     About Acacia Automotive

Acacia Automotive, Inc., (Other OTC: ACCA.PK) --
http://www.acacia.bz-- intends to acquire automotive auctions  
focusing on whole vehicle automobiles and light trucks in the
United States and Canada.  The company was founded in 1984.  It
was formerly known as Gibbs Construction, Inc. and changed its
name to Acacia Automotive, Inc. in February 2007.  Acacia
Automotive, Inc., is based in Brentwood, Tenn.


ACAS CRE: Moody's Retains Low-B Ratings on Three Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Notes issued by ACAS CRE CDO 2007-1, Ltd.:

  -- Class A, $181,480,000, Floating Rate Notes Due 2052, affirmed
     at Aaa

  -- Class B, $86,330,000, Floating Rate Notes Due 2052, affirmed
     at Aa1

  -- Class C-FL, $41,000,000, Floating Rate Notes Due 2052,
     affirmed at Aa2

  -- Class C-FX, $11,850,000, Fixed Rate Notes Due 2052, affirmed
     at Aa2

  -- Class D, $25,250,000, Floating Rate Notes Due 2052, affirmed
     at Aa3

  -- Class E-FL, $23,785,000, Floating Rate Deferrable Interest
     Notes Due 2052, affirmed at A1

  -- Class E-FX, $23,785,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at A1

  -- Class F-FL, $32,005,000, Floating Rate Deferrable Interest
     Notes Due 2052, affirmed at A2

  -- Class F-FX, $32,005,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at A2

  -- Class G-FL, $22,185,000, Floating Rate Deferrable Interest
     Notes Due 2052, affirmed at A3

  -- Class G-FX, $26,555,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at A3

  -- Class H, $64,600,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at Baa1

  -- Class J, $41,110,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at Baa2

  -- Class K, $42,270,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at Baa3

  -- Class L, $62,240,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at Ba1

  -- Class M, $35,230,000, Fixed Rate Deferrable Interest Notes
     Due 2052, affirmed at Ba2

  -- Class N, $5,870,000, Fixed Rate Deferrable Interest Notes Due
     2052, affirmed at Ba3

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

As of the March 31, 2008 distribution date, the transaction has an
aggregate collateral principal balance of $1,174.6 million, the
same as the issuance.  The Notes are currently collateralized by
117 classes of CMBS securities from 21 separate transactions
(99.0% of the pool balance), and 4 classes of Re-Remic CRE CDO
securities from one transaction (1.0%).

Since issuance, among the 74 Moody's rated CMBS classes (40.1%),
there have been no upgrades and four downgrades; there have been
no rating changes to Re-Remic CRE CDO securities (1.0%).  Credit
estimates were performed on the 43 non-Moody's rated CMBS classes
(58.9%).  There have been no realized losses.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the current WARF is 4,704 compared to 4,585 at
issuance.  Moody's reviewed the ratings or performed credit
estimates on all the collateral supporting the Notes.  The
distribution is as follows: Baa1-Baa3 (0.9%, same as at issuance),
Ba1-Ba3 (30.5% compared to 31.3% at issuance), B1-B3 (22.6%
compared to 23.6% at issuance), and Caa1-NR (46.0% compared to
44.3% at issuance).

The CMBS securities are from pools securitized between 2005 and
2007.  The two largest vintage exposures are 2006 (62.6%) and 2007
(25.8%).  The five largest CMBS exposures are CD 2007-CD4 (12.5%),
JPMCC 2005-LDP5 (11.7%), WBCMT 2006-C23 (11.2%), WBCMT 2006-C28
(8.0%), and BACM 2007-1 (6.6%).


ACE HARDWARE: Moody's Designates 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time corporate
family rating to Ace Hardware Corporation in connection with its
new financing package.  These ratings are subject to review of
final documentation, and assume the financing successfully closes
as outlined to Moody's.  The outlook is stable.

First time ratings assigned are:

  -- Corporate family rating of Ba3;

  -- Probability of default rating of Ba3, and

  -- $300 million senior secured notes maturing 2016 at Ba2
     (LGD 3, 37%).

The Ba3 corporate family rating reflects Ace's favorable position
in the home improvement and hardware segment of retail, leverage
that is moderate for the rating category, and liquidity that will
markedly improve as a result of this transaction.  These factors
are balanced against a fiercely-competitive operating environment
that is being stressed by weak macroeconomic factors, particularly
housing related, and the ongoing remediation of internal controls,
particularly inventory accounting.  Ace is a significant player in
the convenience sub-segment of the home improvement and hardware
segment of retail, with its network of 3,100 members collectively
operating more than 4,600 retail stores in all 50 states and over
60 foreign countries.  This member store network generates
$10 billion in retail sales, with Ace's wholesale sales to these
members at $4 billion.  Despite the presence of Home Depot
(Baa1/Prime-2) and Lowe's (A1 / Prime-1), which combined generate
almost $130 billion of revenue, home improvement and hardware
remains a fairly-fragmented segment of retail, especially the
convenience hardware sub-segment.

The new financing package will consist of the Ba2-rated
$300 million senior secured notes, as well as a $300 million
unrated senior secured five year revolving ABL credit facility
that will be undrawn at closing.  These facilities, as well as
excess cash on hand, will repay $131 million in current revolver
borrowings, redeem $184 million in private placement notes, and
pay attendant fees and expenses.  The revolver will have a first
lien on accounts receivable and inventory, and a second lien on
other business assets.  The Ba2-rated senior secured notes will
have a first lien on fixed assets with first mortgages on real
estate with an appraised value of $293 million, a first lien on
capital stock and intangibles, including the Ace trademark, and
second liens on accounts receivable and inventory.

Ace Hardware Corporation, headquartered in Chicago, Illinois, is a
cooperative with over 3,100 members that operate 4,600 stores in
the U.S. and over 60 foreign countries.  It generated merchandise
sales to its members of $4 billion for fiscal 2007.


ACE SECURITIES: Fitch Cuts Ratings to BB- on Five Cert. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on 7 Ace Securities
Corporation mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed from Rating Watch Negative.  Affirmations
total $317.8 million and downgrades total $148.0 million.  
Additionally, $5.7 million was placed on Rating Watch Negative.

Ace 2004-SD1
  -- $35.0 million class A-1 affirmed at 'AAA';
  -- $5.4 million class M-1 affirmed at 'AA';
  -- $2.7 million class M-2 affirmed at 'A';
  -- $2.4 million class M-3 affirmed at 'BBB';
  -- $0.7 million class M-4 affirmed at 'BBB-';

Ace 2005-SD1
  -- $10.5 million class A-1 affirmed at 'AAA';
  -- $15.3 million class M-1 affirmed at 'AA';
  -- $7.8 million class M-2 affirmed at 'A';
  -- $7.1 million class M-3 downgraded to 'BBB-' from 'BBB';
  -- $1.9 million class M-4 downgraded to 'BB-' from 'BBB-';

Ace 2005-SD2
  -- $12.2 million class A-1 affirmed at 'AAA';
  -- $18.4 million class M-1 affirmed at 'AA';
  -- $10.6 million class M-2 affirmed at 'A';
  -- $5.6 million class M-3 affirmed at 'BBB+';
  -- $3.1 million class M-4 downgraded to 'BB+' from 'BBB';
  -- $2.4 million class M-5 downgraded to 'BB-' from 'BBB-';

Ace 2005-SD3
  -- $53.1 million class A affirmed at 'AAA';
  -- $17.2 million class M-1 downgraded to 'A+' from 'AA';
  -- $9.9 million class M-2 downgraded to 'BBB-' from 'A';
  -- $4.6 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $2.3 million class M-4 downgraded to 'BB' from 'BBB';
  -- $1.7 million class M-5 downgraded to 'BB-' from 'BBB-';
  -- $0.1 million class B-1 downgraded to 'B' from 'BB';

Ace 2006-SD1
  -- $28.2 million class A-1B affirmed at 'AAA';
  -- $18.2 million class M-1 downgraded to 'A+' from 'AA';
  -- $10.7 million class M-2 downgraded to 'BBB+' from 'A+';
  -- $6.4 million class M-3 downgraded to 'BBB-' from 'A';
  -- $2.6 million class M-4 downgraded to 'BB+' from 'A-';
  -- $3.4 million class M-5 downgraded to 'BB' from 'BBB', placed
     on Rating Watch Negative;

Ace 2006-SD2
  -- $33.2 million class A affirmed at 'AAA';
  -- $18.1 million class M-1 downgraded to 'A+' from 'AA';
  -- $11.6 million class M-2 downgraded to 'BBB-' from 'A';
  -- $4.9 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $2.4 million class M-4 downgraded to 'BB' from 'BBB';
  -- $2.2 million class M-5 downgraded to 'BB-' from 'BBB-',
     placed on Rating Watch Negative;

Ace 2006-SD3
  -- $61.7 million class A affirmed at 'AAA';
  -- $15.0 million class M-1 affirmed at 'AA';
  -- $9.2 million class M-2 downgraded to 'BBB' from 'A';
  -- $3.8 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $2.2 million class M-4 downgraded to 'BB' from 'BBB';
  -- $2.0 million class M-5 downgraded to 'BB-' from 'BBB-'


AES CORP: Unit Gets Fitch 'B-' Foreign Currency ID Rating
---------------------------------------------------------
Fitch has affirmed AES Dominicana Energia Finance, S.A.'s
international foreign currency Issuer Default Ratings at 'B-'.  
The rating action applies to US$160 million of notes due 2015
issued by AES Dominicana.  The Recovery Rating has also been
affirmed at 'RR4'.

The Rating Outlook is Stable.

The notes are jointly and severally guaranteed by AES Dominicana's
two operating companies, AES Andres B.V. and Dominican Power
Partners.  In addition, the notes benefit from a six-month debt-
service reserve account and a US$23.5 million guarantee from AES
Corp., rated 'B+' by Fitch.  The 'RR4' recovery rating reflects
the Dominican Republic's recovery rating cap.

AES Dominicana Energia Finance S.A. operates as a subsidiary of
AES Corp.

AES Dominicana's ratings incorporate the risks of operating
electric generation assets in the Dominican Republic, where
distribution companies have historically reported poor operating
performance, characterized by very high losses and low
collections.  The ratings also consider the electricity sector's
dependence on government subsidies.  Over the next few years,
Fitch expects the government to continue to support the sector via
subsidies and the sector to slowly recover.  The recent government
initiatives to re-negotiate power purchase agreements might
increase cash flow generation uncertainty for generation
companies.

The company's credit metrics are considered very strong for the
rating category and have recently improved significantly.  The
company's ratings are bolstered by the credit quality of the
company's two main electricity generation assets, Andres and DPP.  
On a combined basis, the company reported strong financial
performance during 2007.

The company generated approximately US$66.8 million of EBITDA and
reported an interest coverage, measured by EBTIDA to interest
expense of 3.7 times, and a leverage ratio, measured by total
debt-to-EBITDA of 2.6(x).  Although the company's cash flow
generation during 2007 was strong, the company's cash position
decrease to US$53.4 million from US$72.5 million as of year end
2006, due primarily to an intercompany loan interest payment of
US$38 million coupled with a US$10 million dividend payment.

Andres and DPP enjoy a competitive advantage due to their
favorable power purchase agreements and the use of liquefied
natural gas versus other fuels to generate electricity.  AES
Dominicana controls the only LNG import point into the Dominican
Republic.  Andres is the newest and most efficient power plant in
the country and ranks among the lowest cost electricity generators
in the country.  Andres' combined-cycle plant burns natural gas
and is expected to be fully dispatched as a base load unit as long
as the LNG price is not more than 15% above the imported price of
fuel oil No. 6.

AES Dominicana is an energy group operating in the Dominican
Republic, which manages two of AES Corp.'s wholly owned generation
assets, Andres and DPP.  AES Dominicana, through an AES Corp
subsidiary, also has a management agreement to operate EDE-Este,
one of the three distribution companies in the country.  Andres is
a power plant with a 304MW combined cycle generation facility with
duel fuel capability (gas and diesel) but with natural gas
supplied through the LNG import facility serving as the primary
fuel while DPP is a 236MW power plant comprising two simple cycle
combustion turbines that can burn both natural gas and fuel oil
Number 2.  Both plants together have PPA contracts with EDE-Este
for 260MW that increase over time, but Andres is currently
servicing all contracts given its greater efficiency.  Andres LNG
terminal includes a large tanker berth and jetty, an LNG refueling
pier, and a one million barrel (160,000 cubic meters, m3) LNG
storage tank, as well as re-gasification and handling facilities
for both LNG and diesel.


AIRBORNE HEALTH: Moody's Junks Ratings on Continuing Legal Issues
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and senior secured credit facilities of Airborne Health, Inc to
Caa1 from B3.  The downgrade reflects continuing legal issues
which followed the settlement of a class action lawsuit in
November 2007, and delays in seeking and obtaining covenant
amendments from the company's senior secured lenders.  The ratings
remain under review for a further downgrade.

Notwithstanding a considerable amount of cash on the balance sheet
and no revolver borrowings, liquidity is constrained by
potentially substantial legal claims and is exacerbated by the
option afforded the senior lenders to accelerate the debt
outstanding.  Moreover, Moody's believes that the ongoing
uncertainty with respect to these issues is likely to divert
management attention from operational issues.  The downgrade also
takes into account the company's relatively small revenue base,
high leverage, undiversified product offering, the potential
effects of an economic slowdown on consumer spending, higher than
anticipated seasonality in the category, and dependence on larger
retail customers for the distribution of its products amidst
intense competition from a variety of branded and private label
products.

Moody's believes that, notwithstanding adverse publicity relating
to the class action lawsuit, the Airborne brand continues to enjoy
broad support among its target consumer segments.  The ratings
also benefit from the company's efforts to diversify its product
offering and evidence that the brand outperformed other branded
goods.  Nonetheless, uncertainties remain as to the company's
marketing flexibility absent a settlement of legal claims with the
FTC and state attorney generals.

Although the company is currently exploring strategic initiatives
including the potential for a capital injection, stabilization of
the ratings is contingent on resolution of outstanding legal
claims and, also, resolution of the continuing covenant default.

Moody's took these rating actions:

  -- Downgraded the Corporate Family Rating to Caa1 from B3;

  -- Downgraded the Probability of Default Rating to Caa2 from
     Caa1;

  -- Downgraded the $20 million first lien secured revolving
     credit facility due 2012 to Caa1 (LGD 3, 35%) from B3
     (LGD 3, 34%);

  -- Downgraded the $152 million first lien secured term loan due
     2012 to Caa1 (LGD 3, 35%) from B3 (LGD 3, 34%);

The ratings remain under review for a downgrade.

Airborne Health, Inc, headquartered in Bonita Springs, Florida,
markets the "Airborne" effervescent health formula that is
designed to support the immune system.  The company's products are
distributed nationwide through about 70,000 supermarkets,
drugstores, discounters, club stores, and other retail locations.   
Airborne generated net revenue of $126 million for the twelve
months ended Jan. 31, 2008.


ALASKA AIR: Weakening Fin'l Profile Cues S&P to Cut Ratings to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Alaska
Air Group Inc. and its major operating subsidiary, Alaska Airlines
Inc., including lowering the long-term corporate credit ratings on
both to 'B+' from 'BB-'.  The outlook is stable.
      
"The downgrade is based on an expected weakening in the company's
financial profile in 2008 because of sustained high fuel prices
and weaker demand in the second half of 2008 as a result of the
slowing economy," said Standard & Poor's credit analyst Betsy
Snyder.  "While Alaska Air Group's earnings performance will be
helped by a fuel-hedging program that is second best among the
U.S. airlines, we expect the company to report a loss, albeit
less than those of its competitors," the analyst continued.

Although the company's credit ratios are expected to weaken, it
does benefit from relatively strong liquidity for its size.  The
company had more than $1 billion of cash and short-term
investments, with no exposure to auction-rate securities
(equivalent to 28% of annualized revenues) at April 24, 2008.
     
The ratings reflect Alaska Airlines' midsize route network serving
competitive markets, and the inherent risk of the airline
industry, offset somewhat by its strong position in its major
markets and relatively good liquidity for its size.

Alaska Air Group is the holding company for Alaska Airlines Inc.
and Horizon Air Industries Inc. Alaska Airlines, the eighth-
largest U.S. airline, accounts for approximately 87% of
consolidated revenues, and operates hubs at Seattle; Portland,
Ore.; Anchorage, Alaska; and Los Angeles, primarily serving
destinations in Alaska from the lower 48 states, as well as cities
along the West Coast of the U.S., Canada, and Mexico.  The company
also provides east/west service to eight destinations, primarily
from Seattle, and began serving Hawaii from Seattle and Anchorage
in October 2007.

S&P expect Alaska Air, like other U.S. airlines, to report a loss
in 2008, albeit less than most other airlines.  However, the
company's cash, cash from operations, and equipment financings
should enable it to meet debt maturities and capital spending
through the end of 2009.  S&P could revise the outlook to negative
if higher-than-expected fuel prices or sustained economic weakness
continue to erode the company's financial profile.  S&P consider
an outlook revision to positive unlikely unless industry
conditions begin to improve, and S&P see evidence of margin
improvement.


AMERICAN HOME: Court Denies Wells Fargo's Motion to Lift Stay
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied a
request by Wells Fargo Bank, N.A. to lift the automatic stay to
the extent necessary to recover a payment made in error to, and
unjustly retained by, American Home Mortgage Investment Corp.
through recoupment, the imposition of a constructive trust, and
the imposition of an equitable lien against certain securities
owned by AHM Investment.

As reported by the Troubled Company Reporter on April 3, 2008,
Wells Fargo is the securities administrator, to a certain
indenture dated as of March 13, 2007, along with American Home
Mortgage Assets Trust 2007-A & SD1, as issuing entity, and
Deutsche Bank National Trust Company, as indenture trustee.

On March 26, 2007, Wells Fargo paid in error to AHM Investment
$462,049 on account of the Class IV-M-4 Note held by the Debtor.  
Wells Fargo promptly notified the Debtor of the error and
requested the immediate return of the Payment to the Trust.  The
Debtor, however, has refused to return the Payment.

Todd C. Schiltz, Esq., at WolfBlock LLP, in Wilmington, Delaware,
contendedthat because of the Debtor's refusal and the unjust
enrichment of the bankruptcy estates at the expense of the Trust,
Wells Fargo, on behalf of the Trust, should be granted relief
from automatic stay, and authorized to:

   -- recoup the Payment from future distributions that become
      due to the Debtor on account of its securities in the
      Trust;

   -- assert, enforce, and realize upon a constructive trust
      imposed upon the Debtor's accounts, in which the Payment or
      its proceeds, were deposited; and

   -- assert, enforce, and realize upon an equitable lien on the
      Debtor's 25 securities in AHM Investment Trust 2005-SD1,
      AHM Investment Trust 2006-2, AHM Investment Trust 2007-A
      SD1, American Home Mortgage Assets LLC Trust 2007-3, and
      AHM Assets LLC Trust 2007-SD2, until Wells Fargo, on behalf
      of the Trust, may be fully reimbursed for the full amount
      of the Payment.

Mr. Schiltz told Judge Christopher Sontchi that the Payment
should never have been made because no distributions were owing to
any holders of Class IV-M-4 Notes at that time.  He noted that the
Debtor knew, or should have known, that it was very unlikely that
any payments would be distributed to the Debtor on its Class IV-M-
4 Note.

                           Debtors Object

As reported by the TCR on April 23, the Debtors objected, pointing
out that Wells Fargo seeks relief from the automatic stay to
recover payments made before the bankruptcy filing.  Wells Fargo
sought relief from the automatic stay to assert equitable remedies
of recoupment, constructive trust and equitable lien to recover a
M-4 Note Payment made in March 2007, more than 4 months before the
Petition Date.

The Debtors added that Wells Fargo, prior to filing its lift stay
request, twice violated the automatic stay through impermissible
postpetition set-offs of $269,245 from distributions owed to the
Debtors on wholly separate and distinct securities.

                       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: Kohl, et al. Want Stay Lifted; Class Action Settled
------------------------------------------------------------------
Christian Kohl, Patrick Manley, Freya DeNitto, Shawn O'Neil,
Thomas Marinovich, Thomas Byrnes, David Livingstone, Kathleen
Mamer, Randy Mamer and Scott Robisch ask the Hon. Christopher
Sontchi of the U.S. Bankruptcy Court for the District of Delaware
to lift the automatic stay under Section 362 of the Bankruptcy
Code for the limited purpose of allowing a court to pass on the
fairness of a settlement of a class action, thereby liquidating
the claims of the class.

On November 1, 2004, Kohl, et al., filed a class action against
American Home Mortgage Investment Corporation and American Home
Mortgage Corporation in the U.S. District Court for the Southern
District of New York, alleging violations of (i) the Fair Labor
Standards Act, and its implementing regulations, and (ii) New
York labor law.  By order of the Hon. John G. Koeltl on July 6,
2005, the lawsuit was permitted to proceed as a class action.

David L. Finger, Esq., at Finger & Slanina, LLC, in Wilmington,
Delaware, relates that on July 17, 2007, the parties entered into
a "Class Action Settlement Agreement and Release of All Claims."  
However, before the parties could submit the settlement to the
District Court for approval, the Debtors filed for Chapter 11
protection.

Mr. Finger contends that the Debtors will not be prejudiced by
the request because Kohl, et al., are not currently seeking to
collect the settlement amount, but merely to have the settlement
approved by the District Court.  He assures Judge Sontchi that
the settlement amount would be subject to the Debtors' confirmed
plan of reorganization.

Alternatively, if the Court is unwilling to lift the stay to
permit the approval of the settlement, Kohl, et al., ask Judge
Sontchi to assume control of the New York action, and allow it to
be transferred to the Bankruptcy Court for the purpose of passing
on the settlement.

                       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: BoNY, et al. Seek to Foreclose on Properties
-----------------------------------------------------------
Bank of New York, Beltway Capital, LLC c/o Select Portfolio
Servicing, Inc., Wells Fargo Bank, N.A., CHL, Saxon Mortgage
Services, Inc., Deutsche Bank National Trust Company, Countrywide
Home Loans, Inc., and HSBC Bank USA, National Association,
separately ask the U.S. Bankruptcy Court for the District of
Delaware to lift the automatic stay imposed under Section 362 of
the Bankruptcy Code to exercise their rights against 22 parcels of
real properties located at:

    (1) 2 Laurel Lane, in Prospect, Connecticut 06712;
    (2) 28 Shinar Mountain Road, in Washington Depot, Conn.;
    (3) 54-56 Lynch Street, in Providence, Rhode Island 02908;
    (4) 114-116 James Street, in Bridgeport, Connecticut 06606;
    (5) 184 Clinton Street, in E Patchogue, New York 11772;
    (6) 263-267 Salem Street, in Bridgeport, Connecticut 06606;
    (7) 459 Banfil Street, in Saint Paul, Minnesota 55106;
    (8) 844N Lawndale, in Chicago, Illinois 60651;
    (9) 1411 South Jackson Street, in Green Bay, Wisconsin 54301;
   (10) 1727 Palmetto Ave, in Deland, Florida 32724;
   (11) 2345 Linden Street, in Atwater, California 95301;
   (12) 3160 E Allen Road, in Oceola Township, Michigan 48855;
   (13) 3545 Ewell Street, in Annandale, Virginia 22003;
   (14) 4640 Prince St, in Downers Grove, Illinois 60515;
   (15) 8308 S Green St, in Chicago, Illinois 60620;
   (16) 8716 Lords View Loop, in Gainesville, Virginia 20155;
   (17) 13831 Beckwith Drive, in Houston, Texas 77014;
   (18) 13998 Jana Circle, in Seaford, Delaware 19973;
   (19) 17618 Lindstrom Ct, in Gaithersburg, Maryland 20877;
   (20) 19601E Country Club Drive #7607, in Aventura, Florida;
   (21) 24118 Bobcat Road, in Astor, Florida 32102; and
   (22) 42674 Cedat Ridge Boulevard, in Chantilly, Virginia.

Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington,
Delaware, relates that BoNY, et al., are the current holders of
the Properties' mortgages and notes.  He adds that review of the
Properties' titles shows that Mortgage Lenders Network USA, Inc.,
may hold a lien junior to the Mortgages.

Mr. Hiller informs the Court that the obligors of the Properties
are currently in default under the Notes, thus, BoNY, et al.,
seek to exercise their non-bankruptcy rights and remedies with
respect to the Notes, including the enforcement of their rights
against the Mortgages.

Because the Junior Mortgages of American Home Mortgage Investment
Corp. and its debtor-affiliates are subordinate to BNY, et al.'s
Mortgages, the Debtor has no equity in the Properties, Mr. Hiller
says.  He adds that because the Junior Mortgages add little or no
value to the bankruptcy estate, the Properties are not necessary
for the Debtor's reorganization.

Hence, Mr. Hiller contends, relief from the automatic stay is
appropriate under Section 362(d)(2) of the Bankruptcy Code to
permit BoNY, et al., to exercise their rights and remedies with
respect to the Mortgages, including foreclosure on the
Properties.

                       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: Court Approves Stipulation with Calyon New York
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves a
stipulation between American Home Mortgage Investment Corp.,
its debtor-affiliates and Calyon New York Branch, which settles,
without further litigation, Calyon's request to obtain certain
advanced funds, and certain other disputes.

As reported in the Troubled Company Reporter on April 23, 2008,  
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, American Home Investment Corp., its debtor-affiliates,
and Calyon New York Branch, administrative agent under a
repurchase agreement dated Nov. 21, 2006, asked the Court to
approve their stipulation.

Calyon New York Branch sought a declaratory judgment, injunctive
relief and damages, including a demand for an accounting and a
constructive trust, against the Debtors pursuant to the Debtors'
refusal to turnover certain and records and transfer funds on
account of the termination of their mortgage loans repurchase
agreement.

Pursuant to a Repurchase Agreement dated November 21, 2006,
Calyon, as administrative agent, on behalf of various parties,
was requested to purchase and did purchase, from time to time,
certain mortgage loans from the Debtors.  The Debtors agreed to
repurchase the loans on applicable dates at set prices.

Pursuant to the Repurchase Agreement, American Horne Mortgage
Servicing, Inc., as servicer, was responsible for administering
the underlying Mortgage Loans, including, without limitation,
collecting monthly mortgage payments, monitoring past-due
accounts, and reporting on defaulted loans.

On August 1, 2007, Calyon sent the Debtors notices of default,
which, among others, notified of the acceleration all amounts
due, and the termination of the facility.  The Repurchase Price
for the Mortgage Loans $1,178,225,176, plus a "price
differential", interest and costs, including attorney fees.

Pursuant to the Stipulation:

   -- Calyon is provided with a cash recovery of $11,546,262;

   -- the Debtors agree to use reasonable efforts to trace and
      recover a total of $2,017,291 in unpaid funds, which will
      be paid to Calyon, if recovered;

   -- Calyon agrees that, in addition to the right to enforce the
      provisions of the Stipulation, Calyon's only rights and
      claims against the Debtors for the Unpaid Funds are general
      unsecured claims in connection with the Repurchase
      Agreement;

   -- Calyon waives its right to $2,729,164, which will be placed
      into an escrow account maintained by the Debtors and held
      pending further Court order or agreement of the parties
      that may assert an interest in the funds;

   -- Calyon and the Debtors agree to place $415,752 -- the
      disputed principal and interest payments -- in an escrow
      account, and retain all rights and claims to the Disputed
      P&I; and

   -- the Debtors agree to determine by June 2, 2008, whether any
      portion of certain remaining amounts aggregating $334,407
      are due to Calyon.  The Debtors agree to recover any
      portion of the Remaining Amounts, which are due to Calyon,
      if any.

The aggregate amounts referenced in the Stipulation were
calculated based on the identification of specific funds related
to certain mortgage loans that never closed and were funded by
Calyon under the Repurchase Agreement.  While the Parties have
not broken down the specific amounts and identified the related
Mortgage Loans, they have shared the relevant data supporting the
aggregate amounts referenced.

The Parties also ask the Court to direct Deutsche Bank Trust
Company Americas, JPMorgan Chase Bank, N.A., and Bank of New York
to transfer appropriate funds to either the Debtors or Calyon as
provided for by the Stipulation.  The Debtors also intend to
instruct North Fork Bank to transfer certain funds to Calyon.

                  Calyon and BofA Also Stipulate

Calyon and Bank of America, N.A., administrative agent for
certain prepetition secured parties, agree to settle issues
regarding BofA's request to intervene in the Adversary
Proceeding, and BofA's objection to Calyon's request to obtain
certain advanced funds subject to the security interests of the
Prepetition Secured Parties.

The Debtors have advised Calyon that they have no objection to
the stipulation.

The key terms of Calyon and BofA's agreement are:

   -- The request to intervene and objection to Calyon's request
      regarding the advanced funds will be withdrawn;

   -- BofA agrees not to object to the Debtors' and Calyon's
      Stipulation;

   -- BofA agrees not to seek or recover from Calyon, and waives
      any claim against Calyon, with respect to the funds that
      Deutsche Bank, JPMorgan, North Fork and BoNY will transfer
      to Calyon;

   -- If the Debtors and Calyon's Stipulation does not become
      effective, BofA's rights and claims against Calyon, if any,
      are reserved with respect to up to $315,000; and

   -- Nothing in Calyon and BofA's agreement will be deemed or
      construed as an admission or release by BofA of any rights,
      claims or defenses with respect to any claim or action
      asserted against BofA in connection with certain swept
      funds in BoNY's account.

                    BofA Allowed to Intervene

The Court has allowed BofA to intervene in the Adversary
Proceeding solely to permit it to oppose to Calyon's request to
obtain certain advanced funds subject to the security interests
of the Prepetition Secured Parties.  Judge Christopher Sontchi
said the order is without prejudice to the rights of any party-in-
interest to seek or oppose any further relief.

The Debtors and Calyon previously informed the Court that they
are not opposed to BofA's limited intervention.  However, they
asked the Court that BofA should not be allowed to intervene in
any other aspect of the proceeding.

                       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 IRONHORSE: Court Chooses Dealer as Stalking-Horse Bidder
-----------------------------------------------------------------
Rocky Mountain Choppers obtained approval from the U.S. Bankruptcy
Court for the Northern District of Texas to serve as the stalking-
horse bidder for the assets of American IronHorse Motorcycle
Company, Inc.  Rocky Mountain Choppers was awarded stalking-horse
bidder status in connection with the court's approval of the
debtor's auction procedures on April 29, 2008.  Rocky Mountain
Choppers and another affiliate, Blackwater Choppers, are important
American IronHorse dealers located in Montana and Minnesota and
owned by Scott Meyers.  Mr. Meyers is a former senior executive of
several Fortune 1000 companies.

During meetings with company executives after the court hearing,
Mr. Meyers expressed his enthusiasm for the transaction.  "I am
pleased to be close to buying American IronHorse.  I know this
brand, understand this business, and bring a strong understanding
of supplier, dealer, and customer needs.  Together with my team,
we have a clear strategy that will help this company succeed."

This bid is subject to the submission of "higher and better bids"
and bankruptcy court approval on May 23, 2008.

Based in Fort Worth, Texas, American IronHorse Motorcycle Company,
Inc., designs, manufactures, and markets custom v-twin
motorcycles.  AIH markets its motorcycles through a national
network of more than 100 dealers and is actively pursuing
international sales in Canada and the United Kingdom.

On March 25, 2008, American IronHorse consented to the move by a
group of creditors to place the company under chapter 11
bankruptcy protection before the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  On the
same day, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

Three creditors -- AG Nichlos, Jr., William E. Buford and Jim
Graham -- filed the involuntary petition against the company on
Feb. 29, 2008.  The petitioners are owed $120,000 by the company.

The petitioner's counsel is Troy D. Philips, Esq., at Glast,
Phillips & Murray, PC, in Dallas, Texas.

Vincent P. Slusher, Esq., at Beirne Maynard & Parsons, LLP,
represents the Debtor.


AMERIQUEST MORTGAGE: Fitch Cuts Ratings on $399.9MM Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on 18 Ameriquest Mortgage
Securities Inc. mortgage pass-through certificate transactions.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are.  Affirmations total $2.7 billion and
downgrades total $399.9 million.  Additionally, $13.3 million was
placed on Rating Watch Negative.

Series 2003-1
  -- $92.4 million class M-1 affirmed at 'AA';
  -- $15.2 million class M-2 downgraded to 'B' from 'BBB';
  -- $5.0 million class MF-3 downgraded to 'CC/DR4' from
     'CCC/DR2';

  -- $9.4 million class MV-3 downgraded to 'CC/DR4' from
     'CCC/DR2';

  -- $0.4 million class M-4 revised to 'C/DR6' from 'C/DR5'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 22.10%;
  -- Realized Losses to date (% of Original Balance): 2.44%.

Series 2003-2
  -- $23.4 million class M-1 affirmed at 'AA';
  -- $3.4 million class M-2 rated 'BBB', placed on Rating Watch
     Negative;

  -- $3.9 million class M-3 remains at 'C/DR2';
  -- $0.3 million class M-4 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 25.56%;
  -- Realized Losses to date (% of Original Balance): 2.46%.

Series 2003-6
  -- $26.1 million class M-1 affirmed at 'AAA';
  -- $72.0 million class M-2 affirmed at 'AA-';
  -- $24.0 million class M-3 affirmed at 'A+';
  -- $24.0 million class M-4 affirmed at 'A';
  -- $20.0 million class M-5 downgraded to 'B' from 'BBB-';
  -- $12.3 million class M-6 revised to 'C/DR5' from 'C/DR4'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 18.29%;
  -- Realized Losses to date (% of Original Balance): 2.28%.

Series 2003-8
  -- $52.4 million class AF-4 affirmed at 'AAA';
  -- $67.9 million class AF-5 affirmed at 'AAA';
  -- $20.7 million class AV-1 affirmed at 'AAA';
  -- $2.3 million class AV-2 affirmed at 'AAA';
  -- $119.8 million class M-1 affirmed at 'AA+';
  -- $30.2 million class M-2 affirmed at 'A+';
  -- $10.8 million class M-3 affirmed at 'A-';
  -- $9.9 million class M-4 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $10.3 million class M-5 affirmed at 'B';
  -- $4.0 million class MF-6 downgraded to 'CC/DR4' from 'B-/DR2';
  -- $4.4 million class MV-6 downgraded to 'CC/DR4' from 'B-/DR2'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 15.36%;
  -- Realized Losses to date (% of Original Balance): 2.03%.

Series 2003-10
  -- $29.3 million class AF-5 affirmed at 'AAA';
  -- $22.0 million class AF-6 affirmed at 'AAA';
  -- $84.7 million class AV-1 affirmed at 'AAA';
  -- $0.8 million class AV-2 affirmed at 'AAA';
  -- $53.9 million class M-1 affirmed at 'AA';
  -- $21.6 million class M-2 affirmed at 'A';
  -- $4.8 million class M-3 affirmed at 'A-';
  -- $5.3 million class M-4 affirmed at 'BBB+';
  -- $4.8 million class M-5 affirmed at 'BBB';
  -- $3.9 million class MF-6 affirmed at 'B';
  -- $1.8 million class MV-6 affirmed at 'B'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 8.62%;
  -- Realized Losses to date (% of Original Balance): 1.54%.

Series 2003-11
  -- $16.1 million class AF-5 affirmed at 'AAA';
  -- $21.1 million class AF-6 affirmed at 'AAA';
  -- $37.6 million class AV-1 affirmed at 'AAA';
  -- $10.4 million class AV-2 affirmed at 'AAA';
  -- $15.8 million class AV-4 affirmed at 'AAA';
  -- $112.1 million class M-1 affirmed at 'AA';
  -- $40.6 million class M-2 affirmed at 'A';
  -- $3.2 million class M-3 affirmed at 'A-';
  -- $4.9 million class M-3B affirmed at 'A-';
  -- $5.8 million class M-4B affirmed at 'BBB+';
  -- $6.9 million class M-5 affirmed at 'BB+';
  -- $8.7 million class M-6 affirmed at 'B-/DR1'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 15.65%;
  -- Realized Losses to date (% of Original Balance): 1.92%.

Series 2003-12
  -- $9.5 million class AF affirmed at 'AAA';
  -- $26.3 million class AV-1 affirmed at 'AAA';
  -- $45.0 million class M-1 affirmed at 'AA';
  -- $20.6 million class M-2 affirmed at 'A';
  -- $2.9 million class M-3 affirmed at 'A-';
  -- $3.3 million class M-4 affirmed at 'BBB+';
  -- $2.9 million class M-5 affirmed at 'B';
  -- $3.0 million class M-6 affirmed at 'B-/DR1'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 15.12%;
  -- Realized Losses to date (% of Original Balance): 1.91%.

Series 2003-AR2
  -- $49.0 million class M-1 affirmed at 'AA';
  -- $7.4 million class M-2 downgraded to 'B' from 'BB+';
  -- $4.8 million class M-3 downgraded to 'C/DR4' from 'CCC';
  -- $0.0 million class M-4 revised to 'C/DR6' from 'C/DR5'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 24.65%;
  -- Realized Losses to date (% of Original Balance): 1.68%.

Series 2003-AR3
  -- $32.8 million class M-2 affirmed at 'AA';
  -- $17.0 million class M-3 affirmed at 'AA-';
  -- $17.0 million class M-4 affirmed at 'A+';
  -- $17.0 million class M-5 downgraded to 'BBB-' from 'A';
  -- $17.0 million class M-6 downgraded to 'B' from 'BB'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 23.72%;
  -- Realized Losses to date (% of Original Balance): 1.39%.

Series 2004-IA1
  -- $7.0 million class M-1 affirmed at 'AA+';
  -- $10.6 million class M-2 affirmed at 'AA';
  -- $3.3 million class M-3 affirmed at 'AA-';
  -- $6.9 million class M-4 affirmed at 'A';
  -- $2.8 million class M-5 affirmed at 'A-';
  -- $2.7 million class M-6 affirmed at 'BBB+';
  -- $1.8 million class M-7 affirmed at 'BBB';
  -- $0.8 million class M-8 affirmed at 'BBB-';
  -- $0.2 million class M-9 affirmed at 'BB+'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 19.73%;
  -- Realized Losses to date (% of Original Balance): 0.68%.

Series 2004-R1
  -- $70.7 million class A-1A affirmed at 'AAA';
  -- $7.9 million class A-1B affirmed at 'AAA';
  -- $20.3 million class A-2 affirmed at 'AAA';
  -- $35.8 million class M-1 affirmed at 'AA+';
  -- $32.5 million class M-2 affirmed at 'AA';
  -- $13.0 million class M-3 affirmed at 'AA-';
  -- $7.5 million class M-4 affirmed at 'A+';
  -- $4.3 million class M-5 affirmed at 'A';
  -- $4.3 million class M-6 affirmed at 'A-';
  -- $4.3 million class M-7 affirmed at 'BBB+';
  -- $4.3 million class M-8 affirmed at 'BBB';
  -- $4.8 million class M-9 affirmed at 'BB';
  -- $2.9 million class M-10 affirmed at 'B-/DR1'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 16.40%;
  -- Realized Losses to date (% of Original Balance): 1.06%.

Series 2004-R2
  -- $44.2 million class A-1A affirmed at 'AAA';
  -- $4.9 million class A-1B affirmed at 'AAA';
  -- $32.4 million class A-4 affirmed at 'AAA';
  -- $20.0 million class M-1 affirmed at 'AA+';
  -- $18.0 million class M-2 affirmed at 'AA';
  -- $9.1 million class M-3 affirmed at 'AA-';
  -- $4.5 million class M-4 affirmed at 'A+';
  -- $3.8 million class M-5 affirmed at 'A';
  -- $3.5 million class M-6 affirmed at 'A-';
  -- $3.7 million class M-7 affirmed at 'BBB+';
  -- $3.7 million class M-8 downgraded to 'B' from 'BB'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 19.40%;
  -- Realized Losses to date (% of Original Balance): 1.55%.

Series 2004-R3
  -- $50.9 million class A-1A affirmed at 'AAA';
  -- $5.7 million class A-1B affirmed at 'AAA';
  -- $16.2 million class A-4 affirmed at 'AAA';
  -- $67.5 million class M-1 affirmed at 'AA';
  -- $46.5 million class M-2 affirmed at 'A';
  -- $2.1 million class M-3 affirmed at 'A-';
  -- $5.5 million class M-4 affirmed at 'BBB+';
  -- $5.0 million class M-5 affirmed at 'BBB';
  -- $5.4 million class M-6 affirmed at 'BB+';
  -- $6.8 million class M-7 revised to 'B-/DR2' from 'B-/DR1'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 18.47%;
  -- Realized Losses to date (% of Original Balance): 2.68%.

Series 2004-R4
  -- $59.7 million class M-1 affirmed at 'AA';
  -- $44.0 million class M-2 affirmed at 'A-';
  -- $10.0 million class M-3 affirmed at 'BB+';
  -- $12.5 million class M-4 downgraded to 'B' from 'BB';
  -- $3.6 million class M-5 downgraded to 'C/DR5' from 'B';
  -- $4.0 million class M-6 downgraded to 'C/DR6' from 'CCC/DR1'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 27.92%;
  -- Realized Losses to date (% of Original Balance): 2.96%.

Series 2004-R5
  -- $18.9 million class A-1A affirmed at 'AAA';
  -- $2.1 million class A-1B affirmed at 'AAA';
  -- $57.5 million class M-1 affirmed at 'AA';
  -- $47.5 million class M-2 downgraded to 'BBB+' from 'A';
  -- $9.1 million class M-3 downgraded to 'BBB' from 'A-';
  -- $3.8 million class M-4 downgraded to 'BB+' from 'BBB';
  -- $2.8 million class M-5 downgraded to 'BB-' from 'BB';
  -- $2.7 million class M-6 affirmed at 'B';
  -- $3.6 million class M-7 remains at 'C/DR5'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 25.51%;
  -- Realized Losses to date (% of Original Balance): 1.99%.

Series 2004-R9
  -- $50.5 million class A-1 affirmed at 'AAA';
  -- $6.6 million class A-4 affirmed at 'AAA';
  -- $25.0 million class M-1 affirmed at 'AA+';
  -- $24.0 million class M-2 affirmed at 'AA';
  -- $17.5 million class M-3 affirmed at 'AA-';
  -- $16.0 million class M-4 downgraded to 'BBB+' from 'A';
  -- $7.5 million class M-5 downgraded to 'BBB-' from 'A-';
  -- $7.5 million class M-6 downgraded to 'BB+' from 'BBB+';
  -- $6.8 million class M-7 downgraded to 'BB' from 'BBB';
  -- $3.0 million class M-8 downgraded to 'BB-' from 'BBB-';
  -- $2.1 million class M-9 downgraded to 'B' from 'BB+'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 28.75%;
  -- Realized Losses to date (% of Original Balance): 1.33%.

Series 2004-R11
  -- $142.4 million class A-1 affirmed at 'AAA';
  -- $26.6 million class A-2 affirmed at 'AAA';
  -- $63.8 million class M-1 affirmed at 'AA+';
  -- $32.2 million class M-2 downgraded to 'A' from 'AA';
  -- $16.5 million class M-3 downgraded to 'A-' from 'AA-';
  -- $15.0 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $9.2 million class M-5 downgraded to 'BBB' from 'A';
  -- $5.3 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $3.3 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $2.3 million class M-8 downgraded to 'BB' from 'BBB';
  -- $4.0 million class M-9 downgraded to 'BB-' from 'BBB-';
  -- $4.0 million class M-10 downgraded to 'C/DR5' from 'CCC/DR1'.

Deal Summary
  -- Originators: Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 23.24%;
  -- Realized Losses to date (% of Original Balance): 1.07%.

Series 2004-R12
  -- $156.5 million class A-1 affirmed at 'AAA';
  -- $36.8 million class A-4 affirmed at 'AAA';
  -- $63.8 million class M-1 affirmed at 'AA+';
  -- $32.2 million class M-2 affirmed at 'AA';
  -- $16.5 million class M-3 downgraded to 'A-' from 'AA-';
  -- $15.0 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $12.8 million class M-5 downgraded to 'BBB' from 'A';
  -- $11.4 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $3.7 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $2.6 million class M-8 downgraded to 'BB' from 'BBB';
  -- $4.4 million class M-9 downgraded to 'BB-' from 'BBB-';
  -- $3.9 million class M-10 downgraded to 'B' from 'BB+'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 23.89%;
  -- Realized Losses to date (% of Original Balance): 0.93%.


AMPEX CORPORATION: Shareholder Wants Equity Committee Appointed
---------------------------------------------------------------
ValueVest High Concentration Master Fund Ltd., equity security
holder and party-in-interest of Ampex Corporation and its debtor-
affiliates, ask the U.S. Bankruptcy Court for the Southern
District of New York to immediately appoint an Official Committee
of Equity Holders to represent and prosecute the interest of
shareholders and recover certain of their equity stake in the
Debtors.

ValueVest argues that the Debtors are not insolvent and there
is a substantial likelihood of a meaningful distribution to
equity.

The Debtors have at least 393 shareholders with Class A common
stock outstanding as of March 25, 2008, wherein ValueVest holds
13.4% shares of the Debtors' Class A common stock.

A hearing is set on May 1, 2008, at 10:00 a.m., to consider
approval of ValueVest request.

                     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.  The Debtors selected Epiq Systems
Bankruptcy Solution as claims, noticing and balloting agent.  The
U.S. Trustee for Region 2 appointed five creditors to serve on an
Official Committee of Unsecured Creditors.

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 $26.46 million, total liabilities of
$133.60 million resulting to a total stockholders' deficit of
$107.13 million.


ARGENT SECURITIES: Fitch Lowers Ratings on $83.1MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on nine Argent Securities
Inc. mortgage pass-through certificate transactions.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $769.4 million and
downgrades total $83.1 million.

Series 2003-W2
  -- $7.9 million class M-2 affirmed at 'AA-';
  -- $4.0 million class M-3 affirmed at 'A+';
  -- $4.0 million class M-4 affirmed at 'A';
  -- $4.0 million class M-5 affirmed at 'BBB+';
  -- $5.0 million class M-6 downgraded to 'B' from 'BB'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 27.84%;
  -- Realized Losses to date (% of Original Balance): 1.43%.

Series 2003-W3
  -- $6.8 million class AF-6 affirmed at 'AAA';
  -- $104.0 million class M-1 affirmed at 'AA+';
  -- $67.9 million class M-2 affirmed at 'A';
  -- $7.6 million class M-3 affirmed at 'A-';
  -- $7.5 million class M-4 affirmed at 'BBB+';
  -- $8.2 million class M-5 affirmed at 'BB'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 14.82%;
  -- Realized Losses to date (% of Original Balance): 1.78%.

Series 2003-W4
  -- $33.3 million class M-1 affirmed at 'AA';
  -- $9.9 million class M-2 affirmed at 'A';
  -- $3.7 million class M-3 affirmed at 'BBB+';
  -- $2.1 million class M-4 affirmed at 'BBB';
  -- $1.5 million class M-5 downgraded to 'B' from 'BB'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 15.03%;
  -- Realized Losses to date (% of Original Balance): 1.28%.

Series 2003-W8
  -- $45.6 million class M-1 affirmed at 'AA';
  -- $26.5 million class M-2 affirmed at 'A';
  -- $2.6 million class M-3 affirmed at 'A-';
  -- $2.8 million class M-4 downgraded to 'BBB' from 'BBB+';
  -- $3.2 million class M-5 downgraded to 'BB' from 'BBB'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 21.69%;
  -- Realized Losses to date (% of Original Balance): 1.78%.

Series 2003-W10
  -- $42.4 million class M-1 affirmed at 'AA';
  -- $29.1 million class M-2 affirmed at 'A';
  -- $2.7 million class M-3 affirmed at 'A-';
  -- $3.3 million class M-4 downgraded to 'BBB' from 'BBB+';
  -- $2.7 million class M-5 downgraded to 'B' from 'BB';
  -- $3.0 million class M-6 downgraded to 'C/DR4' from 'B'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 19.96%;
  -- Realized Losses to date (% of Original Balance): 1.97%.

Series 2004-PW1
  -- $1.3 million class M-1 affirmed at 'AA+';
  -- $18.0 million class M-2 affirmed at 'AA';
  -- $7.5 million class M-3 affirmed at 'AA-';
  -- $6.2 million class M-4 affirmed at 'A+';
  -- $3.2 million class M-5 downgraded to 'BBB+' from 'A';
  -- $1.4 million class M-6 affirmed at 'BBB';
  -- $2.3 million class M-7 affirmed at 'B';
  -- $1.4 million class M-8 affirmed at 'B';
  -- $1.5 million class M-9 downgraded to 'C/DR5' from 'CC/DR3';
  -- $3.5 million class M-10 revised to 'C/DR6' from 'C/DR4';
  -- $1.2 million class M-11 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 35.18%;
  -- Realized Losses to date (% of Original Balance): 3.74%.

Series 2004-W3
  -- $61.2 million class A-3 affirmed at 'AAA';
  -- $7.9 million class M-1 affirmed at 'A-';
  -- $2.8 million class M-2 affirmed at 'BBB+';
  -- $1.7 million class M-3 affirmed at 'BBB';
  -- $2.2 million class M-4 affirmed at 'BB';
  -- $3.0 million class M-5 downgraded to 'B-/DR2' from 'B'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 15.10%;
  -- Realized Losses to date (% of Original Balance): 1.88%.

Series 2004-W8
  -- $35.9 million class A-2 affirmed at 'AAA';
  -- $7.3 million class A-5 affirmed at 'AAA';
  -- $27.0 million class M-1 affirmed at 'AA+';
  -- $25.3 million class M-2 affirmed at 'AA';
  -- $15.4 million class M-3 downgraded to 'A+' from 'AA-';
  -- $13.8 million class M-4 downgraded to 'A-' from 'A+';
  -- $10.5 million class M-5 downgraded to 'BBB+' from 'A';
  -- $5.9 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $4.1 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $2.1 million class M-9 downgraded to 'BB-' from 'BBB-';
  -- $2.3 million class M-10 downgraded to 'B+' from 'BB+'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 24.30%;
  -- Realized Losses to date (% of Original Balance): 1.03%.

Series 2004-W10
  -- $6.5 million class A-1 affirmed at 'AAA';
  -- $7.6 million class A-2 affirmed at 'AAA';
  -- $24.8 million class M-1 affirmed at 'AA+';
  -- $24.0 million class M-2 affirmed at 'AA';
  -- $14.0 million class M-3 affirmed at 'AA-';
  -- $24.0 million class M-4 affirmed at 'A';
  -- $12.0 million class M-5 affirmed at 'A-';
  -- $10.0 million class M-6 affirmed at 'BBB+';
  -- $8.0 million class M-7 affirmed at 'BBB';
  -- $5.4 million class M-8 affirmed at 'BBB-';
  -- $3.0 million class M-9 affirmed at 'BB+'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Cos.;
  -- 60+ day Delinquency: 24.18%;
  -- Realized Losses to date (% of Original Balance): 1.36%.


ASARCO LLC: Wants to Employ Additional Consulting Experts
---------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ two
additional consulting experts to provide litigation-related
services to ASARCO'S litigation counsel in connection with its
pending or anticipated litigation.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
informs the Court that ASARCO has filed its request on a no-name
basis to avoid a disclosure of the identity of the professionals
and other details of their retention and scope of work to the
opposite side in the relevant litigation, which may place ASARCO
at a disadvantageous position as compared to its adversary.

According to Mr. Prince, ASARCO has determined that the
employment of the Consulting Experts will assist in the
successful prosecution of the relevant litigation and thus,
provide value to its estate.

The Official Committee of Unsecured Creditors has been advised  
of the proposed engagement, Mr. Prince says.

ASARCO will compensate the Consulting Experts based on these
terms:

   (1) The first Consulting Expert, who has been rendering
       necessary services to ASARCO since March 26, 2008, will be
       paid based on its hourly rate ranging from $230 to $350,
       depending on the level of experience and expertise of the
       individual performing the service.  The actual and
       reasonable expenses incurred will also be reimbursed by
       ASARCO.  It is anticipated that total fees payable
       to the first Consulting Expert will be $52,000 plus  
       expenses.  In no way will the aggregate amount exceed
       $100,000; and

   (2) The second Consulting Expert, who has not yet commenced
       work, will be paid based on its hourly rate of $400, plus
       actual and reasonable costs and expenses incurred.  It is
       anticipated that the total fees and expenses will not
       exceed $100,000.

The terms of compensation is in accordance with Section 328(a) of
the Bankruptcy Code, Mr. Prince maintains.

To reduce administrative expenses, ASARCO seeks the Court's
permission to pay for the Consulting Experts' services in
accordance with the compensation structure disclosed, and in an
amount not exceeding $100,000 per professional, in the ordinary
course and without additional court approval being necessary.

The Consulting Experts have represented to counsel and ASARCO
that they do not have or represent any interest adverse to ASARCO
or its estate on the matters for which they are being employed
and that they each otherwise meet the "disinterested person"
definition as set forth in Section 101(14) of the Bankruptcy
Code.

ASARCO seeks the Court's permission to file the Consulting
Experts' disinterestedness affidavits under seal upon entry of an
order on the proposed employment.

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


ASARCO LLC: Wants to Pay Lehman $1 Million at the End of Case
-------------------------------------------------------------
ASARCO LLC and its debtor-affiliates proposes to the Honorable
Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas that the payment of more than $1,000,000 of
additional compensation to Lehman Brothers, Inc., be deferred
until the end of ASARCO's Chapter 11 case.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
also tells the Court that Lehman's monthly fee is increased from
$75,000 to $150,000.  He adds that ASARCO will pay Lehman a fee
for the "Liquidity Event," which is earned upon, or up to 12
months after, the effectiveness of a plan of reorganization.  
However, monthly fees for the first 24 months of Lehman's service
and 50% of monthly fees thereafter will no longer be credited
against the Transaction Fees or the Restructuring Fee.

According to Mr. Kinzie, the Transaction and Restructuring Fees
aggregates $4,113,000, composed of fees attributable to work
within the scope of the engagement letter dated Aug. 30, 2005,
that was not and could not have been anticipated; and fees
attributable to work outside the scope of the original engagement
letter.

                          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).


ASIA GLOBAL: Zhong Yi Raises Going Concern Doubt Over Losses
------------------------------------------------------------
Zhong Yi (Hong Kong) C.P.A. Company Limited raised substantial
doubt on the ability of Asia Global Holdings Corp. to continue as
a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007, filed with the United
States Securities and Exchange Commission.  The auditor pointed to
Asia Global's substantial losses.

The management stated that as of Dec. 31, 2007, the company had an
accumulated deficit of $15,798,089.  Additionally, the company  
incurred losses over the past several years.  Management took  
certain actions and continues to implement changes designed to
improve the company's financial results and operating cash flows.

The actions involve certain cost-saving initiatives and growing
strategies, including a business expansion in Media & Advertising
business by increasing number of distributors and setup of a new
direct sales office in China, and cost-saving plan in TV
Entertainment business and distribution of new TV programs in
China.  Management believes the actions will enable the company to
improve future profitability and cash flow in its continuing
operations through Dec. 31, 2008.

The company posted a net loss of $5,908,545 on net revenues of
$10,783,574 for the year ended Dec. 31, 2007, as compared with a
net loss of $9,871,113 on net revenues of $5,179,174 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5,348,259 in total assets, $3,189,056 in total liabilities and
$2,159,203 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?2ae6

                         About Asia Global

Headquartered in Hong Kong, China, Asia Global Holdings Corp.
(OTC BB: AAGH.OB) -- http://www.asiaglobalholdings.com/-- was  
incorporated in the Nevada on Feb. 1, 2002, as Longbow Mining Inc.
On May 12, 2004, Longbow Mining Inc. changed its name to
BonusAmerica Worldwide Corporation.  On June 6, 2006, the company
changed its name to Asia Global Holdings Corp.  AAGH is focused on
building businesses in China and other emerging regions and
markets in Asia and worldwide.  The company has subsidiaries
participating in media and advertising, marketing services and
internet commerce.  During 2007, AAGH entered the television
entertainment market, where it plans to sell advertising slots
that air during the broadcast of Who Wants To Be A Millionaire?  
TV show in China.  The company also has offices in the United
States and in mainland China.


BAG 'N BAGGAGE: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Bag 'n Baggage, Ltd.
             11067 Petal St.
             Dallas, TX 75238

Bankruptcy Case No.: 08-32096

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        900 Corp.                                  08-32097

Type of Business: The Debtors offer luggage and carry-on bags for
                  traveling.  See http://www.bagnbaggage.com/

Chapter 11 Petition Date: May 4, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtors' Counsel: Carol E. Jendrzey, Esq.
                  Email: cejendrz@coxsmith.com
                  Lindsey Doherty Graham, Esq.
                  Email: lgraham@coxsmith.com
                  Mark Edward Andrews, Esq.
                  Email: mandrews@coxsmith.com
                  Cox Smith Matthews, Inc.
                  112 E. Pecan, Ste. 1800
                  San Antonio, TX 78205
                  Tel: (210) 554-5500, (210) 554-5547
                       (214)698-7800
                  Fax: (210) 226-8395, (214) 698-7899

Bag 'n Baggage, Ltd's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Bag 'n Baggage, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
RIMOWA/HP Marketing Corp.      $423,835
16 Chapin Rd., Unit 908
Pine Brook, NJ 07058

TRG Group                      $262,197
2047 Westport Ctr. Dr.
Saint Louis, MO 63146

BRIC's USA, Inc.               $229,261
320 Fifth Ave., Ste. 506
New York, NY 10001

Ferragamo USA, Inc.            $190,202

Kipling                        $182,460

HL Operating Corp.             $177,662

Tumi Luggage                   $148,994

CTA Fixtures, Inc.             $148,866

Bosca Accessories in Leather   $107,267

Management Resource Systems    $99,215

VMS Builders                   $97,245

Tarrant Lighting               $91,483

Lodis Corp.                    $89,364

Samsonite                      $84,405

Tazmanian Freight Systems,     $82,417
Inc.

Vernon Co.                     $80,000

Creative Retail Packaging      $75,462

Genesco, Inc.                  $68,936

Independent Contractor, Inc.   $59,381

Colite International Ltd.      $58,110

B. 900 Corp's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                $8,000,000
901 Main St., 7th Flr.
Dallas, TX 75202


BI-LO LLC: No Rated Debt Outstanding; Moody's Withdraws Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of BI-LO LLC
for business reasons.  Moody's added that the ratings were
withdrawn because this issuer has no rated debt outstanding.

These ratings of BI-LO LLC have been withdrawn:

  -- Corporate Family Rating of B1

  -- Probability of Default Rating of B2

  -- $75 million Gtd Sr Sec Revolving Credit Facility B1
     (LGD 3, 31%)

  -- $345 million Gtd Sr Sec Term Loan B1 (LGD 3, 31%)

  -- Bi-LO LLC operates regional supermarkets in the southeast.


BISHOP BYRNE: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bishop Byrne Council Home, Inc.
        1501 Southern Avenue
        Oxon Hill, MD 20745

Bankruptcy Case No.: 08-15816

Chapter 11 Petition Date: April 25, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Bennie R. Brooks, Esq.
                  8201 Corporate Drive, Ste. 260
                  Landover, MD 20785
                  Tel: (301) 731-4160
                  Email: bbrookslaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Pepco                          $13,000
701 Ninth Street, N.W.
Washington DC 20068

Washington Gas                 $3,000
P.O. Box 96501
Washington, DC 20090

Internal Revenue Services      $1,000
31 Hopkins Plaza, Rm. 1150
Baltimore MD 21201


BLOUNT INT'L: March 31 Balance Sheet Upside-Down by $43.8 Million
-----------------------------------------------------------------
Blount International Inc. disclosed Wednesday financial results
for its first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$407.5 million in total assets and $451.3 million in total
liabilities, resulting in a $43.8 million total stockholders'
deficit.

The company reported net income of $6.8 million in the first
quarter of 2008, compared with net income of $4.7 million in the
same period of 2007.  The increase in net income is a result of
the improved year over year operating income and lower net
interest expense due to a reduction in debt levels and lower
borrowing rates.  Company debt at the end of the first quarter was
$296.7 million, a decrease of $70.8 million from last year's first
quarter.

The company's sales in the first quarter were $133.2 million,
compared to $118.3 million in 2007, a 12.6% increase.  The Outdoor
Products segment sales increased by 13.9% from last year's first
quarter.  Operating income increased in this year's first quarter
to $16.7 million from $16.2 million last year.  In the first
quarter, operating income was adversely impacted by approximately
$2.7 million from changes in foreign currency exchange rates as
compared to last year.

Commenting on the first quarter results, James S. Osterman,
chairman and chief executive officer, stated: "In the first
quarter, we continued to see robust demand for saw chain products.  
The stronger euro, volume gains in developing markets and various
marketing programs contributed to our increase in sales.  A solid
order backlog is encouraging for continued top line growth for the
balance of the year; however, foreign currency and raw material
cost trends will continue to put pressure on our operating margins
for the remainder of 2008."

                    About Blount International

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/--     
is an international company operating one principal business
segment, the Outdoor Products segment.  Blount sells its products
in more than 100 countries around the world.  

The Outdoor Products segment manufactures and markets cutting
chain, guide bars, sprockets and accessories for chainsaw use,
concrete-cutting equipment and accessories and lawnmower blades.
This segment also markets branded parts and accessories for the
lawn and garden equipment market.  The segment's products are sold
to original equipment manufacturers for use on new chainsaws and
yard care equipment, and to the retail replacement market through
distributors, dealers and mass merchants.


BLUE BELL: Moody's Reviews 'Caa1' Rating on $18.75 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Blue Bell
Funding, Ltd. or Blue Bell Funding Corp.:

Class Description: $37,500,000 Class B Notes

  -- Prior Rating: A3
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $18,750,000 Class C Notes

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


C-BASS CBO: Fitch Junks Ratings on Four Note Classes
----------------------------------------------------
Fitch Ratings has downgraded four classes of notes issued by C-
BASS CBO XVI LTD and removed all classes from Rating Watch
Negative.  These rating actions are effective immediately:

  -- $304,956,811 class A to 'CCC' from 'BBB';
  -- $22,500,000 class B to 'CC' from 'BBB-';
  -- $26,500,000 class C to 'C' from 'BB-';
  -- $9,125,000 class D to 'C' from 'B'.

C-BASS XVI is a static collateralized debt obligation that closed
June 1, 2006 and is managed by C-BASS Investment Management LLC.  
C-BASS XVI has a portfolio comprised primarily of subprime
residential mortgage-backed securities (78.3%), Alternative-A RMBS
(14.5%), prime RMBS (1.4%), structured finance CDOs (0.6%) and
other diversified SF assets.  Subprime RMBS bonds of the 2005 and
2006 vintages account for approximately 27.2% and 49.5% of the
portfolio, respectively.  All of the Alt-A RMBS are 2005 vintage.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS and SF CDOs with underlying exposure to subprime RMBS.  
Since the last rating action on Nov. 21, 2007, approximately 68.9%
of the portfolio has been downgraded, and 18.5% of the portfolio
is currently on Rating Watch Negative.  Actual credit
deterioration exceeds the level of downgrades that Fitch assumed
in the November 2007 review, whereby 60.1% of the assets in the
portfolio now carry a rating below the rating Fitch assumed in
November 2007.

The downgrade reflects the continued credit deterioration in
subprime RMBS as well as growing concerns with the performance of
Alt-A RMBS.  Additionally, Fitch is reviewing its SF CDO approach
and will comment separately on any changes and potential rating
impact at a later date.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings on classes C and D address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


C-BASS CBO: Continued Credit Decline Cues Fitch to Junk Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded four classes of notes issued by
C-BASS CBO XV LTD and removed all classes from Rating Watch
Negative.  These rating actions are effective immediately:

  -- $544,123,161 class A to 'CCC' from 'BBB+';
  -- $39,100,000 class B to 'CC' from 'BBB-';
  -- $44,800,000 class C to 'C' from 'BB';
  -- $18,284,000 class D to 'C' from 'B'.

C-BASS XV is a static collateralized debt obligation that closed
Feb. 16, 2006 and is managed by C-BASS Investment Management LLC.  
C-BASS XV has a portfolio comprised primarily of subprime
residential mortgage-backed securities (67.3%), Alternative-A RMBS
(21.4%), commercial mortgage backed securities (4.8%), prime RMBS
(1.3%) and other diversified structured finance assets.  Subprime
RMBS bonds of the 2005 and 2006 vintages account for approximately
62% and 5.3% of the portfolio, respectively.  All of the Alt-A
RMBS are 2005 vintage.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
Alt-A RMBS.  Since the last rating action on Nov. 21, 2007,
approximately 66.9% of the portfolio has been downgraded, and
13.4% of the portfolio is currently on Rating Watch Negative.  
Actual credit deterioration exceeds the level of downgrades that
Fitch assumed in the November 2007 review, whereby 64.3% of the
assets in the portfolio now carry a rating below the rating Fitch
assumed in November 2007.

The downgrade reflects the continued credit deterioration in
subprime RMBS as well as growing concerns with the performance of
Alt-A RMBS.  Additionally, Fitch is reviewing its SF CDO approach
and will comment separately on any changes and potential rating
impact at a later date.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings on classes C and D address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CATHOLIC CHURCH: Judge Jackwig Confirms Davenport's Plan
--------------------------------------------------------
The Diocese of Davenport stepped Judge Lee M. Jackwig of the U.S.
Bankruptcy Court for the Southern District of Iowa through the 16
statutory requirements under Section 1129(a) of the Bankruptcy
Code necessary to confirm its Second Amended Joint Plan of
Reorganization:

A.  Section 1129(a)(1) requires that the Joint Plan comply with
    all applicable provisions of the Bankruptcy Code, which
    includes compliance with Sections 1122 and 1123, governing
    classification and contents of the Plan.

    The Joint Plan provides for the classification of Claims and
    treatment of each class of Claims.  As specified in the Plan,
    only Class 5 General Unsecured Claims, Class 6 Other Tort and
    Employee Claims, and Class 7 Tort Claims are impaired.  There
    are no known Class 6 Claims.  The classification of Claims
    set forth in the Joint Plan complies and satisfies Section
    1122 and subsections (1), (2) and (3) of Section 1123(a).

    Section 1123(a)(4) requires that all claims be treated
    equally, and is satisfied when the class members are subject
    "to the same process for claim satisfaction."  Disparate
    treatment of claims are permissible under Section 1123(a)(4)
    if the claim holder agrees to a less favorable treatment.
    The holders of Class 7 Tort Claims are subject to the same
    process for claim satisfaction, and may elect amongst the
    treatment options specified in the Plan.  Thus, the Joint
    Plan complies with Section 1123(a)(4).

    The Joint Plan provides adequate means for its implementation
    and consummation as required by Section 1123(a)(5).  On the
    Plan's effective date, the Diocese will transfer to the
    Settlement Trustee $33,100,000 in cash, and deliver a
    standard Iowa form of deed to the Chancery property.

    The Diocese is a non-profit corporation, and does not issue
    equity securities.  Therefore, Section 1123(a)(6) is not
    applicable.

    The Diocese assures the Court that the selection of the
    Reorganized Debtor's management is consistent with the
    best interest of creditors and public policy.

    For these reasons, the Joint Plan complies with Section
    1129(a)(1).

B.  Section 1129(a)(2) requires the Plan proponent to have
    complied with the provisions of the Bankruptcy Code.  The
    proponents to the Joint Plan are the Diocese and the Official
    Committee of Unsecured Creditors.

    The Plan Proponents have acted in compliance with the
    Bankruptcy Code throughout the pendency of the Diocese's
    bankruptcy case.

    An objection was filed, and later withdrawn, by Iowa City
    Regina High School.  Another objection was filed by ACE
    American Insurance Company.  ACE's objection was resolved
    pursuant to a stipulation among ACE, the Diocese, and the
    Creditors Committee.  No one else has filed an objection.

    The Diocese assures Judge Jackwig that it has complied with
    all of its duties under the Bankruptcy Code, including the
    filing of a complete schedule of assets and liabilities, and
    a complete statement of financial affairs that included
    sufficient disclosure of its property and of property held
    for others.  The Diocese, therefore, has satisfied Section
    1129(a)(2).

C.  Section 1129(a)(3) requires that a plan of reorganization be
    "proposed in good faith and not by any means forbidden by
    law."  Unless there is an objection to a plan from a party
    that has standing to object, a Bankruptcy Court may make a
    finding of good faith without receiving any evidence at the
    time of the confirmation hearing.  The Plan fairly and
    equitably treats the claims of creditors, including those who
    have suffered abuse.  In addition, the Plan provides the
    Diocese with a fresh start and allows it to continue its
    Catholic ministry.

    Under the Plan, General Unsecured Creditors will be paid in
    full.  All of the Tort Claimants, who voted on the Plan,
    voted to accept the Plan.  Only one Tort Claimant voted to
    reject the Plan.  The Plan also provides for the full payment
    of all Court-approved professional fees and the full payment
    of all priority claims.  Thus, the Plan has been proposed in
    good faith, and complies with Section 1129(a)(3).

D.  Section 1129(a)(4) requires that any payment for services in
    connection with the Joint Plan has either been approved by or
    is subject to the Court's approval as reasonable.  The Joint
    Plan provides that all pre-confirmation professional fees
    will be subject to approval by the Court.  All of the orders
    approving the employment of professionals require the Court's
    approval and in full compliance with the Bankruptcy Code
    before the disbursement of any fees and costs.  Hence,
    Section 1129(a)(4) is satisfied.

E.  Section 1129(a)(5) requires the disclosure of the identities
    of the Debtor's management post-bankruptcy.  The
    administration of the Reorganized Debtor will continue with
    the officers and directors currently holding those positions,
    as disclosed in the Amended Disclosure Statement.

    Continuation of the Diocese's current management is
    consistent with the best interest of creditors and public
    policy.  The current management is in the best position to
    ensure that all obligations under the Plan will be fulfilled.
    Thus, Section 1129(a)(5) is satisfied by the Plan.

F.  No regulatory agency governs rates charged by the Diocese,
    and therefore, Section 1129(a)(6) is not applicable to
    Davenport's Chapter 11 case.

G.  Section 1129(a)(7)(A) requires that (i) all impaired claims
    accept the plan, or (ii) the holders of the impaired claims
    will receive at least as much under the plan as they would
    receive in a Chapter 7 liquidation of the Debtor.

    The Diocese says that the overwhelming majority of the
    creditors, including the Tort Claimants, agree and have
    supported the Plan.  Therefore, the Plan satisfies the best
    interests of creditors test of Section 1129(a)(7).  Paying
    all classes, other than Class 7, out of future operating
    funds derived by the Reorganized Debtor and paying the Tort
    Claimants out of a dedicated fund of $37,000,000 leaves all
    creditors better off.

    For these reasons, the Joint Plan complies with Section
    1129(a)(7).

H.  Section 1129(a)(8) provides that, with respect to each class
    of claims, the class has either accepted the Plan, or is not
    impaired under the Plan.  Each of the impaired classes have
    voted overwhelmingly to accept the Plan.  Therefore, the
    requirements of Section 1129(a)(8) have been met, and the
    Plan Proponents are not required to comply with the
    provisions of Section 1129(b).

I.  Section 1129(a)(9)(A) requires that all priority claims are
    to be paid in cash as of the Effective Date.  The Plan so
    provides and, therefore, complies with Section 1129(a)(9)(A).

    Pursuant to Section 1129(a)(9)(B), the claims entitled to
    priority under Sections 507(a)(3) to (a)(7) of the Bankruptcy
    Code must receive under the Plan either deferred cash or cash
    payments equal to the allowed amount of the claims.  The
    claims are to be paid in full, are, therefore, unimpaired,
    and are conclusively deemed to have accepted the Plan.

    Section 1129(a)(9)(C) requires, and the Plan provides, that
    tax claims will be paid, and will receive a value equal to
    the allowed amount of the claim.  Hence, Section
    1129(a)(9)(C) is  satisfied.

J.  Section 1129(a)(10) requires that if a class of claims is
    impaired, at least one class of claims that is impaired under
    the plan must accept the plan exclusive of insider votes.
    The Joint Plan includes two impaired classes, which have
    voted to accept the Joint Plan.  Thus, the requirements of
    Section 1129(a)(10) have been met.

K.  Section 1129(a)(11) requires that confirmation of the Plan is
    not likely to be followed by liquidation, or further
    financial reorganization of the Diocese.  Feasibility does
    not connote a guarantee of success, but only a reasonable
    prospect of success and workability.

    The Plan provides for a global settlement for $37,000,000,
    and the establishment of a Settlement Trust to process and
    pay the Tort Claims made against the Diocese and the Catholic
    Entities.  The Settlement Trust will be funded with
    $33,100,000 in cash and the transfer of the Diocese's
    Chancery property, which has an appraised value of
    $3,900,000.

    The cash payment to the Settlement Trust is from a
    $19,500,000 settlement payment from certain settling
    insurers, a $5,900,000 payment by the Catholic Entities, and
    $7,700,000 payment by the Diocese.  The Diocese will borrow
    up to $2,000,000 from Quad City Bank & Trust to make its
    payment under the Plan.

    All funds payable by the Diocese have been raised, and will
    be available on the Effective Date, provided the settlements
    are approved.  The funds will be distributed pursuant to the
    terms and conditions of the Plan.  Therefore, the Plan fully
    complies with Section 1129(a)(11).

L.  Section 1129(a)(12) requires that certain fees listed in
    Section 1930 of the Judicial and Judiciary Procedures Code,
    as determined by the Court at the confirmation hearing, be
    paid or that other provisions be made for their payment.  The
    payment of all administrative expenses, including the U.S.
    Trustee's fees, is provided in the Joint Plan.  Therefore, it
    fully complies with Section 1129(a)(12).

M.  There are no retiree benefits paid by the Diocese and,
    therefore, Section 1129(a)(13) is not applicable.  In
    addition, Sections 1129(a)(14) and (15) are also not
    applicable.

O.  All transfers of property under the Joint Plan comply with
    non-bankruptcy law.  Therefore, Section 1129(a)(16) is
    satisfied.

Finding that the Second Amended Joint Plan complies with the
statutory requirements, Judge Jackwig confirmed Davenport's Plan
on April 30, 2008.

The Court also approved the form of the Settlement Trust
Agreement, and the allocations of assets to the funds under the
Settlement Trust.  

Robert L. Berger was appointed as the Settlement Trustee, while
Richard M. Calkins was appointed as special arbitrator.

Judge Jackwig noted that the Diocese's Unknown Claimants
Representative, Michael Murphy of Alix Partners LLP, has
exercised his sound and reasoned business judgment in agreeing to
the establishment of the $2,500,000 Unknown Tort Claims Fund.

Judge Jackwig commented that the bankruptcy case, and the terms
of the Settlement Agreement represented legal anomalies for the
Court, in which the usual creditors and debtors are typically
corporate giants, and not churches and parishioners, the Des
Moines Register reports.  "I think we can never forget about
this," Judge Jackwig said.

The Court also expressed concern that the Diocese will not
effectively enforce the non-monetary provisions of the Plan, the
Register reports.

"These nonmonetary aspects are right on target.  It's what should
be done," Judge Jackwig said.  "It's my hope that the diocese can
do everything it can, that the bishop can do everything he can,
to really step up to the plate here.  We can never forget about
this -- we need to continue to be aware of human nature."

To ensure compliance with the non-monetary undertakings, Judge
Jackwig directed the Diocese to file with the Court a yearly
report for the next three years after the entry of the
Confirmation Order, confirming that the Reorganized Debtor and
the Catholic Entities have complied.

Judge Jackwig held that nothing in the Plan or the Confirmation
Order discharges any of the Diocese's or the Reorganized Debtor's
obligations under the Court-approved Settlement Agreements, and
that the obligations will survive the Confirmation of the Plan.  
She added that nothing in the Confirmation Order will impair,
affect or release the rights of any non-settling insurer with
respect to any tort claims, including all insurance company
defenses.

           Parties Were Satisfied with Court's Ruling

Bishop Martin Amos issued a statement asking the Diocese's
parishioners to join him in protecting the children and to
reconcile with those harmed.  "The Church must always keep the
protection of children in the forefront of our mission of service
to others," he wrote.

"Much has been learned from our past mistakes and from these
heinous crimes against the most vulnerable and against the very
teaching of the church.  We have gone through a learning process
that now promotes transparency over secrecy and justice over the
threat of scandal.  The lessons have been difficult to learn.  I
am confident that by going through this process, the Church is
becoming closer to what the Gospel calls her to be, configured to
Christ, our Hope," Bishop Amos said.

Craig Levien, Esq., counsel for certain claimants, told the Quad-
City Times that he was pleased with the outcome of the
confirmation hearing.  He added, however, that the Diocese "will
receive a financial discharge but the stain of the wrongdoing
will not be as easily washed away."

Michl Uhde, a claimant whose $1,500,000 jury verdict against the
Diocese prompted it to file for bankruptcy, said that settling
the case as quickly as possible was most important to him and
other survivors, The Catholic Messenger reports.  "The [victims]
want it over and done with and they want to go on with their
lives," he said.

"Nobody can put a dollar value on lives that have been ruined,"
Mr. Uhde stated.  He noted that the $37,000,000 settlement is a
reasonable figure.  He also pointed out the importance of the
non-monetary measures.

                    Committee Supports Plan

Prior to the Court's approval of the Plan, the Creditors
Committee filed a statement supporting the Plan.  Hamid R.
Rafatjoo, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, informed the Court that Davenport's
bankruptcy case is different from other U.S. Catholic dioceses
that have filed bankruptcy because it has an entirely different
approach to its Chapter 11 case and Creditors Committee.

Mr. Rafatjoo said that the Diocese has granted the Creditors
Committee access to files, and has allowed the Committee to
investigate assets and Diocesan structure, which resulted to
lower professional fees.  He noted that instead of litigating
issues between them, the Diocese and the Creditors Committee
negotiated and settled the issues.

The Creditors Committee believes that the Plan provides the best
means for implementing a resolution to the bankruptcy case.  
Hence, it has undertaken a tremendous effort to reach out to the
survivors and encourage them to vote for the Plan, which resulted
to the overwhelming number of votes in supporting the Plan.

A full-text copy of the Order confirming Davenport's Second
Amended Joint Plan of Reorganization is available for free at:

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

                    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, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News, Issue No. 124; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CBA COMMERCIAL: Asset Liquidation Cues S&P to Put Default Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-6 commercial mortgage pass-through certificate from CBA
Commercial Assets LLC's series 2004-1 to 'CCC-' from 'CCC+'.    
Concurrently, S&P lowered its rating on class M-7 to 'D' from
'CCC-'.

The downgrade of class M-7 reflects a $624,390 principal loss to
the outstanding principal balance of the security due to the
liquidation of two assets that were previously with the special
servicer, Midland Loan Services Inc.  The downgrade of class M-6
reflects a reduction in credit enhancement following the
liquidation and the expectation of future losses associated with
the remaining specially serviced assets.
     
The two liquidated assets are 1836 and 1842 Augusta Drive and
1785-1789 E. Raines Road.  The 1836 and 1842 Augusta Drive asset
had a total exposure of $739,224 and was secured by a 36-unit
multifamily property in Lexington, Kentucky.  The 1785-1789 E.
Raines Road asset had a total exposure of $276,859 and was
secured by a 12-unit multifamily property in Memphis, Tennessee.  
The two assets had loss severities of 88% and 71%, respectively.


CENTRAL GARDEN: Board Director Bruce Westphal Retires
-----------------------------------------------------
Bruce A. Westphal disclosed his retirement as a member of the
board of directors of Central Garden & Pet Company, effective
April 30, 2008.  Mr. Westphal has served as a director of the
company and chairman of the board's audit committee since 1999.

Mr. Westphal is retiring from the board to spend more time with
his family and pursue personal interests and not as a result of
any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

Alfred A. Piergallini, a director of the company since 2004, will
succeed Mr. Westphal as the chairman of the audit committee.  

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.


CERULLO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cerullo Enterprises, L.L.C.
        3900 North Causeway Blvd., Ste. 1045
        Metairie, LA 70002
        Tel: (504) 831-6945

Bankruptcy Case No.: 08-10893

Type of Business: The Debtor is a business consultant.

Chapter 11 Petition Date: April 25, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: John J. Fenerty, III, Esq.
                  Email: jfenlaw@bellsouth.net
                  3850 North Causeway Blvd. Ste. 630
                  Metairie, LA 70002
                  Tel: (504) 837-1000
                  Fax: (504) 836-5040

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Performance Food Group         Food Vendor           $22,240
Accounting Dept.
P.O. Box 54946,
New Orleans, LA 70154-4946

New Orleans Fish               Seafood Vendor        $21,000
Accounting Dept.
House, 921 So. Dupre St.,
New Orleans, LA 70125

Adams Produce, P.O.            Food Vendor           $17,700
Accounting Dept.
Box 2682
Birmingham, AL 35202

Bon Secour Fisheries, Inc.     Food Vendor           $14,000

Emerald Coast Finest           Food Vendor           $13,960

Oasis Outsource                Payroll Management    $12,000
                               Co.

AFCO Credit Corp.,             Insurance Payment     $11,660
                               Plan

Sysco Food                     Food Vendor           $10,100

Vincent Piazza, Jr. &          Seafood Vendor        $9,928
Sons Seafodd, Inc.

All Seasons                    Trade debt; repair    $9,240
                               work

City of Pensacola              Gas Supply            $5,800

Coca-Cola Bottling Co.         Trade debt; beverage  $4,740

Gulf Power Electric            Electric Power        $4,700

Taylor Linen Services,         Trade; Linen Service  $4,670

Emerald Coast Utility          Water Supply          $4,500
Authority

Thompson Meat                  Food Trade Vendor     $3,950

PR Cleaning Supplies           Trade debt; cleaning  $3,900
                               supplies

Butler Foods                   Food                  $3,233

American Foods                 Food Trade Vendor     $3,090

Waste Management               Trade debt; disposal  $2,840
                               services


CHARMING SHOPPES: Demanded Documents from Investors, Post Says
--------------------------------------------------------------
The New York Post's Kaja Whitehouse and James Covert report that
Charming Shoppes, Inc. in April subpoenaed 17 of its investors to
find out whether they were holding talks with Crescendo Partners
and Myca Partners, two hedge funds that are seeking three seats on
the company's board.

Citing unnamed sources, The Post says the subpoenas were part of a
legal battle the company is waging against the hedge funds ahead
of its May 8 annual shareholder meeting.  The subpoenas were
subsequently squashed by the courts, The Post says.

The Post relates that Harbinger Capital and Third Point were among
the investors that received subpoenas.  The Post, citing a person
familiar with the situation, says the notices went to four of the
top 10 holders and impacted 40% of Charming Shoppes' shareholder
base.  Sources told The Post Charming Shoppes was seeking e-mails
and other correspondence related to the proxy campaign that might
point to violations of securities rules that require disclosure of
agreements between shareholders.

Charming Shoppes argued that, in addition to improper
communications, the hedge funds struck an "agreement to split any
profits generated by their scheme with at least one undisclosed
hedge fund," according to the complaint, The Post says.

The hedge funds disputed the company's move, arguing that the
lawsuit is "a baseless attempt" by Charming Shoppes "to usurp
corporate democracy and disenfranchise shareholders," The Post
relates.

As reported by the Troubled Company Reporter on April 29,
Crescendo Partners and Myca Partners, which has a combined stake
of 7.9% in the company, are seeking to install Arnaud Ajdler,
Managing Director of Crescendo; Michael Appel, Managing Director
of Quest Turnaround Advisors; and Robert Frankfurt, President of
Myca Partners, on the company's 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.

Charming Shoppes, on the other hand, is pushing for the re-
election of Dorrit J. Bern, Alan Rosskamm and M. Jeannine
Strandjord at the annual shareholders' meeting.

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 & 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.

Glass Lewis said 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."

                     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.


CHEYNE HIGH: Moody's Downgrades Ratings on Four Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Cheyne
High Grade ABS CDO, Ltd.:

Class Description: $23,000,000 Class A-2 Floating Rate Notes Due
2039

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $31,000,000 Class B Floating RateNotes Due 2039

  -- Prior Rating: Aa2
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $30,000,000 Class C Floating Rate Deferrable
Interest Notes Due 2039

  -- Prior Rating: A3
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $16,000,000 Preference Shares ($16,000,000
Aggregate Liquidation Preference)

  -- Prior Rating: Baa3
  -- Current Rating: Ca

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


CHILDREN'S TRUST: Fitch Puts 'BB' Rating on $56,875,888 Bonds
-------------------------------------------------------------
Fitch rated Children's Trust, tobacco settlement asset-backed
bonds, series 2008 bonds (Commonwealth of Puerto Rico) as:

  -- $139,003,082.40 series 2008A turbo capital appreciation bonds
     'BBB-' due May 15, 2057;

  -- $56,875,888.00 series 2008B turbo capital appreciation bonds
     'BB' due May 15, 2057.


CHRYSLER LLC: Seeks to Sell Two Michigan Axle Plants for $400 Mil.
------------------------------------------------------------------
Chrysler LLC offered to sell two axle facilities in Michigan for
$400 million, and approached private equity firms and axle
suppliers Dana Holding Corp. and American Axle and Manufacturing
Holdings Inc., The Wall Street Journal reports citing unnamed
sources.

WSJ relates that Chrysler is selling its unfinished Maryville
plant and the Detroit Axle.  However, no buyers have come forward.

Chrysler did not comment on the matter.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services revised its recovery rating on
Chrysler's $2 billion senior secured second-lien term loan due
2014.  The issue-level rating on this debt remains unchanged at
'B', and the recovery rating was revised to '3', indicating an
expectation for 50% to 70% recovery in the event of a payment
default, from '4'.

Both the issue-level and recovery ratings on Chrysler's $7 billion
first-lien term loan due 2013 remain unchanged.  The issue-level
rating on this debt is 'BB-' with a recovery rating of '1',
indicating an expectation for 90% to 100% recovery in the event of
a payment default.


CIMARRON CDO: Moody's Reviews Low-B Ratings on Two Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cimarron CDO, Ltd.:

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes due 2040

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: Class A-3 Third Priority Senior Secured
Floating Rate Notes due 2040

  -- Prior Rating: Aa2
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: Class B Senior Secured Deferrable Fixed Rate
Notes due 2040

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

Class Description: Class C Junior Secured Deferrable Fixed Rate
Notes due 2040

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

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


CINCINNATI BELL: Earns $12.9 Million in First Qtr. Ended March 31
-----------------------------------------------------------------
Cincinnati Bell Inc. disclosed Wednesday its financial results for
the first quarter ended March 31, 2008.

Net income for the quarter was $12.9 million, compared with net
income of $22.6 million for the same period last year.  Before
special items, net income was $27.3 million, up $4.3 million or
19% from last year.  Adjusted earnings before interest, taxes,
depreciation and amortization (Adjusted EBITDA) equaled
$119.6 million, up $2.9 million, or 2.5% from a year ago.

The company reported revenue of $349.0 million, an increase of
$33.0 million or 11% from the prior year quarter.  Operating
income was $57.1 million and included a pre-tax restructuring
charge of $24.0 million related to the company's previously
announced restructuring plan and labor agreement.  This compares
with operating income of $77.9 million during the first quarter of
2007.

"Cincinnati Bell achieved another outstanding quarter with
continued momentum in both revenue and Adjusted EBITDA," said Jack
Cassidy, president and chief executive officer of Cincinnati Bell
Inc.  "Contributing to the quarter's success are Cincinnati Bell
Wireless and ZoomTown high-speed Internet service, businesses we
launched 10 years ago this year and that today provide superior
value and network reliability to more than 800,000 subscribers in
Greater Cincinnati and Dayton."

                       Quarterly Highlights

Quarterly revenue increased 11% or $33.0 million from a year ago
reflecting growth of $15.0 million in service revenue and
$18.0 million in equipment revenue.
    
In the quarter, Cincinnati Bell purchased 4.1 million shares of
common stock for a total of $16.7 million.  At the end of the
first quarter, the company had $133.0 million remaining in its
current repurchase authorization.  Cincinnati Bell expects to
continue repurchases and the timing and nature are subject to
market conditions and applicable securities laws.
    
On February 27, Cincinnati Bell employees who are represented by
the Communication Workers of America ratified the labor agreement
reached between the company and union officials in January.  The
agreement included a retirement offer to eligible employees.  As a
result, Cincinnati Bell incurred a pre-tax restructuring charge of
$24.0 million in the quarter.
   
At the April 25 annual meeting, shareholders approved an amendment
to declassify the Board and require an annual election of
directors and an amendment to implement a majority vote standard
for the election of directors.  The company initiated both
amendments to enhance its accountability to shareholders.

                Financial and Operations Overview

"We are pleased with the financial performance in each of our
business segments," said Brian Ross, chief financial officer of
Cincinnati Bell Inc.  "Investments in our Wireless and Technology
Solutions segments are producing returns that enable execution of
our share repurchase program and the purchase of our higher coupon
debt."

Free cash flow was $23.6 million in the quarter and capital
expenditures were $60.7 million, compared with free cash flow of
$22.4 million and capital expenditures of $42.3 million in the
first quarter of 2007.  Net debt totaled $1.99 billion, down
$3.0 million from the end of the first quarter of 2007.  The
company retired $40.0 million of their 8 3/8% bonds during the
quarter.

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated    
communications solutions including local, long distance, data,
Internet, and wireless services.  In addition, the company
provides office communications systems as well as complex
information technology solutions including data center and managed
services to businesses ranging in size from start-up companies to
large enterprises.

Cincinnati Bell conducts its operations through three business
segments: Wireline, Wireless, and Technology Solutions.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.0 billion in total assets and $2.7 billion in total
liabilities, resulting in a $667.6 million total stockholders'
deficit.


CKRUSH INC: Rosenberg Rich Expresses Going Concern Doubt
--------------------------------------------------------
Rosenberg Rich Baker Berman & Company raised substantial doubt on
the ability of Ckrush, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's significant
operating losses and significant working capital deficit.

The company posted a net loss of $6,641,696 on total revenues of
$1,087,475 for the year ended Dec. 31, 2007, as compared with a
net loss of net loss of $11,759,392 on total revenues of
$1,646,278 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,470,326 in
total assets and $13,295,223 in total liabilities, resulting in
$10,824,897 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2ae7

                           About Ckrush

Ckrush, Inc., (OTC BB: CKRU.OB) -- http://www.ckrush.net--  
operates as an entertainment and interactive media company.  The
company involves in various projects, including production or co-
production of feature films, digital versatile disk titles,
television programming, and other similar products.  It also
develops, acquires, and produces digital content and businesses to
the teen and young adult demographic.  In addition, Ckrush, Inc.,
through its subsidiaries, develops and maintains Web sites, online
communities, and technology platforms that allow users to
electronically create and publish content, including video; share
that content with others; and connect with others based upon
common interests.  The company was founded in 1996 and is
headquartered in New York.


COMM 2005-C6: S&P Downgrades Ratings on 10 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage pass-through certificates from COMM
2005-C6 and removed them from CreditWatch, where they were placed
with negative implications on April 18, 2008.  At the same time,
S&P affirmed its ratings on the remaining 14 certificates from
this series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of three of the four specially serviced
assets.  The downgrades of the subordinate certificates also
reflect reduced trust liquidity that will result from an appraisal
reduction amount that S&P expect to be applied to the ninth-
largest asset in the pool.  The affirmed ratings reflect credit
enhancement levels that provide adequate support through various
stress scenarios.
     
As of the April 10, 2008, remittance report, the collateral pool
consisted of 137 loans with an aggregate trust balance of
$2.245 billion, compared with 137 loans totaling $2.273 billion at
issuance.  The master servicer, Capmark Finance Inc., reported
financial information for 99% of the nondefeased loans.  The
servicer-provided information comprised full-year 2006 (36%),
interim 2007 (4%), and full-year 2007 (57%) data.  Using this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.67x, up from 1.60x at issuance.  There are
four severely delinquent loans in the pool that are also with the
special servicer, Capmark Finance Inc.: one is 90-plus-days
delinquent, one is in foreclosure, and two are real estate owned.
To date, the trust has not experienced any losses.
     
Details of the specially serviced assets are:

     -- Communities at Southwood loan, the ninth-largest loan in
        the pool and largest loan with the special servicer, has a
        total exposure of $50.4 million, including interest and
        advances thereon.  In addition, the borrower's equity
        interest in the property secures a $4.0 million mezzanine
        loan.  The loan is secured by a 1,286-unit multifamily
        complex in Richmond, Virginia, and was transferred to
        Capmark in February 2008 due to monetary default.  Year-
        end 2007 DSC for the property was 0.50x and occupancy was
        70%, compared with a DSC of 1.42x and an occupancy of 98%
        at issuance.  Standard & Poor's loss projection for this
        asset reflects S&P's revaluation of the properties using
        the borrower's 2007 financial statements, current market
        occupancy and rental rate information, and estimates for a
        stabilization period and deferred maintenance.  S&P's loss
        projection also incorporated a new draft appraisal and
        Capmark's internal valuation.  Standard & Poor's expects
        the liquidation of the asset will result in a significant
        loss to the trust.

     -- The remaining exposures with the special servicer have MBS
        Co.-related borrowers and were transferred for monetary
        default.  Details are:

     -- The Villas of Bristol Heights Apartments loan, the second-
        largest loan with the special servicer, has a total
        exposure of $29.2 million. The loan is secured by a
        351-unit multifamily property in Austin, Texas.  Capmark
        has received a third-party offer to transfer a controlling
        interest in the property, which would bring the loan
        current.  If the assumption closes, Capmark will transfer
        the loan back to the master servicer after a 90-day
        period.

     -- The Oaks of Ashford Apartment Homes asset is REO and has a
        total exposure of $9.2 million.  The asset is secured by a
        199-unit multifamily property in Houston, Texas.  There is
        a $3.3 million ARA in effect for this asset.

     -- The Oaks of Ashford Apartment Homes II asset is also REO
        and has a total exposure of $2.7 million.  The asset is
        secured by a 56-unit multifamily property in Houston,
        Texas.  There is a $1.0 million ARA in effect for this
        asset.  The master servicer provided inspections for both
        REO assets, which characterized the properties as "poor."

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $933.6 million (42%) and a weighted average
DSC of 1.75, compared with 1.75x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  One property
was characterized as "fair," while the remaining collateral was
characterized as "good."
     
Credit characteristics for Lakewood Center, Loews Universal Hotel
Portfolio, and 9701 Apollo Drive are consistent with those of
investment-grade obligations. Details of the loans are:

     -- The largest exposure in the pool, Lakewood Center, has a
        trust balance of $200.0 million (10%) and a whole-loan
        balance of $250.0 million.  The whole loan consists of a
        $218.0 million senior participation and a $32.0 junior
        participation, which is not securitized.  The loan is
        collateralized by 1,885,129 sq. ft. of a 2,089,867-sq.-ft.
        regional mall in Lakewood, California.  For the nine-
        months ended Sept. 30, 2007, DSC was 1.85x and occupancy
        was 88%.  Standard & Poor's adjusted net cash flow for
        this loan is up 5% compared with its level at issuance.

     -- The sixth-largest exposure in the pool, Loews Universal
        Hotel Portfolio, has a trust balance of $65.0 million (3%)
        and a whole-loan balance of $450.0 million.  The whole
        loan consists of five pari passu senior participations
        totaling $400.0 million and two pari passu junior
        participations totaling $50.0 million, which are
        securitized.  The loan is collateralized by three full-
        service resort properties totaling 2,400 rooms, located
        near Universal Studios in Orland, Florida.  For the year
        ended Dec. 31, 2007, DSC was 2.78x and the portfolio's
        weighted average daily rate was $222, up from $202 at
        issuance.  Standard & Poor's adjusted NCF for this loan is
        comparable to its level at issuance.

     -- 9701 Apollo Drive has a balance of $6.5 million.  The loan
        is collateralized by a 93,586-sq.-ft. office property in
        Largo, Maryland.  For the year ended Dec. 31, 2007, DSC
        was 2.27x and occupancy was 96%.  Standard & Poor's
        adjusted NCF for this loan is up 11% compared with its
        level at issuance.

Capmark reported a watchlist of 11 loans ($140.5 million, 6%), and
includes one of the top 10 exposures.  The Tropicana Center loan
is the seventh-largest exposure in the pool and the largest loan
on the watchlist.  The loan has a balance of $56.0 million (2%)
and is secured by a 578,051-sq.-ft. retail property in Las Vegas,
Nevada.  The loan appears on the watchlist because the second-
largest tenant, Wal-Mart Stores Inc. (AA/Stable/A-1+, 21% net
rentable area) is now dark.  For the year ended Dec. 31, 2007,
occupancy was 54%, and the loan is scheduled to begin amortizing
in August 2008.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.

       Ratings Lowered and Removed from Creditwatch Negative
     
                           COMM 2005-C6
   Commercial mortgage pass-through certificates series 2005-C6

                     Rating
                     ------
      Class       To        From            Credit enhancement
      -----       --        ----             -----------------
      E           BBB+      A-/Watch Neg           6.83%
      F           BBB-      BBB+/ Watch Neg        5.69%
      G           BB+       BBB/Watch Neg          4.56%
      H           BB-       BBB-/Watch Neg         3.54%
      J           B         BB+/Watch Neg          2.91%
      K           B-        BB/Watch Neg           2.40%
      L           CCC+      BB-/Watch Neg          2.15%
      M           CCC       B+/Watch Neg           1.52%
      N           CCC-      B/Watch Neg            1.39%
      O           CCC-      B-/Watch Neg           1.18%

                        Ratings Affirmed
     
                          COMM 2005-C6
   Commercial mortgage pass-through certificates series 2005-C6
   
               Class    Rating   Credit enhancement
               -----    ------    ----------------
               A-1      AAA            20.25%
               A-1A     AAA            20.25%
               A-AB     AAA            20.25%
               A-2      AAA            20.25%
               A-3      AAA            20.25%
               A-4      AAA            20.25%
               A-5A     AAA            20.25%
               A-5B     AAA            20.25%
               A-J      AAA            12.65%
               B        AA             10.63%
               C        AA-             9.74%
               D        A               8.10%
               X-C      AAA              N/A
               X-P      AAA              N/A


                     N/A  -- Not applicable.


COMM 2005-LP5: Credit Support Erosion Cues S&P's Rating Downgrades
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class N and O commercial mortgage pass-through certificates from
COMM 2005-LP5.  At the same time, S&P affirmed its ratings on 19
pooled certificates and three nonpooled certificates from this
series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of one of the three specially serviced assets,
the Elizabeth Multifamily Portfolio.  The affirmed ratings on the
pooled certificates reflect credit enhancement levels that provide
adequate support through various stress scenarios.  The affirmed
ratings on the nonpooled certificates reflect the full defeasance
of the General Motors Building loan in September 2007.
     
As of the April 10, 2008, remittance report, the collateral pool
consisted of 136 loans with an aggregate trust balance of
$1.714 billion, compared with 137 loans totaling $1.702 billion at
issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 96% of the nondefeased loans.   
The servicer-provided information comprised full-year 2006 (33%),
interim 2007 (17%), and full-year 2007 (46%) data. Using this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.84x, up from 1.72x at issuance.  There are
four delinquent loans in the pool: three are 30 days delinquent,
and one is 90-plus-days delinquent and with the special servicer,
CWCapital Asset Management LLC.  To date, the trust has not
experienced any losses.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $563.5 million (33%) and a weighted average
DSC of 2.10x, up from 1.60x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
eight of the assets underlying the top 10 exposures.  Three
properties were characterized as "excellent," while the remaining
collateral was characterized as "good."

Credit characteristics for the Lakeside Mall, Continental Plaza,
Woodfield Commons, and Chatham Ridge Shopping Center loan are
consistent with those of an investment-grade obligation.  Details
of the loans are:

  -- The second-largest exposure in the pool, Lakeside Mall, has a
     trust balance of $91.8 million (5%) and a whole-loan balance
     of $183.9 million.  The whole loan consists of a
     $91.9 million pari passu A-1 participation that serves as
     trust collateral in the GE Commercial Mortgage Corp. series
     2005-C1 transaction; and a $91.9 million A-2 participation,
     which supports the pooled certificates in COMM 2005-LP5.  The
     loan is collateralized by 643,375 sq. ft. of a 1,478,375-sq.-
     ft. regional mall in Sterling Heights, Michigan.  For the
     year ended Dec. 31, 2007, the DSC was 1.89x and occupancy was
     94%.  Standard & Poor's adjusted net cash flow for this loan      
     is down 7% compared to its level at issuance.

  -- The fourth-largest exposure in the pool, Continental Plaza,
     has a balance of $55.0 million (3%).  The hyper-amortizing
     loan is collateralized by a 579,778-sq.-ft. office property
     in Chicago, Illinois.  For the year ended Dec. 31, 2007, the
     DSC was 2.49x and occupancy was 90%.  Standard & Poor's
     adjusted NCF for this loan is comparable to its level at
     issuance.

  -- The 15th-largest loan in the pool, Woodfield Commons, has a
     balance of $17.5 million.  The loan is collateralized by a
     207,583-sq.-ft. retail property in Schaumburg, Illinois.  For
     the year ended Dec. 31, 2006, the DSC was 3.19x and occupancy
     was 99%.  Standard & Poor's adjusted NCF for this loan is up
     6% compared to its level at issuance.

  -- The 20th-largest loan in the pool, the Chatham Ridge Shopping
     Center, has a balance of $15.0 million.  The loan is
     collateralized by a 175,744-sq.-ft. retail property in
     Chicago, Illinois.  For the nine-month period ended Sept. 30,
     2007, the DSC was 3.44x and occupancy was 67%. Standard &
     Poor's adjusted NCF for this loan is up 9% compared to its
     level at issuance.

Details of the specially serviced loans are:

  -- Las Ventanas Apartments Homes loan is the 10th-largest loan
     in the pool and the largest loan with the special servicer,
     with a total exposure of $26.7 million.  The loan is secured
     by a 376-unit multifamily property in Houston, Texas, and was
     transferred to CWCaptial in October 2007 after the borrower,
     an MBS Company-related entity, filed for bankruptcy.  
     CWCapital has received a third-party offer to transfer a
     controlling interest in the property, and the loan will be
     brought current upon the ownership transfer.  If the
     assumption closes and the loan is brought current, CWCapital
     will transfer the loan back to the master servicer after 90-
     days.

  -- The Elizabeth Multifamily loan consists of six multifamily
     properties totaling 287 units in Elizabeth, New Jersey, and
     has a total exposure of $15.2 million.  The loan was
     transferred to the special servicer in December 2007 due to
     monetary default.  The property reported a DSC of 0.70x as of
     year-end 2006.  CWCapital is in the process of determining a
     workout strategy.

  -- The Galley Food Service loan is secured by a 25,705-sq.-ft.
     industrial property in Middlebury, Connecticut.  The loan was
     transferred to the special servicer on March 6, 2008, due to
     monetary default.  The loan is now current and will be
     returned to the master servicer in the coming months.
     
Midland reported a watchlist of 19 loans ($296.8 million, 17%),
including three of the top 10 exposures.  Twelve loans
($95.2 million, 5.7%) have reported DSCs below 1.1x.  Details of
the three top 10 loans on the watchlist are:

  -- The 63 Madison Ave. loan is the largest loan in the pool and
     the largest loan on the watchlist.  The loan has a trust
     balance of $105.0 million (6%) and a whole-loan balance of
     $165.0 million.   The loan is secured by a 797,377-sq.-ft.
     office property in Manhattan.  The loan appears on the
     watchlist because the largest tenant (50% of net rentable
     area) has filed for bankruptcy; however, the tenant sublets
     all of its leased space.  The property reported a DSC of
     2.83x as of year-end 2006.

  -- The Signature Ridge Apartments loan is the seventh-largest
     loan in the pool and has an outstanding balance of
     $35.9 million (2%).  The loan is secured by a 612-unit
     multifamily property in San Antonio, Texas.  The loan appears
     on the watchlist because the property was 84% occupied and
     reported a DSC of 0.96x as of year-end 2007.

  -- The 1156 Avenue of the Americas loan is the eighth-largest
     loan in the pool and has an outstanding balance of
     $33.6 million (2%).  The loan is secured by a 75,416-sq.-ft.
     office property in Manhattan.  The loan appears on the
     watchlist because the property reported a DSC of 1.04x as of
     year-end 2007.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       
                        Ratings Lowered
     
                         COMM 2005-LP5
   Commercial mortgage pass-through certificates series 2005-LP5

                           Rating
                           ------
             Class      To        From  Credit enhancement
             -----      --        ----  ------------------
             N          B-        B            1.44%
             O          CCC+      B-           1.18%

                        Ratings Affirmed
     
                         COMM 2005-LP5
   Commercial mortgage pass-through certificates series 2005-LP5
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-1A     AAA             20.91%
                A-SB     AAA             20.91%
                A-2      AAA             20.91%
                A-3      AAA             20.91%
                A-4      AAA             20.91%
                A-J      AAA             13.72%
                B        AA              10.85%
                C        AA-              9.93%
                D        A                8.23%
                E        A-               6.93%
                F        BBB+             5.49%
                G        BBB              4.57%
                H        BBB-             3.53%
                J        BB+              2.74%
                K        BB               2.35%
                L        BB-              2.09%
                M        B+               1.83%
                GMB-1    AAA                N/A
                GMB-2    AAA                N/A
                GMB-3    AAA                N/A
                X-C      AAA                N/A
                X-P      AAA                N/A

                      N/A - Not applicable.


COMSTOCK RESOURCES: S&P Affirms 'B+' Rating on Bois-Stone Deal
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Stone Energy Corp. and its 'BB-' corporate credit
rating on Comstock Resources Inc.  The outlook on both is stable.
     
At the same time, S&P placed the issue ratings on Stone's
subordinated notes and Comstock's senior notes on CreditWatch with
negative implications.  S&P rate Stone's subordinated notes 'B+',
with a recovery rating of '3', which indicates its expectation of
meaningful (50% to 70%) recovery in the event of default.  S&P
rate Comstock's senior notes 'B+', with a recovery rating of '5',
which indicates its expectation of modest (10% to 30%) recovery in
the event of default.

"These rating actions follow the announcement that Stone has
entered into a definitive agreement to acquire Bois d'Arc Energy
Inc., in which Comstock holds a 49% ownership interest," said
Standard & Poor's credit analyst Jeffrey Morrison. (Standard &
Poor's does not rate Bois d'Arc Energy Inc.)

Stone and Comstock are independent exploration and production
firms focused in Gulf of Mexico.
     
The CreditWatch listings on Stone and Comstock's subordinated
notes and senior notes issue ratings, respectively, reflect the
potential that S&P could lower the issue ratings and change the
recovery ratings in the near term.  S&P's concerns derive from
changes to the capital structure and assets caused by the
transaction--specifically, increased secured debt capacity at
Stone, and a reduced enterprise valuation at Comstock after the
sale of its interests in Bois d'Arc.  S&P expect to resolve the
CreditWatch in the near term.


CONEXANT SYSTEMS: Terminates Daniel Artusi as President & CEO
-------------------------------------------------------------
Conexant Systems, Inc. said that on April 21, 2008, it executed
an agreement with Daniel A. Artusi, pursuant to which:

   -- Mr. Artusi's service as President and Chief Executive
      Officer of the company ceased effective as of April 14,
      2008; and

   -- Mr. Artusi became a non-executive employee of the company,
      which position he held through April 25, 2008.

The agreement became effective on April 29, 2008.

Pursuant to the Artusi Agreement, the company elected to
terminate Mr. Artusi's employment as President and Chief
Executive Officer with the company per section 8(b)(ii) of the
original employment agreement between Mr. Artusi and the Company
dated June 21, 2007.  Mr. Artusi will receive certain
compensation and benefits that he is entitled to receive pursuant
to the 2007 Agreement as a result of his termination "without
cause" from the company.

Pursuant to his employment agreement, Mr. Artusi will receive a
lump sum separation payment in full and final settlement of
matters relating to his employment with the company of $2,716,438,
which payment will be paid within 30 days of April 25, 2008.  In
addition, all of Mr. Artusi's stock options and shares of non-
performance based restricted stock will vest and all vested stock
options may be exercised for two years from the date of
termination, after which time all of his stock options will
expire.

In addition, Mr. Artusi is restricted from competing with the
company or soliciting employees or customers of the Company,
which provisions will apply to Mr. Artusi until April 25, 2009.

Headquartered in Newport Beach, California, Conexant Systems,
Inc. (NASDAQ: CNXT) -– http://www.conexant.com/-- has a   
comprehensive portfolio of innovative semiconductor solutions
includes products for Internet connectivity, digital imaging,
and media processing applications.  Conexant is a fabless
semiconductor company that recorded revenues of US$809 million
in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

                      *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long term
corporate family and probability of default ratings at 'Caa1' in
October 2006.  The ratings still hold to date with a stable
outlook.


CONEXANT SYSTEMS: Names D. Scott Mercer as Chief Executive officer
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Conexant Systems, Inc. said that board member D. Scott
Mercer has been named chief executive officer.

The company also said that Christian Scherp, senior vice president
of Worldwide Sales, has been promoted to president, and that
Sailesh Chittipeddi, senior vice president of Global Operations,
has been promoted to executive vice president of Global Operations
and chief technical officer.

Mr. Mercer and Mr. Scherp replace Daniel Artusi, who had been
president and chief executive officer.  Mr. Artusi will be leaving
the company to pursue outside opportunities.

"We are fortunate that an executive of Scott's caliber and
experience has chosen to become Conexant's next chief executive
officer," said Dwight W. Decker, non-executive chairman of
Conexant's board of directors.  "Scott has been a Conexant
director for the past five years, so he is intimately familiar
with the issues facing our company.  I am confident that he will
provide the strategic leadership Conexant requires to attain the
next level of performance."

Mr. Mercer, 57, will continue as a company director.

"I want to thank Dwight and the Conexant board for giving me the
opportunity to lead the company," Mr. Mercer said.  "Over the past
three quarters, the Conexant team has done a good job of
reducing costs and improving financial performance, and we must
continue to drive progress in these areas.  Our highest priority
right now is to determine the best way to deliver increased
value to customers and shareholders.  I am looking forward to
working with Christian, Sailesh, and the rest of the senior team
in the coming weeks to evaluate our market and financial
positions, and to establish a clear strategic direction for our
company.

"I would also like to thank Dan for his service, and wish him
the best in his future endeavors," Mr. Mercer said.

Mr. Mercer serves on the boards of Palm, Inc., Polycom, Inc.,
SMART Modular Technologies, Inc., and Adaptec, Inc., where he is
chairman.  In 2005, Mr. Mercer was named interim chief executive
officer at Adaptec.  Before that, he spent a total of eight
years at Western Digital Corporation in positions that included
executive vice president, chief financial and administrative
officer, and senior vice president and advisor to the CEO.  He
also spent a year at TeraLogic, Inc. as chief financial officer,
five years at Dell, Inc. in a variety of financial-management
positions, and seven years at LSI Logic Corporation, where he
was promoted to chief financial officer.  After graduating with
a bachelor's degree in Accounting from the California
Polytechnic University at Pomona, Mr. Mercer spent seven years
with Price Waterhouse in San Jose, California.

In his new position as president, Mr. Scherp, 42, will report to
Mr. Mercer and be responsible for the activities and results of
Conexant's three business units in addition to managing the
company's global sales force.  Prior to joining Conexant in June
2005, Mr. Scherp spent eight years with Infineon Technologies
North America.  In his last position at Infineon, he served as
vice president and general manager of the company's
Wireless/Wireline Communications Group.  He was also vice
president of marketing for the Wireline Communications Group, and
vice president and general manager of the Communications Group's
wide area networking business.  Before Infineon was spun-off from
Siemens AG in 1997, Scherp spent six years in a variety of
positions in engineering, marketing and business planning at
Siemens.  He holds a master's degree in electrical and electronics
engineering, and a master's degree in business administration
from the Technical University of Munich, Germany.

Mr. Chittipeddi, 45, joined Conexant in June 2006 as senior vice
president of Global Operations.  In his new role, Mr. Chittipeddi
will report to Mr. Mercer and be responsible for Global
Operations, Quality, Worldwide Manufacturing Engineering, Design
Platform Engineering, and Purchasing.  Prior to joining Conexant,
Mr. Chittipeddi held several senior operations-related positions
with Agere Systems, Lucent Technologies, and AT&T
Microelectronics.  He also served as Lucent's SEMATECH
representative, and was a member of the Technical Staff with
AT&T Bell Labs.  Mr. Chittipeddi holds a master's degree in
business administration from the University of Texas at Austin, a
master's degree and a doctorate in physics from Ohio State
University, and a master's degree in physics from Northern
Illinois University.  He also holds 59 U.S. patents related to
semiconductor process, package, and design, and has authored
nearly 40 publications.

                       About Conexant

Headquartered in Newport Beach, California, Conexant Systems,
Inc. (NASDAQ: CNXT) -– http://www.conexant.com/-- has a   
comprehensive portfolio of innovative semiconductor solutions
includes products for Internet connectivity, digital imaging,
and media processing applications.  Conexant is a fabless
semiconductor company that recorded revenues of US$809 million
in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

                      *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long term
corporate family and probability of default ratings at 'Caa1' in
October 2006.  The ratings still hold to date with a stable
outlook.


CONSTAR INT'L: Customer Losses Spur Houston Facility Closure
------------------------------------------------------------
Constar International Inc. has decided to close its manufacturing
facility in Houston, Texas, by the end of May 2008.  This decision
resulted from customer losses and a strategic decision to exit the
limited extrusion blow-molding business supported by the Houston
facility.

The company will continue to service the Houston plant's PET
business using existing assets at the Company's Dallas, Texas
facility.  The cumulative cash flow impact to the company is
expected to turn positive in the fourth quarter of 2008, with cash
restructuring expenses being offset by overhead cost savings.

In connection with the closing of the Houston facility, the
company expects to incur total restructuring charges of
approximately $4.4 million to $4.8 million.  The total charges
include:

   (i) an estimated $2.1 million related to costs to exit the
       Houston facility,

  (ii) an estimated $500,000 related to employee severance and
       other termination benefits, and

(iii) an estimated $2.0 million of accelerated depreciation and
       other non-cash charges.  Of these total charges,
       approximately $3.0 million represent cash expenditures
       expected to be approximately $1.0 million in each of 2008-
       2010.

The company anticipates annual cost savings of approximately
$2.0 million as a result of this action.

Based in Philadelphia, Pennsylvania, Constar International
(NASDAQ: CNST) -- http://www.constar.net/-- is a manufacturer of  
PET plastic containers for food and beverages.  In addition, the
company produces plastic closures and other non-PET containers
representing less than 4% of sales.  Approximately 78% of the
company's revenues in 2007 were generated in the United States,
with the remainder attributable to its European operations.

                          *     *     *

Constar International Inc. still carries Moodys' Caa2 Senior
Subordinate Debt assigned on Sept. 11, 2006.


COUNTRYWIDE FINANCIAL: To Testify Before Senate on Bankr. Abuses
----------------------------------------------------------------
Countrywide Financial Corp. is scheduled to testify at a U.S.
Senate panel hearing for dubious and questionable lending
practices, Reuters reports, citing Democratic senator Charles
Schumer.

Countrywide loan servicing head Steve Bailey will give testimony
before Mr. Schumer's Senate judiciary subcommittee on
Countrywide's alleged abuses of the bankruptcy system, says
Reuters.  In addition, a professor at the University of Iowa will
be giving expert testimony on various homebuilder fees exacted
from borrowers.

As reported in the Troubled Company Reporter on Mar. 12, 2008, the
U.S. Federal Bureau of Investigation is continuing to field
evidence from its investigation of the mortgage lender, which
potentially exposes the company's slipshod and dubious lending
practices.  The FBI discovered that many loan documents bear
incorrect and faulty information on the mortgage clients the
mortgage lender was servicing.

Countrywide is not new to homeowner lawsuits.  As reported in the
Troubled Company Reporter on March 3, 2008, the Office of the U.S.
Trustee Program also filed a complaint against Countrywide for
alleged abuses within bankruptcy proceedings against certain
homeowner complainants.

                  About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified            
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


COUNTRYWIDE FINANCIAL: Unveils Funding with BofA for Homeowners
---------------------------------------------------------------
Bank of America N.A. and Countrywide Financial Corporation
disclosed additional details regarding a $35 million neighborhood
preservation and foreclosure prevention package both companies
announced last week in Chicago.  The commitment includes
foreclosure prevention efforts by both financial institutions.

The package, which is comprised of both grants and low-cost loan
or investments in nonprofit organizations, addresses the nation's
ongoing mortgage foreclosure crisis and will complement efforts
undertaken by the U.S. government and other housing agencies, such
as the $180 million allocation from U.S. Department of Housing and
Urban Development to NeighborWorks(R) America to boost the
capacity of both national and local nonprofits engaged in
foreclosure prevention and mitigation activities.

"Foreclosures have devastating social and economic consequences on
families and communities," said Andrew D. Plepler, president, Bank
of America Charitable Foundation.  "Both Bank of America and
Countrywide recognize that we have a shared responsibility to
strengthen our neighborhoods by helping individuals and families
keep their homes.  We are pleased to do our part to address this
ongoing crisis."

The Bank of America neighborhood preservation and foreclosure
prevention package includes:

   -- $10 million in direct grants from the Bank of America
      Charitable Foundation to enhance the capabilities of
      national and local nonprofit organizations focused on
      foreclosure prevention counseling and mitigation.  Estimates
      indicate at least 40,500 people will receive counseling or
      other support services as a result of these grants.

   -- $15 million in program related investments (PRI), a long-
      term, repayable loan or investment offered at below-market
      interest rates to help nonprofit organizations preserve
      affordable housing and rental units in deeply impacted
      cities by acquiring and redeploying foreclosed properties.

   -- $5 million in unallocated grants to address future needs,
      including counseling and property disposition efforts.
      Countrywide, in conjunction with its community partners, has
      allocated $5 million for neighborhood stabilization and
      foreclosure prevention through 2008.

Under the program, the Bank of America Charitable Foundation has
already allocated $10 million in direct grants.  National grant
recipients will utilize funds to support their local affiliates in
cities across the U.S., as well as develop and expand programs to
further assist their constituents.  The funding will be used to
help these organizations conduct outreach to distressed homeowners
through the creation of hotlines, foreclosure prevention and
mitigation training for counselors, expanded community outreach
and staffing increases.

These national grant recipients include:

   * ACORN Housing Corporation (Chicago) - $2 million
   * Consumer Credit Counseling Service of
     Greater Atlanta (Atlanta) - $500,000
   * Housing Partnership Network (Boston) - $200,000
   * National Community Reinvestment
     Coalition (Washington, D.C.) - $500,000
   * National Foundation for Credit
     Counseling (Silver Spring, MD) - $250,000
   * Homeownership Preservation
     Foundation (Minneapolis) - $250,000
   * National Urban League (New York) - $300,000
   * NeighborWorks(R) America (Washington, D.C.) - $1 million

More than $4 million in local grants have been allocated to
nonprofit organizations in states that have been
disproportionately impacted by the foreclosure crisis.  Those
states include Arizona, California, Florida, Illinois, Nevada, New
York and Texas.

"Bank of America and Countrywide are taking a strong leadership
role in addressing this ongoing crisis, and I commend them for
contributing to the solution," said Ken Wade, CEO,
NeighborWorks(R) America.  "Homeowners facing foreclosure often
have to turn to nonprofit organizations, like NeighborWorks(R) and
our partners, for assistance.  I am pleased so many groups will
have additional resources to perform their critical work thanks to
the generous contributions of Bank of America and Countrywide."

Both Bank of America and Countrywide are founding members of HOPE
NOW, an alliance between counselors, mortgage market participants
and mortgage servicers to create a unified, coordinated plan to
reach and help as many homeowners as possible.  Data from HOPE NOW
indicates that from July 2007 through February 2008, mortgage
servicers provided loan workouts that enabled about 1.2 million
individuals to retain their homes.

Earlier this week, Bank of America made several announcements
further demonstrating the company's commitment to support vibrant
and healthy communities.  Beginning in 2009, Bank of America will
embark on a new $1.5 trillion community development lending and
investing goal over the next ten years.  The goal is the largest
in U.S. history.  Also beginning in 2009, the company will begin a
new ten-year, $2 billion corporate philanthropy goal, continuing
its tradition of being one of the most generous financial
institutions in the world.

Additionally, the Office of the Comptroller of the Currency
notified Bank of America last week that it had received a sixth-
consecutive 'outstanding' rating during its most recent Community
Reinvestment Act exam.  This is the highest possible
acknowledgement from the OCC, and covered a 3-year assessment
period between 2004-2006.

                      About Bank of America

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

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified            
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


CRYSTAL RIVER: Moody's Confirms Ratings of Nine Classes of Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of nine classes of
Notes issued by Crystal River Resecuritization 2006-1 Ltd.:

  -- Class A, $222,492,000, Floating Rate Notes Due 2047, affirmed
     at Aaa

  -- Class B, $35,131,000, Floating Rate Notes Due 2047, affirmed
     at Aa2

  -- Class C, $17,565,000, Floating Rate Deferrable Interest Notes
     Due 2047, affirmed at A1

  -- Class D, $19,517,000, Floating Rate Deferrable Interest Notes
     Due 2047, affirmed at A3

  -- Class E, $10,734,000, Floating Rate Deferrable Interest Notes
     Due 2047, affirmed at Baa1

  -- Class F, $9,271,000, Floating Rate Deferrable Interest Notes
     Due 2047, affirmed at Baa2

  -- Class G, $4,391,000, Floating Rate Deferrable Interest Notes
     Due 2047, affirmed at Baa3

  -- Class J, $14,638,000, Fixed Rate Deferrable Interest Notes
     Due 2047, affirmed at Ba2

  -- Class K, $19,517,000, Fixed Rate Deferrable Interest Notes
     Due 2047, affirmed at B2

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

As of the March 24, 2008 distribution date, the transaction has an
aggregate collateral principal balance of $390.5 million, the same
as at the end of ramp-up period.  The Notes are currently
collateralized by 71 classes of CMBS securities from 32 separate
transactions.

Since issuance, among the 43 Moody's rated CMBS classes (59.0% of
the pool balance), there have been no rating changes.  Credit
estimates were performed on the 28 non-Moody's rated CMBS classes
(41.0%).  There have been no realized losses.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the current WARF is 1,664 compared to 1,668 at
issuance.  Moody's reviewed the ratings or performed credit
estimates on all the collateral supporting the Notes.  The
distribution is: Baa1-Baa3 (50.1% compared to 48.6% at issuance),
Ba1-Ba3 (30.9% compared to 32.3% at issuance), B1-B3 (9.4%
compared to 9.4% at issuance), and Caa1-NR (9.6% compared to 9.6%
at issuance).

The CMBS securities are from pools securitized between 2002 and
2007.  The two largest vintage exposures are 2006 (60.2%) and 2005
(32.0%).  The five largest CMBS exposures are CSMC 2006-C4
(13.3%), CSMC 2006-C1 (12.1%), BSCMS 2006-PW13 (12.0%), BSCMS
2005-PWR9 (8.0%), and COMM 2005-C6 (7.2%).


DAN RIVER: Organizational Meeting to Form Committees on May 6
-------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene an organizational meeting in Dan River Holdings, LLC
and its affiliates' chapter 11 cases tomorrow, May 6, 2008, at
11:00 a.m.  The meeting will be held at the J. Caleb Boggs Federal
Building, located at 844 King Street, Room 5209, in Wilmington.

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

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.www.danriver.com/-- manufactures and markets textile  
products for the home fashions, apparel fabrics and industrial
markets.

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

Dan River's operations was acquired by GHCL Ltd. in January 2006
for approximately $93 million consisting of $17 million in cash
plus the assumption of $76 million in short- and long-term debt.  
On March 24, 2008, GHCL announced plans to close its home textiles
sourcing and manufacturing segment, affecting Dan River as well as
GHCL's HW Baker and Best Textiles divisions.

Dan River Holdings, LLC, Dan River, Inc. and three other
affiliates filed for Chapter 11 protection on April 20, 2008
(Bankr. D. Del. Lead Case No. 08-10727).  Margaret M. Manning,
Esq., at Whiteford Taylor & Preston, represents the Debtors in
their restructuring efforts.  As of April 20, the Debtors  listed
assets between $50 million to $100 million and debts between $100
million to $500 million.


DIAGNOSTIC IMAGING: S&P Upgrades Corporate Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Center for Diagnostic Imaging Inc. to 'B+' from 'B'.  
The outlook is stable.

At the same time, S&P raised its rating on CDI's senior secured
credit facilities to 'B+' (the same as the corporate credit
rating) from 'B'.  The recovery remains unchanged at 4, indicating
the expectation for average (30% to 50%) recovery in the event of
a payment default.

These actions reflect Minneapolis, Minnesota-based CDI's
increasing geographic diversity, improved operations, and
conservative financial policies.

"The speculative-grade rating on CDI reflects the company's
relatively small presence in the competitive medical imaging
field, reimbursement risk, and limited financial resources," said
Standard & Poor's credit analyst Cheryl Richer.
    
"These factors overshadow favorable demand prospects related to
the aging population and the benefits of imaging, which can
preclude more expensive medical procedures and help in the
diagnosis of additional diseases."

CDI provides diagnostic imaging services to patients through its
network of 50 fixed-site facilities in eight states.


DRAKE MANAGEMENT: To Liquidate $2.5 Billion Investment Fund
-----------------------------------------------------------
Katherine Burton at Bloomberg News reports that Drake Management
LLC is winding down the $2.5 billion Global Opportunities Fund,
its largest hedge fund, after losses prompted clients to withdraw
investments.

The Global Opportunities Fund lost 25% last year on wrong-way bets
on U.S. Treasuries, as well as Japanese bonds and stocks in
developed markets, Bloomberg says, citing a year-end report Drake
sent to investors.  The fund manager borrowed about $12 for every
$1 of net assets as of Dec. 31, according to a separate report by
Bloomberg in March.

Bloomberg says Drake's managers, Anthony Faillace and Steve
Luttrell, will decide on the fate of its two other hedge funds by
the end of the May and plan to start a new fund this year.

Drake also runs the $1.3 billion Drake Absolute Return Fund and
the $160 million Drake Low Volatility Fund.  Bloomberg relates
that the Drake Absolute Return Fund fell 14% in 2007.

Mr. Luttrell has said current investors have committed about $300
million to a new Absolute Return fund, Bloomberg reports.  The two
managers will continue to manage $8 billion in traditional fixed-
income accounts, according to Bloomberg.

In a report by the Troubled Company Reporter on March 14, 2008,
Drake restricted client redemptions or allowed clients to shift
assets to a new fund.  In an 11-page letter to investors dated
March 12, Drake said it "would seem more probable that the market
disruptions we have experienced will not abate in the short term,
but will instead continue for some time."

The Wall Street Journal, citing a person familiar with the
situation, said in March Drake also was likely to stop investor
withdrawals from its two other hedge funds.

Ms. Burton, citing Drake's letter to investors, relates that
clients had voted to switch about $500 million to the new fund,
but when some investors opposed splitting the assets, Drake
decided to liquidate Global Opportunities.  Ms. Burton reports
that investors may get most of their money back by the end of the
year.  The shut down, she says, is scheduled to be completed by
the first quarter of 2009.

New York-based Drake is an investment advisor registered with the
Securities and Exchange Commission, specializing in active fixed
income strategies.  The firm was founded in May 2001  with the
goal of delivering attractive risk-adjusted returns for
substantial investors worldwide.

Founded by Anthony Faillace and Steve Luttrell, who both
previously worked at New York-based BlackRock and Pacific
Investment Management Co. in Newport Beach, California, Drake
began managing assets in January 2002.  Drake currently manages
more than $10 billion.

With more than 100 professionals, Drake has offices in Tokyo,
Japan; Miami, Florida; Sao Paulo, Brazil; and Istanbul, Turkey.


DUKE FUNDING: Poor Credit Quality Prompts Moody's Rating Cuts
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Duke
Funding XI, Ltd.:

Class Description: $704,000,000 Senior Swap

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $33,000,000 Class X Floating Rate Notes Due
2013

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

Class Description: $132,000,000 Class A-1E Floating Rate Notes Due
2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $88,000,000 Class A-2E Floating Rate Notes Due
2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $48,000,000 Class A-3E Deferrable Interest
Floating Rate Notes Due 2046

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

Class Description: $67,000,000 Class B-1E Deferrable Interest
Floating Rate Notes Due 2046

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

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


DUKE FUNDING: Moody's Junks Ratings on $78 Mil. Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Duke Funding X, Ltd.:

Class Description: $852,000,000 Senior Swap Agreement dated as of
April 12, 2006

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $72,000,000 Class A1 Senior Secured Floating
Rate Notes due April 9, 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $105,000,000 Class A2 Senior Secured Floating
Rate Notes due April 9, 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $78,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due April 9, 2046

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

Class Description: $19,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes due April 9, 2046

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

Class Description: $20,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes due April 9, 2046

  -- Prior Rating: Ba3, 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.


EDUCATION RESOURCES: Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
Phoebe Morse, U.S. Trustee for Region 1, appointed five members to
the Official Committee of Unsecured Creditors in The Education
Resources Institute Inc.'s Chapter 11 case.  

The panel consists of:

   (1) Bank of America
       One Federal Street, 5th Floor
       Boston, MA 02110
       Tel. No. (617) 346-2671
       Attn: Thomas J. Flanagan
       thomas.j.flanagan@bankofamerica.com

   (2) US Bank
       800 Boylston Street
       Boston, MA 02199-8004
       Tel. No. (617) 722-4937
       Attn: David J. Reier
       dreier@pbl.com
      
   (3) M&T Bank
       One M & T Plaza
       Buffalo, NY 14203
       Tel. No. (716) 842-2301
       Attn: Lisa Bertino Beaser
       lbeaser@mandbank.com
      
   (4) Nellie Mae
       1250 Hancock Street, Suite 205 N
       Quincy, MA 02169-4331
       Tel. No. (781) 348-4299
       Attn: Michael A. Carey, CPA
       mcarey@nmefdn.org

   (5) Wachovia Securities and Wachovia Capital Markets, LLC
       301 South College Street, NCO537
       Charlotte, NC 28288
       Tel. No. (704) 383-1172
       Attn: Thomas M. Cambern,
       tom.cambern@wachovia.com

Mr. Cambern of Wachovia is the Committee's chairperson.

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


ELEPHANT TALK: Kabani & Co Expresses Going Concern Doubt
--------------------------------------------------------
Kabani & Company, Inc., raised substantial doubt on the ability of
Elephant Talk Communications, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  The auditor pointed to the company's net
loss of $12,057,732, working capital deficit of $24,429,464,
accumulated deficit of $29,019,832 and cash used in operations of
$3,449,351.

The increase in net cash used in operating activities for the year
ended Dec. 31, 2007, is primarily due to the increase in loss of
$7,228,067 in 2007, decrease in accounts receivable of $991,412,
increase in prepaid expenses of $183,556, decrease in accounts
payable and customer deposits of $916,376, decrease in deferred
revenue of $11,444 and increase in accrued expenses and other
payable of $1,428,141.

Net cash used in investment activities for the year ended Dec. 31,
2007, was $2,037,269.  Cash used to purchase plant and equipment
was $2,154,559, restricted cash deposit for inter-connect was
$23,266, cash paid for acquisition of subsidiary was $241,883 and
cash obtained from acquisitions was $382,439.

Net cash received by financing activities for the year ended
December 31, 2007 was $9,085,991. The Company received $8,498,471
from the sales of shares of its common stocks and $561,520 from
third parties.

As a result, the Company recorded a cash and cash equivalent
balance of $4,366,312 as of Dec. 31, 2007, a net increase in cash
and cash equivalent of $4,034,311 for the year ended Dec. 31,
2007.

Management has devoted considerable efforts during the period
ended Dec. 31, 2007, and in the first few months of 2008 towards
obtaining additional equity financing, controlling of salaries and
general and administrative expenses, management of accounts
payable, settlement of debt by issuance of common shares and
strategically acquire profitable companies that bring synergies to
the company's products and services.  Management believes the
company's existing available cash, cash commitments, cash
equivalents and short term investments as of Dec. 31, 2007, in
combination with continuing contractual commitments will be
sufficient to meet our anticipated capital requirements until the
May 2008.

The company posted a net loss of $12,057,732 on total revenues of
$47,361,028 for the year ended Dec. 31, 2007, as compared with a
net loss of $4,829,663 on total revenues of $158,292 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $24,608,228
in total assets and $34,322,539 in total liabilities, resulting in
$9,714,311 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $9,661,500 in total current assets
available to pay $34,090,964 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?2ae8

                        About Elephant Talk

Based in Orange, California, Elephant Talk Communications Inc.
(OTC BB: ETLK) -- http://www.elephanttalk.com/-- until recently  
was engaged in the long distance telephone business in China and
the Special Administrative Region Hong Kong.  The company
currently operates a switch-based telecom network with national
licenses and direct fixed line interconnects with the
Incumbents/National Telecom Operators in eight (8) European
countries, one (1) in the Middle East (Bahrain), licenses in
Hong Kong and the U.S.A. and partnerships with telecom operators
in Scandinavia, Poland, Germany and Hong Kong.


ENHANCED MORTGAGE: Fitch Cuts Rating on $6MM Notes to CCC from BBB
------------------------------------------------------------------
Fitch Ratings has downgraded five classes of notes issued by
Enhanced Mortgage Backed Securities Fund III, Ltd.  These rating
actions are the result of Fitch's review process and are effective
immediately:

  -- $130,000,000 class A-1 notes are downgraded to 'BB' from
     'AAA' and are placed on Rating Watch Negative;

  -- $14,000,000 class A-2 notes are downgraded to 'B+' from 'A+'
     and remain on Rating Watch Negative;

  -- $20,000,000 class A-3 notes are downgraded to 'B-' from
     'BBB+' and remain on Rating Watch Negative;

  -- $6,000,000 class A-4 notes are downgraded to 'CCC' from
     'BBB';

  -- $30,000,000 preference shares are downgraded to 'CCC' from
     'B-';

The ratings for each of the class A-1, A-2, A-3, and A-4 notes
reflects the likelihood that investors will receive periodic
interest payments through the redemption date as well as their
respective stated principal balances.  The rating of the
preference shares reflect the likelihood that investors would
receive aggregate payments in an amount equal to the principal
amount on or prior to the redemption date.

EMBS III, a mortgage market value collateralized debt obligation,
is collateralized by fixed, floating, and adjustable rate
mortgage-backed securities, collateralized mortgage obligations,
asset backed securities, U.S. government obligations, corporate
securities, and cash/cash equivalents.  Portfolio restrictions
limit the exposure to these particular assets as well as the
percentage of assets that fall under the 'AAA', 'AA', 'A', and
'BBB' credit levels.  Other key covenants include limits on
effective duration, utilization of leverage, and net asset value.  
Effective duration, which measures total interest rate risk, and
net asset value, the current asset value as a percentage of net
asset value at inception, are the two main criteria used to
measure these deals.

The NAV level in this program has experienced a significant
decline, thereby putting the transaction closer to hitting the
class C and class D trigger levels.  In the event these triggers
are breached, the transaction would be forced to sell assets which
would result in the realization of further losses.

In addition to overall price declines, Fitch now views the
collateral in the program as having greater price volatility,
potential for credit migration, and as less liquid in the current
market.  These factors have made the subordination in the program
inconsistent with higher rating levels.  Fitch has recently
published a revised criteria for Market Value Structures.  This
updated criteria reflects the agency's revised views on asset
liquidity, price volatility, and overall market risk.


ENHANCED MORTGAGE: Fitch Junks Rating on $6MM Class A-4 Notes
-------------------------------------------------------------
Fitch Ratings has downgraded five classes of notes issued by
Enhanced Mortgage Backed Securities Fund IV, Ltd.  These rating
actions are the result of Fitch's review process and are effective
immediately:

  -- $130,000,000 class A-1 notes are downgraded to 'BB' from
     'AAA' and are placed on Rating Watch Negative;

  -- $14,000,000 class A-2 notes are downgraded to 'B' from 'A+'
     and remain on Rating Watch Negative;

  -- $20,000,000 class A-3 notes are downgraded to 'B-' from 'BB'
     and remain on Rating Watch Negative;

  -- $6,000,000 class A-4 notes are downgraded to 'CCC' from 'B'
     and removed from Rating Watch Negative;

  -- $30,000,000 preference shares are downgraded to 'CCC/DR6'
     from 'CCC/DR5' and removed from Rating Watch Negative;

The ratings for each of the class A-1, A-2, A-3, and A-4 notes
reflects the likelihood that investors will receive periodic
interest payments through the redemption date as well as their
respective stated principal balances.  The rating of the
preference shares reflect the likelihood that investors would
receive aggregate payments in an amount equal to the principal
amount on or prior to the redemption date.

EMBS IV, a mortgage market value collateralized debt obligation,
is collateralized by fixed, floating, and adjustable rate
mortgage-backed securities, collateralized mortgage obligations,
asset backed securities, U.S. government obligations, corporate
securities, and cash/cash equivalents.  Portfolio restrictions
limit the exposure to these particular assets as well as the
percentage of assets that fall under the 'AAA', 'AA', 'A', and
'BBB' credit levels.  Other key covenants include limits on
effective duration, utilization of leverage, and net asset value.  
Effective duration, which measures total interest rate risk, and
net asset value, the current asset value as a percentage of net
asset value at inception, are the two main criteria used to
measure these deals.

The NAV level in this program has experienced a significant
decline, thereby putting the transaction closer to hitting the
class C and class D trigger levels.  In the event these triggers
are breached, the transaction would be forced to sell assets which
would result in the realization of further losses.

In addition to overall price declines, Fitch now views the
collateral in the program as having greater price volatility,
potential for credit migration, and as less liquid in the current
market.  These factors have made the subordination in the program
inconsistent with higher rating levels.  Fitch has recently
published a revised criteria for Market Value Structures.  This
updated criteria reflects the agency's revised views on asset
liquidity, price volatility, and overall market risk.


EQUAL-CHLOR LLC: Can Access Prudent Insurance's $10 Mil. Facility
-----------------------------------------------------------------
Hon. Paul B. Snyder of the United States Bankruptcy Court for the
Western District of Washington authorized Equa-Chlor LLC to obtain
postpetition financing of up to $10,000,000 from The Prudential
Insurance Company of America, as agent and lender.

Proceeds of the loans will be used (i) for working capital and
other general corporate purposes, (ii) to pay interest, fees and
expenses owed to the lenders, (iii) to make adequate protection
payments, and (v) to pay professionals' fees and expenses.

The DIP agreement is subject to a $400,000 carve-out for payments
to professional advisors to the Debtor, any committee appointed in
this case and U.S. Trustee of Court fees.

As security for the postpetition obligations, the Debtor grants
Prudential Insurance first lien on unencumbered property, liens
priming disputed parsons lien and prepetition liens, and liens
junior to certain other lien.

                        About Equa-Chlor

Equa-Chlor, L.L.C., dba Equa-Chlor Marketing, L.L.C., operates a
chemical manufacturing plant in Longview, Washington.  Equa-Chlor
filed for chapter 11 bankruptcy protection February 15, 2008,
before the U.S. Bankruptcy Court for the Western District of
Washington in Tacoma (Case No. 08-40599).  Bruce W. Leaverton,
Esq., at Lane Powell PC, serves as the Debtor's bankruptcy
counsel.  The U.S. Trustee for Region 18 appointed six creditors
to serve on an Official Committee of Unsecured Creditors.  Its
schedules showed assets of $82,984,283 and debt of $65,244,163.


EXCELLO ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Excello Engineered Systems, LLC
        8146 Bavaria Rd.
        Macedonia, OH 44056

Bankruptcy Case No.: 08-51424

Type of Business: The Debtor manufactures plastic products, motor
                  vehicle parts and accessories, and miscellaneous
                  industry machinery.

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Joseph F. Hutchinson, Jr., Esq.
                  Email: jhutchinson@bakerlaw.com
                  Thomas M. Wearsch, Esq.
                  Email: twearsch@bakerlaw.com
                  Baker & Hostetler
                  3200 National City Ctr.
                  1900 E. Ninth St.
                  Cleveland, OH 44114
                  Tel: (216) 621-0200
                       (216) 861-7303

                  Fax: (216) 696-0740
                  http://www.bakerlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Voltek, LLC                    trade debt            $427,999
17 Allen Ave.
Coldwater, MI 49036
Tel: (800) 544-2254

Bostik, Inc.                   trade debt            $332,550
11320 Watertown Plank Road
Milwaukee, WI 53226-3434
Tel: (800) 558-4302

Minute Men, Inc.               trade debt            $296,775
3740 Carnegie Ave.
Cleveland, OH 44115-2716
Tel: (216) 426-9675

Blako Industries               trade debt            $285,609
10850 Middleton Pike
Dunbridge, OH 43414-0179
Tel: (419) 833-4491

Plexus                         trade debt            $175,310

Highland Plastics, Inc.        trade debt            $147,786

Tech Center, Inc.              trade debt            $140,651

Bureau of Workers'             trade debt            $128,797
Compensation

Anthem Blue Cross & Blue       trade debt            $110,348
Shield

R.C. Schmidt & Sons, LLC       trade debt            $97,933

Technicote                     trade debt            $92,393

Southern Film Extruders, Inc.  trade debt            $78,943

Liberty Property, LP           trade debt            $78,938

Joslyn Manufacturing Co., Inc. trade debt            $68,029

Jarrett Logistics Systems      trade debt            $61,932

Chicago Electric Sales, Inc.   trade debt            $54,003

Industrial Model, Inc.         trade debt            $51,575

WebsterDubyak Co., LPA         trade debt            $50,013

Amros Industries, Inc.         trade debt            $48,159

Piqua Technologies, Inc.       trade debt            $39,228


FEDDERS CORP: Wants to Sell Air Quality Biz for $25 Million
-----------------------------------------------------------
Fedders Corporation asked the U.S. Bankruptcy Court for the
District of Delaware for permission to sell its indoor air quality
business and related assets for $25 million, Bankruptcy Data
reports.

The stalking horse bidder, according to the report, is composed of
Tomkins Industries, Tomkins Finance, Air System Components
Investments China Limited and Ruskin Air Management Limited.  The
assets for sale include the assets of FI, Herrmidifier, Trio,
Trion Limited and Envirco's, the report relates.  Tomkins Finance
will buy Trion GmbH, Ruskin Air will buy Trion Limited, and Air
Systems will buy Fedders Indoor Air Quality(Suzhou) Co., report
adds.

Under an asset purchase agreement, the break-up fee is at
$625,000, Bankruptcy Data says.

Bids, plus a $2.5 million deposit, must be submitted by May 15,
2008, based on the report.  The public sale of the assets is set
for May 22, 2008, and the sale hearing is set for May 22, 2008,
Bankruptcy Data reports.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

The Debtors have sought an extension of their exclusive plan
filing period until May 31, 2008.


FORD MOTOR: To Offer Buyouts to 1,300 Chicago & Louisville Workers
------------------------------------------------------------------
Ford Motor Company spokeswoman Angie Kozleski disclosed that the
automaker intends to offer buyouts to 800 workers in an assembly
plant in Chicago, Illinois, and to 500 workers in an assembly
plant in Louisville, Kentucky, several papers report.

The Associated Press relates that workers in an engine plant in
Cleveland, Ohio, will also be offered buyouts, although, figures
weren't reported.

As reported in the Troubled Company Reporter on March 4, 2008,
Ford disclosed plans to further align its capacity with demand at
four U.S. manufacturing facilities as it works to return its North
American operations to profitability by 2009.  The Chicago
Assembly Plant and Louisville Assembly Plant will operate on one
shift beginning this summer.  The date for the shift reduction has
not been finalized.  Cleveland Engine Plant #2 will operate on one
shift beginning in late April.  In addition, Cleveland Engine
Plant #1, which has been idled since May 2007, will resume
production in the fourth quarter.  The company had planned to
resume production resume this spring.

AP recounts that the Chicago plant produces the Ford Taurus and
Mercury Sable sedans and Taurus X crossover vehicle, while the
Louisville assembly facility manufactures the Ford Explorer and
Mercury Mountaineer sport utility vehicles.  The Cleveland plant
produces engines.

Michael Dolan of The Wall Street Journal writes that the automaker
is instigating another round of buyouts since only 4,200 hourly
workers had accepted the company's latest buyout and early
retirement offers in April.  The company expected 8,000 workers to  
accept the compensation packages last month.

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.


FOX TROT: Three Classes of Notes Acquire Moody's Junk Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Fox Trot
CDO Ltd.:

Class Description: $40,000,000 Class A Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $36,000,000 Class B Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: $19,000,000 Class C Deferrable Secured Floating
Rate Notes Due 2051

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

Class Description: $15,000,000 Class D Deferrable Secured Floating
Rate Notes Due 2051

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

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


GENERAL MOTORS: Total April 2008 Sales Decrease 16 Percent
----------------------------------------------------------
General Motors Corp. dealers in the United States delivered
260,922 vehicles in April.  Retail car and crossover sales were up
more than 9%.  A sharp sales increase in fuel efficient cars and
crossovers could not make up for soft truck demand and a sharp
decline in fleet deliveries impacted by the American Axle &
Manufacturing Holdings Inc. strike.  On a non-adjusted basis,
retail sales were down 11.5% and total sales for the month were
down 16%.

On an adjusted basis, total sales declined 22.7%.

Dealer inventories were at their lowest level since September 2005
with about 824,000 vehicles in stock, down about 206,000 vehicles
compared to last April, and down more than 84,000 vehicles
compared with December 2007.

"Consumer preference is shifting and we're shifting with it as
evidenced by our strong car and crossover sales," Mark LaNeve,
vice president, GM North America Vehicle Sales, Service and
Marketing, said.  "Our new products such as the Chevrolet Malibu,
Cadillac CTS and Buick Enclave were hot throughout the month.  
Throughout the industry, truck sales have been soft. We've been
able to match the current economic slowdown with historically low
total inventories, and as we look for ways to increase car and
crossover production, we are improving our competitive position
for the economic recovery."

Chevrolet Malibu total sales were up 29% with retail sales up
147%, Aveo sales were up 14% total and 13% retail, and Cobalt
sales were up 16% total and 17% retail.  Pontiac Vibe total sales
were up 36% and retail sales were up 39% compared with April 2007.
Saturn Aura was up 19% total and 16% retail, and the Astra had its
fourth consecutive month of increasing sales with more than 900
vehicles sold.  In the luxury car segment, the award-winning
Cadillac CTS saw total sales increase 8% with a strong retail
increase of 12%.

GM's popular crossover Buick Enclave, GMC Acadia and Saturn
Outlook together accounted for nearly 13,000 retail vehicle sales
in the month, an increase of 7% compared with the same month last
year.  There were more than 6,600 Acadia, 4,000 Enclave and 2,300
Outlook retail sales.  The Saturn Vue had a total sales increase
of about 600 vehicles compared with April 2007.

"Our sales performance in mid-cars and crossovers shows the power
of new products to attract consumers -- even in a tough market,"
Mr. LaNeve added.  "So as the mix shifts from trucks to cars,
we're ready in our dealers' showrooms with vehicles that provide
industry-leading value, great fuel economy and the best warranty
coverage of any full-line automaker."

                      Certified Used Vehicles

April 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 44,479
vehicles, up nearly 7% from April 2007 results.  Year-to-date
sales are 168,087 vehicles, down 7% from the same period last
year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted April sales of 38,861 vehicles, up 6% from last
April.  Cadillac Certified Pre-Owned Vehicles sold 3,565 vehicles,
up 27%.  Saturn Certified Pre-Owned Vehicles sold 1,159 vehicles,
down 21%.  Saab Certified Pre-Owned Vehicles sold 727 vehicles, up
14%, and HUMMER Certified Pre-Owned Vehicles sold 167 vehicles, up
109%.

"Our certified sales momentum continued in April, as GM Certified
Used Vehicles sales grew for the fourth consecutive month, a 6
percent increase over last April's results," Mr. LaNeve said.  
"The Cadillac, Saab and HUMMER Certified Pre-Owned Vehicles
programs also generated robust increases as consumers take
advantage of the great value and peace-of-mind assurances that
come with the purchase of certified GM vehicles."

In April, GM North America produced 242,000 vehicles (128,000 cars
and 114,000 trucks).  This is down 93,000 vehicles or 28 percent
compared to April 2007 when the region produced 335,000 vehicles
(120,000 cars and 215,000 trucks).  (Production totals include
joint venture production of 22,000 vehicles in April 2008 and
16,000 vehicles in April 2007.)

Approximately 130,000 units of production have been lost in April
due to the American Axle work stoppage.  Since the dispute began
in late February, approximately 230,000 units of production have
been lost.  GMNA has revised its forecast for 2008 second-quarter
production to 950,000 vehicles, down 130,000 units from the prior
forecast to reflect April production losses.  Due to the current
American Axle work stoppage, there is considerable uncertainty
with regard to the second quarter production forecast.

On April 30, 2008, GM's annual total vehicle sales forecast for
the industry was revised to an expected mid-to-high 15 million
vehicle SAAR.  The previous forecast provided in January of this
year was in the low-16 million unit range.  The revision reflects
actual industry sales rates for the first four months of 2008 and
the current assessment of the recovery of the U.S. economy.

                             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.


GLOBAL ENVIRONMENTAL: Files Amended Fiscal Year 2006 Financials
---------------------------------------------------------------
Global Environmental Energy Corp. of Nassau, Bahamas, filed an
amended Form 20-F with the U.S. Securities and Exchange Commission
on April 28, 2008.

At May 31, 2006, the company's balance sheet showed total assets
of $227 and total liabilities of $55,610,092, resulting in a
$55,609,865 stockholders' deficit.

The company reported a net loss of $54,931,010 over $0 sales
revenues for the year ended May 31, 2006, compared with a net loss
of $26,500,084 over $0 sales revenues for the same period in 2005.

                    Latest Financial Filing

At May 31, 2007, the company had working capital deficit of
$780,368.  Total assets were $2,500 for the year ended May 31,
2007.  Total long-term liabilities was $70,771,723 at May 31,
2007.  Stockholders' equity increased to a deficit of $71,549,591
at May 31, 2007.  Cash used by operating activities was $2,872,199
for the years ended May 31, 2007.

                 About Global Enviornmental Energy

Headquartered in Nassau, Bahamas, Global Environmental Energy
Corp. (Deutsche Borse: GLI; OTC Bulletin Board: GEECF) --
http://www.geecf.ru-- is engaged in traditional oil and gas   
exploration and production, alternative energy sources,
environmental infrastructure and  electrical micro-power
generation through its subsidiaries, Sahara Petroleum
Exploration Corp. and Biosphere Development Corp.


GOLDMAN SACHS: Fitch Chips Ratings on $195.2MM Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on Goldman Sachs mortgage
pass-through certificates. Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $669.5 million and downgrades total
$195.2 million.

GSAMP Trust 2003-AHL Total
  -- $9.0 million class A-1 affirmed at 'AAA';
  -- $11.0 million class A-2B affirmed at 'AAA';
  -- $9.2 million class M-1 affirmed at 'AA';
  -- $3.5 million class M-2 downgraded to 'BBB+' from 'A';
  -- $2.3 million class B-1 downgraded to 'B' from 'BBB';
  -- $1.1 million class B-2 downgraded to 'CC/DR3' from 'BBB-';

Deal Summary
  -- Originators: Accredited
  -- 60+ day Delinquency: 17.72%
  -- Realized Losses to date (% of Original Balance): 1.43%

GSAMP Trust 2003-FM1 Total
  -- $17.1 million class M-1 downgraded to 'A+' from 'AA+';
  -- $2.3 million class M-2 downgraded to 'BBB' from 'A+';
  -- $0.7 million class B-1 downgraded to 'BB+' from 'A-';
  -- $0.3 million class B-2 downgraded to 'B' from 'BBB';

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 30.94%
  -- Realized Losses to date (% of Original Balance): 0.82%

GSAMP Trust 2003-HE1 Total
  -- $21.9 million class M-1 affirmed at 'AA';
  -- $15.6 million class M-2 downgraded to 'A' from 'A+';
  -- $1.6 million class M-3 downgraded to 'BBB+' from 'A-';
  -- $2.3 million class B-1 downgraded to 'BB-' from 'BB+';
  -- $1.8 million class B-2 downgraded to 'C/DR5' from 'B+';

Deal Summary
  -- Originators: New Century (60%) and Finance America (40%)
  -- 60+ day Delinquency: 23.03%
  -- Realized Losses to date (% of Original Balance): 2.06%

GSAMP Trust 2003-HE2 Total
  -- $6.3 million class A-1A affirmed at 'AAA';
  -- $0.6 million class A-1B affirmed at 'AAA';
  -- $24.0 million class A-2 affirmed at 'AAA';
  -- $4.4 million class A-3A affirmed at 'AAA';
  -- $12.0 million class A-3C affirmed at 'AAA';
  -- $25.0 million class M-1 affirmed at 'AA';
  -- $4.6 million class M-2 affirmed at 'A+';
  -- $2.1 million class M-3 downgraded to 'A' from 'A+';
  -- $3.6 million class M-4 downgraded to 'BBB' from 'A-';
  -- $1.8 million class B-1 downgraded to 'BB+' from 'BBB';
  -- $1.2 million class B-2 downgraded to 'BB' from 'BB+';

Deal Summary
  -- Originators: Option One (75%) and Accredited (25%)
  -- 60+ day Delinquency: 17.58%
  -- Realized Losses to date (% of Original Balance): 0.93%

GSAMP Trust 2003-NC1 Total
  -- $11.4 million class M-1 affirmed at 'AAA';
  -- $3.4 million class M-2 affirmed at 'AA-';
  -- $0.1 million class M-3 affirmed at 'A+';
  -- $1.5 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $0.4 million class B-2 downgraded to 'B' from 'BBB';

Deal Summary
  -- Originators: New Century
  -- 60+ day Delinquency: 19.53%
  -- Realized Losses to date (% of Original Balance): 0.83%

GSAMP Trust 2004-AR1 Total
  -- $0.9 million class A-1A affirmed at 'AAA';
  -- $0.0 million class A-1B affirmed at 'AAA';
  -- $16.8 million class A-2B affirmed at 'AAA';
  -- $3.8 million class A-2C affirmed at 'AAA';
  -- $52.2 million class M-1 affirmed at 'AA+';
  -- $31.4 million class M-2 affirmed at 'AA';
  -- $21.4 million class M-3 affirmed at 'AA-';
  -- $15.7 million class M-4 affirmed at 'A+';
  -- $15.7 million class M-5 affirmed at 'A';
  -- $25.1 million class M-6 affirmed at 'A-';
  -- $16.3 million class B-1 affirmed at 'BBB+';
  -- $14.3 million class B-2 affirmed at 'BBB';
  -- $5.3 million class B-3 downgraded to 'BB+' from 'BBB-';
  -- $7.7 million class B-4 downgraded to 'B' from 'BB+';
  -- $5.4 million class B-5 downgraded to 'C/DR5' from 'BB';

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 19.34%
  -- Realized Losses to date (% of Original Balance): 1.67%

GSAMP Trust 2004-AR2 Total
  -- $44.0 million class M-1 affirmed at 'AA+';
  -- $31.7 million class M-2 affirmed at 'AA';
  -- $18.1 million class M-3 affirmed at 'AA-';
  -- $14.0 million class M-4 affirmed at 'A+';
  -- $5.6 million class M-5 downgraded to 'A-' from 'A';
  -- $5.1 million class M-6 downgraded to 'BB+' from 'BBB+';
  -- $5.5 million class B-1 downgraded to 'B' from 'BBB-';
  -- $4.1 million class B-2 downgraded to 'C/DR5' from 'BB';
  -- $3.4 million class B-3 downgraded to 'C/DR5' from 'BB-';
  -- $5.3 million class B-4 downgraded to 'C/DR6' from 'B';

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 29.98%
  -- Realized Losses to date (% of Original Balance): 2.25%

GSAMP Trust 2004-NC2 Total
  -- $16.1 million class A-1A affirmed at 'AAA';
  -- $1.8 million class A-1B affirmed at 'AAA';
  -- $6.9 million class A-2C affirmed at 'AAA';
  -- $38.0 million class M-1 affirmed at 'AA';
  -- $13.5 million class M-2 affirmed at 'A';
  -- $7.8 million class M-3 downgraded to 'BBB+' from 'A-';
  -- $4.4 million class B-1 downgraded to 'BBB' from 'BBB+';
  -- $5.2 million class B-2 downgraded to 'BBB-' from 'BBB';
  -- $3.3 million class B-3 downgraded to 'BB' from 'BBB-';

Deal Summary
  -- Originators: New Century
  -- 60+ day Delinquency: 18.55%
  -- Realized Losses to date (% of Original Balance): 1.05%

GSAMP Trust 2004-OPT
  -- $2.5 million class A-1 affirmed at 'AAA';
  -- $1.6 million class A-4 affirmed at 'AAA';
  -- $43.4 million class M1 affirmed at 'AA';
  -- $34.3 million class M2 downgraded to 'BBB+' from 'A';
  -- $9.8 million class M3 downgraded to 'BBB' from 'BBB+';
  -- $7.0 million class B1 downgraded to 'BB' from 'BBB';
  -- $7.0 million class B2 downgraded to 'B' from 'BB+';
  -- $6.3 million class B3 downgraded to 'CC/DR4' from 'BB';
  -- $3.6 million class B4 downgraded to 'C/DR5' from 'BB-';

Deal Summary
  -- Originators: Option One
  -- 60+ day Delinquency: 21.97%
  -- Realized Losses to date (% of Original Balance): 1.23%

GSAA Trust 2004-NC1 Total
  -- $0.1 million class AF-3 affirmed at 'AAA';
  -- $20.9 million class AF-4 affirmed at 'AAA';
  -- $23.0 million class AF-5 affirmed at 'AAA';
  -- $15.9 million class AF-6 affirmed at 'AAA';
  -- $8.7 million class M-1 affirmed at 'AA';
  -- $6.4 million class M-2 affirmed at 'A';
  -- $4.7 million class B-1 affirmed at 'BBB';
  -- $1.7 million class B-2 affirmed at 'BBB-';

Deal Summary
  -- Originators: New Century
  -- 60+ day Delinquency: 4.60%
  -- Realized Losses to date (% of Original Balance): 1.09%


HEALTHSOUTH CORP: Buying Rehabilitation Hospital of South Jersey
----------------------------------------------------------------
HealthSouth Corp. entered into a definitive agreement, through one
of its wholly owned subsidiaries, to purchase The Rehabilitation
Hospital of South Jersey, a 34-bed inpatient rehabilitation
hospital in Vineland, New Jersey, from The Mediplex/Cumberland
Rehabilitation Limited Partnership.

"We are very pleased to welcome The Rehabilitation Hospital of
South Jersey to HealthSouth's nationwide network of preeminent
rehabilitation hospitals," Jay Grinney, HealthSouth's president
and chief executive officer, said.  "The Rehabilitation Hospital
of South Jersey, under the outstanding leadership of Dr. Francis
Bonner, has provided exceptional care to patients in the South
Jersey area for many years and we look forward to continuing this
tradition for many years to come."

The acquisition of The Rehabilitation Hospital of South Jersey
adds a third New Jersey rehabilitation hospital to HealthSouth's
northeast region.  HealthSouth currently operates HealthSouth
Rehabilitation Hospital of New Jersey in Toms River and Tinton
Falls Rehabilitation Hospital, a Joint Venture of HealthSouth and
Monmouth Medical Center, in Tinton Falls.

The closing of the transaction is subject to certain state and
federal regulatory approvals and is expected to take place late in
the second quarter or early in the third quarter of 2008.

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(NYSE: HLS) -- http://www.healthsouth.com/-- provides inpatient   
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient
rehabilitation hospitals, long-term acute care hospitals,
outpatient rehabilitation satellites, and home health agencies.

HealthSouth Corporation's balance sheet showed total shareholders'
deficit of $1.5 billion as of Dec. 31, 2007, compared to a deficit
of $2.2 billion at March 31, 2007.

                         *      *      *

As reported in the Troubled Company Reporter on March 17, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
of HealthSouth Corporation.  Moody's also upgraded the rating on
the company's senior secured credit facility to Ba3 from B2 and
affirmed the rating on the company's senior unsecured notes at
Caa1 in accordance with the application of Moody's Loss Given
Default Methodology.  The ratings outlook is stable.


HERCULES OFFSHORE: S&P Holds 'BB' Rating on $1.15 Bil. Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' bank loan and
recovery rating of '2' on the $1.15 billion senior secured credit
facilities of Hercules Offshore Inc. (BB-/Stable/--).  The
recovery rating of '2' indicates S&P's  expectation of substantial
(70% to 90%) recovery in the event of a payment default.
     
The action was taken after the company increased its revolving
credit facility by $100 million.  The first-lien facilities now
consist of a $250 million revolving credit facility and a
$900 million term loan.
     
Hercules will use proceeds from the increase for working capital,
capital expenditures, and general corporate purposes.
     
Ratings List

Hercules Offshore Inc.

Corporate Credit Rating                BB-/Stable/--      

Ratings Affirmed

Hercules Offshore Inc.
$1.15 bil cred fac                     BB
   Recovery Rating                      2


HOME INTERIORS: Wants To Access NexBank's Cash Collateral
---------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to access cash collateral of NexBank SSB until July 13, 2008.

The Debtors owed NexBank at least $380 million in loans pursuant
to a credit agreement dated March 31, 2004, as amended.  The
Debtors' obligations under the loan are secured by their assets,
which serve as collateral.

The Debtors need immediate access to NexBank's cash collateral to
pay their employees, purchase product, maintain services, operate
and preserve their business and prevent immediate harm to the
estate.

As adequate protection, the Debtors propose to grant NexBank liens
and security interest in substantially all of the Debtors' assets
-- including accounts, inventory and property.

A hearing is set for May 26, 2008, at 11:59 p.m., to consider
approval of the Debtors' request.

A full-text copy of the initial budget is available for free
at http://ResearchArchives.com/t/s?2b6e

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HOME INTERIORS: Files Disclosure Statement and Chapter 11 Plan
--------------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates delivered to
the United States Bankruptcy Court for the Northern District of
Texas a Disclosure Statement dated April 29, 2008, explaining
their Chapter 11 Plan of Reorganization.

The Plan will eliminate the Debtors' non-operational and other
under performing business units.  The Debtors will enter into a
revolving credit facility to provide necessary liquidity for their
operations.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full in cash
on the effective date.

Holders of Other Priority Claims including Secured Tax Claims are
expected to get cash on the initial distribution date.

Each holder of Prepetition Claim, totaling $336,925,000, is
entitled to receive a combination of new term debt of at least
$106,000,000 secured by previously encumbered assets of the
Debtors, plus $50,000,000 in new equity in the Debtors.  The new
term debt will be non-amortizing and it will have maturity of five
years from the Plan's effective date.  Distributions of new equity
represent 84.75% of the total equity ownership of the Debtor.

At the Debtors' option, Holder of Other Secured Claim will be
treated in this manner:

   a) the Plan may leave unaltered the legal, equitable, and
      contractual rights of the holder of an allowed secured       
      claim,

   b) the Debtor may pay the allowed secured claim in full, in
      cash, on the later of the allowance date or the distribution
      date,  
      
   c) the Debtor may deliver to the holder of an allowed secured
      claim the property securing such claim, or

   d) the Debtor may pay an allowed secured claim in such manner
      as may be mutually agreed to by the holder of such Claim and
      Debtor.

Holders of General Unsecured Claims, totaling between $85,209,000
to $164,459,000, are expected to get a combination of new term
debt of $19,000,000 secured by previously encumbered assets of the
Debtors, plus $9,000,000 in new equity in the Debtors.  The new
term loan will be non-amortizing and it will have a maturity of
five years subsequent to the effective date.  It also have a
variable interest rate, with interest payable.

Conveniences Class Claims will receive a pro rata share of
$250,000 on the Plan's effective date.

Equity Interest will be canceled and extinguished.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2b61

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2b62

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


IKON OFFICE: Moody's Maintains Corporate Family Rating at 'Ba2'
---------------------------------------------------------------
Moody's confirmed the Ba2 corporate family rating and Ba2
probability of default rating for IKON Office Solutions, Inc.   
Moody's also confirmed the Ba3 ratings assigned to IKON's various
notes thus concluding the review for possible downgrade initiated
in November 2007.  Liquidity is expected to remain solid as
reflected in the company's SGL-1 speculative grade liquidity
rating.  The rating outlook is stable.

This ratings confirmation incorporates Moody's expectation that
IKON will (1) continue to maintain good balance sheet liquidity
relative to investment requirements including seasonal working
capital needs, (2) demonstrate consistent business execution while
facing constrained overall revenue growth prospects, and (3) not
incur additional debt as part of any shareholder value enhancing
activities.

IKON's Ba2 corporate family rating reflects the competition in
this low growth office equipment sector.  IKON has a long standing
position as the largest independent distributor in the U.S. of
Canon (rated Aa1) and Ricoh (rated A1) copier products.  However,
competition comes from larger and better capitalized players such
as Xerox (rated Baa2 positive), other smaller distributors and
direct sales forces of Canon and Ricoh in certain major market
geographies.  That said, the company's business performance has
continued to exhibit a stabilizing trend.  The Ba2 rating also
reflects IKON's moderate financial leverage (9.5% FCF/Debt) and
modest interest coverage (3.3 EBIT Coverage), which will improve
slightly following the pending redemption of $50 million of the
2012 notes and repayment of about $14 million of maturing notes in
June 2008.

In line with Moody's loss given default methodology, the notes are
currently rated Ba3 with a corresponding LGD4 loss given default
assessment.  Moody's corresponding LGD point estimate of 62%
assumes the $50 million redemption (irrevocable) of the
$150 million notes due 2012 as well as the repayment of the nearly
$14 million note due June 2008.

The stable outlook incorporates expectations that the company will
be able to sustain its recent operational improvement and that it
will not incur debt or engage in shareholder friendly activities
to the detriment of bond holders.

IKON Office Solutions, headquartered in Malvern Pennsylvania, is
the largest independent distributor of copier, printer and
multifunction printer technologies, as well as a provider of
integrated document management solutions and systems.  IKON
generated $4.2 billion in revenue for the twelve months ended
March 2008.


INDEVUS PHARMA: March 31 Balance Sheet Upside-Down by $101 Million
------------------------------------------------------------------
Indevus Pharmaceuticals Inc. reported Wednesday its consolidated
results of operations for the second quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$180.1 million in total assets and $281.4 million in total
liabilities, resulting in a $101.3 million total stockholders'
deficit.

The company reported a net loss of $17.9 million on revenues of
$17.6 million for the second quarter of fiscal 2008.  This
compares with a net loss of $12.4 million on revenues of
$11.2 million for the second quarter of fiscal 2007.

For the six month period ended March 31, 2008, the company
reported revenues of $34.0 million and a net loss of
$32.6 million.  This compares to revenues of $24.4 million and a  
net loss of $22.7 million for the six month period ended March 31,
2007.

At March 31, 2008, the company had consolidated cash and cash
equivalents of approximately $60.8 million.

"We have achieved a number of important objectives including the
successful launch of SANCTURA XR(TM), the European licensing of
VANTAS(R) and the continued outstanding performance of
SUPPRELIN(R) LA," said Glenn L. Cooper, M.D., chairman and chief
executive officer of Indevus.  "Our ongoing preparation for the
launch of NEBIDO(R) following the June 27, 2008 FDA Prescription
Drug User Fee Act date is clearly a top priority for the company.  
In addition, FDA action on VALSTAR(TM), multiple business
development opportunities and the continued success of our
existing marketed products position Indevus for a very successful
fiscal year."

                        Financial Results

Total consolidated revenues for the quarter ended March 31, 2008,
were $17.6 million, an increase of 57% from the $11.2 million
reported for the quarter ended March 31, 2007.  The primary
components of revenue for the quarter ended March 31, 2008 were
$10.4 million from the recognition of revenue associated with the
SANCTURA(R) franchise, $3.6 million from sales of VANTAS, and
$3.0 million from sales of SUPPRELIN LA.  During the quarter, the
company also recognized $400,000 from sales of DELATESTRYL(R), and
$200,000 from royalties for Sarafem.

Marketing, general and administrative expenses for the quarter
ended March 31, 2008, were $21.3 million, an increase of 68% from
the $12.7 million reported for the quarter ended March 31, 2007.

Total consolidated revenues for the six month period ended
March 31, 2008, were $34.0 million, an increase of 40% from the
$24.4 million reported for the six month period ended March 31,
2007.  The primary components of revenue for the six month period
ended March 31, 2008, were $19.9 million from the recognition of
revenue associated with the SANCTURA franchise, $7.2 million from
sales of VANTAS, and $5.2 million from sales of SUPPRELIN LA.
During the six month period, the company also recognized
$1.1 million from sales of DELATESTRYL, and $600,000 from
royalties for Sarafem.

Marketing, general and administrative expenses for the six month
period ended March 31, 2008, were $39.0 million, an increase of
80% from the $21.7 million reported for the six month period ended
March 31, 2007.

Interest expense were $1.8 million and $3.5 million for the
quarter and six month period ended March 31, 2008.  This compares
with interest expense of $1.3 million and $2.6 million for the
quarter and six month period ended March 31, 2007.

                  About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty  
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.


INTERPUBLIC GROUP: Affiliate Pays $12MM as Settlement with SEC
--------------------------------------------------------------
Interpublic Group of Companies Inc.'s subsidiary, McCann-Erickson,
agreed to pay a $12 million civil penalty and disgorgement of one
dollar as part of the settlement of all charges brought by the
Securities and Exchange Commission against IPG and McCann-
Erickson.  

The settlement resulted from investigation conducted by SEC into
the company's past financial reporting practices, which begun in
2002.

While neither admitting nor denying the allegations brought by the
SEC, Interpublic and McCann have agreed to an injunction against
violating the applicable provisions of the federal securities
laws.

"We are very pleased to have settled with the SEC and we believe
this matter is now behind us," Michael I. Roth, Interpublic's
chairman and CEO, said.  "IPG and McCann have cooperated with the
Commission from the start of its investigation.  The events that
gave rise to the SEC charges of securities fraud relate to
intercompany accounting practices at McCann which were addressed
in our restatement of 1997 to 2002 results and which did not
involve client funds."

"The individuals named in the SEC's statement have not been with
the company since 2003," Mr. Roth added.  "Under current
management, we have devoted considerable resources to replacing
and expanding staff in the relevant areas and our efforts to
remediate material financial control weaknesses and improve
financial reporting have been a top corporate priority for all of
our agencies."  

"As a result, we achieved compliance with Sarbanes-Oxley standards
at the end of 2007," Mr. Roth concluded.  "Resolving these final
legacy issues will allow us to focus on building the business
going forward."

                       About Interpublic

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading      
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide, Lowe
Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM Worldwide,
Octagon, Universal McCann and Weber Shandwick.  Leading domestic
brands include Campbell-Ewald, Carmichael Lynch, Deutsch, Hill
Holliday, Mullen, The Martin Agency and R/GA.

                          *     *     *

As reported in the Troubled Company Reporter on April 9, 2008,
Fitch Ratings has upgraded Interpublic Group of Companies' issuer
default rating to 'BB+' from 'BB-'.  Approximately $2.1 billion in
total debt and $525 million in preferred stock as of Dec. 31, 2007
is affected.  The rating outlook is positive.


ISCO INT'L: Posts $2.8 Million Net Loss in 1st Qtr. Ended March 31
------------------------------------------------------------------
ISCO International Inc. reported Wednesday financial results for
its first quarter ended March 31, 2008.

The company reported a net loss of $2.8 million for the quarter
ended March 31, 2008, versus a net loss of $2.4 million during the
same period of 2007.  

ISCO reported net revenues of $2.8 million for the quarter ended
March 31, 2008, versus $1.0 million during the comparable period
of 2007.  All 2008 figures include the addition of Clarity
Communication Systems Inc., which was acquired by ISCO on Jan. 4,
2008.  Clarity provides low cost handset applications for mobile
devices in the wireless telecommunications sector.

Gross margin increased to 44% from 26% during the first quarter of
2007, due partly to volume-related efficiencies and partly to the
benefits of providing additional higher margin software-related
revenue.

Total charges related to stock option expense, interest, taxes,
depreciation and amortization decreased by $100,000 in the first
quarter of 2008 from the first quarter of 2007.

"I am excited to be on board and to be driving the changes ISCO is
planning for the months ahead," said Gordon Reichard, Jr., chief
executive officer of ISCO.  "We have already started to see our
gross margins increase due to the movement toward more software-
based products coming from both sides of our business.  As we
introduce new products and begin to refine our product packaging,
positioning and channel strategy, we're looking for this trend to
continue."

At March 31, 2008, the company had $27.6 million in total assets
and $6.9 million in total stockholders' equity.  

                     About ISCO International

Headquartered in Elk Grove Village, Ill., ISCO International Inc.
(AMEX: ISO) -- http://www.iscointl.com/-- is a supplier of RF  
management and interference-control solutions for the wireless
telecommunications industry.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 18, 2008,
Grant Thornton LLP, in Chicago, expressed substantial doubt about
ISCO International 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 reported that the company incurred a net loss of
approximately $6.4 million during the year ended Dec. 31, 2007,
and, as of that date, the company's accumulated deficit was
approximately $171.0 million.  The auditing firm also said that
the company has consistently used, rather than provided, cash in
its operations.


JONES APPAREL: Net Income Drops to $19MM in Quarter ended April 5
-----------------------------------------------------------------
Jones Apparel Group Inc. first-quarter net income dropped 59% on
higher markdowns and negative retail trends, as the company cut
its full-year earnings outlook, citing the challenges of the
overall environment, The Wall Street Journal relates.

In a news statement, the company reported net income of $19.5
million for first quarter ended April 5, 2008, compared to net
income of $47.8 million for the same period in the previous year.

Excluding items as the effects of the Barneys New York line in
September 2007 and the severance and restructuring charges,
earnings from continuing operations fell to 37 cents a share from
46 cents, WSJ states.

At April 5, 2008, the company's balance sheet showed total assets
of $3.1 billion, total liabilities of $1.1 billion and total
shareholders' equity of $2.0 billion.

"While first quarter results were in line with our expectations,
we believe there is enhanced value to be realized in our
businesses as we continue to pursue our operational improvements,
enhance the overall appeal of our brands and pursue varied
distribution channels, Wesley R. Card, Jones Apparel Group
president and chief executive officer, said in a news statement.

"Results for the quarter reflect a continued challenging economic
and retail environment, as well as a tough comparable quarter,
with comparable store sales in our own stores down 8.7% for the
quarter compared to 2007," Mr. Card added.  "During the quarter,
we maintained tighter inventory controls; however markdown support
to our retail partners was higher than during the first quarter of
2007 and our retail operations continued to trend negatively
consistent with the overall retail climate."

Cash used by continuing operating activities during the quarter
was $65 million, compared with cash used by continuing operations
of $178 million in the prior year.  The improvement in cash flow
was driven by improved working capital management, the positive
impact of exiting certain moderate sportswear lines and the
absence of the final payment associated with the exiting of the
Polo Jeans company business.

"Our financial position remains strong, John T. McClain, Jones
Apparel Group chief financial officer, commented.  "We ended the
quarter with $200 million of cash and $782 million of total debt,
which is $303 million less debt than the prior year period.  This
translates into a debt to total capitalization ratio, net of cash,
of 22.5%. We will continue to control our inventory levels and
carefully review our spending throughout 2008."

"We have tempered our guidance for 2008, to match our retail
customers' conservative plans for the back half of the year,
Mr. McClain continued.  "Our updated guidance for 2008 full year
adjusted earnings per share from continuing operations is a range
of $1.20 to $1.35, compared with 2007 adjusted earnings per share
from continuing operations of $1.26."

The company's board of directors has declared a regular quarterly
cash dividend of $0.14 per share to all common stockholders of
record as of May 16, 2008, for payment on May 30, 2008.

                  About Jones Apparel Group Inc.

Headquartered in New York City, Jones Apparel Group Inc. --
http://www.jny.com-- is a designer, marketer and wholesaler of  
branded apparel, footwear and accessories.  The company markets
directly to consumers through its chain of specialty retail and
value-based stores, and operate the Barneys New York chain of
luxury stores.  Its nationally recognized brands include Jones New
York, Evan-Picone, Norton McNaughton, Gloria Vanderbilt, Erika,
l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini,
Bandolino, Joan & David, Mootsies Tootsies, Sam & Libby, Napier,
Judith Jack, Kasper, Anne Klein, Albert Nipon, Le Suit and Barneys
New York.

                          *     *     *

Moody's Investor Service placed Jones Apparel Group Inc.'s
corporate family and probability of default ratings at 'Ba1' in
September 2007.  The ratings still hold to date with a negative
outlook.


JONES APPAREL: S&P Places 'BB+' Corp. Credit Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Jones
Apparel Group Inc., including the 'BB+' corporate credit rating,
on CreditWatch with negative implications.  The Bristol,
Pennsylvania-based apparel company had about $780 million in debt
outstanding at April 5, 2008.

"The CreditWatch placement follows the company's announcing first
quarter operating results which were much weaker than our
expectations," said Standard & Poor's credit analyst Susan Ding.

Credit metrics continued to deteriorate from fiscal year-end
(December 2007) levels, and increasing leverage remains a concern.  
For the 12 months ended April 5, 2008, Standard & Poor's estimates
lease-adjusted leverage to be in the 5x area, up from 4.6x at
fiscal year end.  Also, margins were negatively impacted by higher
markdowns, leading to a lower EBITDA base.

"We are concerned that the company's financial covenant cushion
under its revolving credit facility may be tight for the June 2008
quarter and the balance of this year," said Ms. Ding.  "We also
expect that the rest of 2008 will be challenging and that credit
metrics will remain pressured due to weakening economic conditions
and the soft retail environment."

Standard & Poor's will monitor developments and meet with Jones
Apparel management shortly in order to review the company's
ongoing operating strategies and financial policy.  Resolution of
the CreditWatch will focus on the company's ability to improve its
operating business trends and financial metrics.


JOURNAL REGISTER: Wants to Cease SEC Listing, Suspend Fin'l Filing
------------------------------------------------------------------
Journal Register Company intends to file a form 15 with the
Securities and Exchange Commission in order to terminate
registration of the company's common stock and suspend its
obligation to file current and periodic reports with the SEC.

As previously reported in the Troubled company Reporter on
April 9, 2008, Journal Register was notified on March 31, 2008, by
the New York Stock Exchange that the company had fallen below the
NYSE's continued listing standard relating to minimum share price.  
According to NYSE's Listed company Manual requires that the
company's common stock trade at a minimum average closing price of
$1.00 during a consecutive 30-day trading period.

The board of directors concluded that in light of the NYSE's
action to delist the shares and the company's limited ability to
access the public capital markets for its foreseeable financing
needs, the advantages of being a public company are outweighed by
the significant accounting, legal, competitive and administrative
costs associated with the reporting requirements for public
companies.  

The board of directors believes that deregistration will result in
significant savings to the company, permit management to focus
more completely on the company's business operations and enable
the company to redeploy resources currently devoted to compliance
reporting.  The company intends to continue:

  1. to report to its stockholders in accordance with Delaware law
     and its Bylaws;

  2. to report its quarterly and annual financial results in press
     releases;

  3. to engage an independent accounting firm to perform an annual
     audit of the company's financial statements; and

  4. to maintain many of the corporate governance improvements the
     company has made in recent years.

Upon the filing of the form 15, the company's obligation to file
certain reports and forms with the SEC, including Forms 10-K, 10-Q
and 8-K, will cease immediately.  The company expects the
deregistration to become effective ninety days after the Form 15
is filed with the SEC.  The company anticipates that its common
stock will continue to be quoted on the Pink Sheets(R), a
centralized electronic quotation service for over-the-counter
securities, to the extent market makers demonstrate an interest in
trading in the company's common stock.  However, the company can
give no assurance that trading in its stock will continue in the
Pink Sheets or in any other forum.

                  About Journal Register company

Headquartered in Yardley, Pennsylvania, Journal Register company
(NYSE:JRC)-- http://www.journalregister.com-- owns and operates   
27 daily newspapers and 368 non-daily publications as of Dec. 31,
2006.  The company also operates 239 individual websites that are
affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.  In February 2007, the company sold two
of its New England Cluster daily community newspapers to Gatehouse
Media.


KENTUCKY ECONOMIC: S&P Holds 'BB-' Rating; Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Kentucky Economic Development Finance Authority's $74.5 million
series 1997 bonds, issued for Appalachian Regional Healthcare, to
negative from stable.  In addition, Standard & Poor's affirmed its
'BB-' rating on ARH's debt.
     
More specifically, the rating reflects operating losses of
$9.7 million (negative 2% margin) in fiscal 2007 and $20.1 million
(negative 5.3% margin) in the first nine months of fiscal 2008;
weak maximum annual debt service coverage of 1.1x in fiscal 2007,
and 0.4x in interim fiscal 2008; thin liquidity with only 31 day's
cash on hand as of Mar. 31, 2008; and geographic diversity and
leading or dominant market share in the majority of its service
areas.

"The outlook revision to negative from stable reflects the
challenging operating environment following two employee strikes,"
said Standard & Poor's credit analyst Jessica Goldman.  "ARH also
faces other challenges such as volume declines, a rural and
declining population, and a weak payor mix," Ms. Goldman added.
     
A lower rating is precluded at this time given the recent
settlement of the strikes.  Management has expressed expectations
of operating improvements over the next one to two years.  While
there are significant costs associated with the two employee
strikes, the short-term losses should be offset by longer-term
gains in saved compensation and benefits as those areas were
brought in line with market rates.
     
Appalachian Regional Healthcare is a major provider of health
services in central Appalachia and serves eastern Kentucky and
southern West Virginia.  ARH has nine acute-care hospitals,
including seven in Kentucky and two in West Virginia, ranging from
a 25-bed critical-access facility in Morgan County, Kentucky, to a
358-bed regional medical center in Hazard, Kentucky.


KIMBALL HILL: Bankruptcy Filing Sparks Repayment Obligations
------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates disclosed with the  
Securities and Exchange Commission that their filing for Chapter
11 protection on April 23, 2008, with the U.S. Bankruptcy Court
for the Northern District of Illinois constituted an event of
default or otherwise triggered repayment obligations under a
number of instruments and agreements relating to direct and
indirect financial obligations of the Debtors.  As a result of the
events of default, some obligations under the Debt Documents
became automatically and immediately due and payable.

In addition, substantially all of the Debtors' other debt and
guarantee obligations could be accelerated upon notice from the
applicable lenders.  The Debtors believe that any efforts to
enforce the payment obligations under the Debt Documents are
stayed as a result of the bankruptcy filing.

The Debt Documents under which obligations are immediately due and
payable and the approximate amount of debt currently outstanding
thereunder, are:

a) Indenture, dated Dec. 19, 2005, between the Debtor and U.S.
Bank National Association, with respect to 10-1/2% Senior
Subordinated Notes due 2012.  Approximately $210,756,291 is
currently outstanding under the Indenture, all of which is
unsecured.

b) Amended and Restated Credit Agreement, dated as of Aug. 10,
2007, between the Debtors and lenders Harris N.A., as
Administrative Agent, Bank of America, N.A., as the Syndication
Agent, KeyBank National Association and Wachovia Bank, National
Association, as the Co-Documentation Agents, and BMO Capital
Markets and Banc of America Securities, LLC, as the Co-Lead
Arrangers and the Joint Book Runners.  Approximately $305,669,854
is currently outstanding under the Senior Secured Credit Facility,
which is secured by all properties in the Borrowing Base.

c) The Debtors provided both a Payment and Performance Guaranty
and a Payment and Performance Guaranty under the Loan Agreement
between Park Boulevard, LLC and Bank of America, N.A. dated as of
Nov. 1, 2005.  Approximately $6,400,000 is outstanding under the
TIF Loan and approximately $2,600,000 is outstanding under the Tax
Exempt Loan, all of which is secured.

              David Hill's Amended Employment Pact

On April 22, 2008, the Debtors' entered into an Amendment to the
Employment Agreement with David K. Hill, Kimball's Executive
Chairman.  Pursuant to the terms of the Amendment, Mr. Hill's
annual base salary was reduced from $1,500,000 to $500,000.

                      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: Court Okays Use of Lenders' Cash Collateral
---------------------------------------------------------
The Honorable Susan Pierson Sonderby of the U.S. Bankruptcy Court
for the Northern District of Illinois gave interim authority to
Kimball Inc. and its debtor-affiliates to use the cash collateral
of their prepetition lenders pursuant to a Court-approved budget.

The Debtors' use of the cash collateral will terminate if, among
other things, the Debtors fail to comply with the budget and the
obligation to make disbursements not materially inconsistent
with the budget.

As reported in the Troubled Company Reporter on April 29, 2008,
Harris, N.A., the administrative agent and secured lender in the
Debtors' prepetition revolving credit facility, 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 averred 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 to 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 can use cash collateral of the Existing Prepetition
Secured Lenders postpetition.  

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.

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


KIMBALL HILL: Gets Interim Court Nod to Obtain Intercompany Loan
----------------------------------------------------------------
The Honorable Susan Pierson Sonderby of the U.S. Bankruptcy Court
for the Northern District of Illinois gave interim permission to
Kimball Hill Inc. and its debtor-affiliates to immediately borrow
and obtain amounts not to exceed $35,000,000, from parent company
Kimball Hill, Inc., as DIP lender.

The interim amount the Debtors can borrow as postpetition
financing is a portion of the $51,851,594 Federal Tax Refund the
Parent received on April 15, 2008.  The Tax Refund will be
maintained in a segregated account at Harris N.A.

All objections to the Debtors' request not otherwise resolved or
withdrawn are overruled.

The Interim DIP Amount will be used by the Debtors to pay
administrative expenses incurred in their Chapter 11 cases and to
provide for working capital.

For all obligations under the DIP Facility, Parent Kimball is
granted an allowed superpriority administrative claim under
Sections 503(b) and 507(b) of the Bankruptcy Code, subordinate
only to the Carve-Out.

A full-text copy of the Interim DIP Order is available for free
at http://researcharchives.com/t/s?2b63

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


KIMBALL HILL: Can Employ Kurtzman Carson as Claims Agent
--------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates obtained 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.

In addition, the Court authorized them 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 expected to, 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. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LEGENDS GAMING: S&P Withdraws Ratings After Bankruptcy Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Legends
Gaming LLC.  The withdrawal follows the company's Chapter 11
filing last month and S&P's subsequent lowering of the corporate
credit rating to 'D' from 'CCC+' on March 14.
  
Ratings List
                           To       From
                           --       ----
Legends Gaming LLC
Corporate Credit Rating   NR       D
First-Lien Loan           NR       D
   Recovery Rating         NR       1
Second-Lien Loan          NR       D
   Recovery Rating         NR       5

                          NR -- Not rated.


LIFE SCIENCES: March 31 Balance Sheet Upside-Down by $21.8 Million
------------------------------------------------------------------
Life Sciences Research Inc.'s consolidated balance sheet at
March 31, 2008, showed $198.6 million in total assets and
$220.4 million in total liabilities, resulting in a $21.8 million
total stockholders' deficit.

The company reported net income of $6.7 million for the first
quarter ended March 31, 2008, compared with net income of
$3.5 million for the same period last year.

The net income for the quarter ended March 31, 2008, included
other expense of $500,000 which comprised finance arrangement fee
amortization of $400,000 and $100,000 from the non-cash foreign
exchange re-measurement loss on the long-term loan denominated in
US dollars.  In the same period in the prior year, other expense
of $400,000 was comprised of finance arrangement fee amortization
of $500,000, offset by $100,000 non-cash foreign exchange re-
measurement gain pertaining to the long-term loan denominated in
US dollars.

Revenues were $63.2 million for the quarter ended March 31, 2008,
a 16.4% increase over revenues of $54.3 million for the same
period in the prior year.  Excluding the effect of exchange rate
movements, revenues increased 15.3%.

Operating income for the quarter ended March 31, 2008, was
$9.7 million, or 15.3% of revenues, compared with $6.2 million, or
11.5% of revenues for the same period in the prior year.  The
quarter included FAS123R stock option expenses of $500,000
compared with $600,000 in the same quarter last year.

Cash and short-term investments at March 31, 2008, was
$26.6 million compared with $36.2 million at Dec. 31, 2007.
Operating activities used cash of $1.5 million, of which
$6.9 million was due to the increase in Days Sales Outstanding
(DSO).  Net DSO at March 31, 2008, were 23 compared with 13 days
at Dec. 31, 2007.  Capital expenditure totaled $4.8 million
in the first quarter of 2008, compared to $4.0 million in the
first quarter of 2007.
                                              1
Net new orders totaled $71.4 million for the first quarter of 2008
which represented an increase of 7.7% over first quarter orders in
2007.  This resulted in a book to bill ratio of 1.13 for the
quarter, and a trailing twelve month book to bill of 1.11.  At
March 31, 2008, backlog amounted to approximately $196 million.

Brian Cass, LSR's president and managing director commented, "I'm
delighted with the solid footing that our first quarter's results
represent, with record constant currency revenues and earnings.
Our investment in expanded staffing and targeted infrastructure
improvements is helping us to profitably meet the growing demand
for our services, and we look forward to building on those
strengths throughout the year and beyond."

Andrew Baker, LSR's chairman and chief executive officer said,
"This is an encouraging time for our industry, and an exciting
time for our company.  We continue to see robust industry demand
for outsourced safety testing of both pharmaceutical and biologic
products, and our strong new business wins in the past quarter and
year are testament to our ability to convert that opportunity.
We're buoyed by the confidence our customers place in us, proud of
the commitment of our staff, and pleased with the growing interest
and support from the investment community."

                          Long-Term Debt

At March 31, 2008, the company had long-term debt outstanding of
$75.3 million, compared with long-term debt of $75.4 million at
Dec. 31, 2007.

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?2b60

                       About Life Sciences

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a  
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.


LINEN 'N THINGS: Files for Chapter 11 Protection in Delaware
------------------------------------------------------------
Linens Holding Co., which does business through its operating
subsidiary Linens 'N Things Inc., and 11 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The national home furnishings chain will
continue to operate its stores without interruption during the
reorganization and the stores are open for business and expect to
be well stocked with merchandise.  The filing pertains only to
LNT's operations in the United States.

The company's Canadian stores, which are among the strongest
performers in the chain, are not included in the filing and there
are no plans for a similar filing in Canada.

"LNT's Canadian stores are not part of the Company's Chapter 11
process in the U.S.," Robert J. DiNicola, Executive Chairman,
stated.  "We are the No. 1 Home Specialty Store in Canada and our
Canadian stores have delivered strong sales and productivity
growth and profitability.  I am particularly pleased that all of
our Canadian stores are contributing to this strength and growth."

The decision to file for Chapter 11 protection was driven largely
by the impact of the current economic downturn on the company's
operating performance.  Filing for Chapter 11 provides the company
with the tools to restructure its balance sheet, close under-
performing store locations, revisit certain agreements and
position the company for long-term success.

LNT has requested immediate authorization and expects approval
from the Court to continue paying employee salaries and benefits
as well as to honor gift cards and store credits as normal.

                   $700-Mil. DIP Loan From GECC

LNT has secured $700 million in debtor-in-possession financing
from General Electric Capital Corp., which will ensure healthy
merchandise flow as the company prepares for the back-to-school
and holiday selling seasons.  The company has been working closely
with key vendors, who have been supporting the Company with new
merchandise in recent weeks.  The DIP facility will allow the
company to normalize relations with the larger vendor community.  
The company believes the DIP facility will provide adequate
working capital to meet its ongoing obligations during the
restructuring.

"The significant deterioration in the mortgage, housing and credit
markets and the resulting impact on the retail marketplace,
particularly the home sector, has overwhelmed the operating and
merchandising improvements that we have made over the past two
years," said Robert J. DiNicola, Executive Chairman, said.  "We
are making the strategic decision to use a Chapter 11 filing to
proactively address our capital structure and ensure that our
stores will remain well stocked while we work through the steps to
align the capital structure of the company with the realities of
today's business environment.  At the store level, we remain fully
operational and ready to serve our guests."

Pursuant to the DIP Credit Agreement, Linens 'n Things plans to be
out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

                    Linens to Close 120 Outlets

With the assistance of Asset Disposition Advisors, LLC, the
retailer plans to close 120 of its 589 stores, shrinking the chain
by 20% to 469 locations.  

"The decision to close stores was difficult but necessary to
improve LNT's financial position and place the company on a firmer
financial footing as we move forward," Mr. DiNicola stated.  "We
will be able to realize important cost savings and operational
efficiencies as a result of this process, allowing us to serve all
our constituencies more effectively."

            Linens Taps Conway Del Genio's Gries a CRO

Conway Del Genio Gries & Co. will continue to serve as the
retailer's restructuring advisor until substantial consummation of
a chapter 11 plan.

To help effectuate the company's financial restructuring, the
company's Board of Directors has named Michael F. Gries, co-
founder of Conway Del Genio, Chief Restructuring Officer and
Interim CEO.  Mr. DiNicola, the Company's current Chairman and
CEO, will become Executive Chairman.

David Coder, currently Executive Vice President, Store Operations,
has been appointed President and Chief Operating Officer of LNT.  
"As we move forward with LNT's restructuring, the Board and I
concluded that we needed to have additional restructuring
expertise on our executive team," Mr. DiNicola added.  "Michael
Gries is as good as it gets in this area, a nationally recognized
leader with the deep experience in driving the financial
initiatives necessary to position our company for the future.  I
look forward to working with him to help LNT reach its full
potential.  I am also particularly pleased about Dave Coder's
promotion.  He has been a key part of our past success and the
operational strides we have made and will be integral in our
reorganization efforts."

Linens 'n Things is represented by both Richards, Layton & Finger
and Morgan Lewis & Bockius.  A Noteholder Committee has been
formed and is represented by Kasowitz Benson and Pachulski Stang.

The Clifton, New Jersey-based Company -- http://www.lnt.com/--   
is the second largest specialty retailer of home textiles,
housewares and home accessories in North America operating 589
stores in 47 U.S. states and seven Canadian provinces as of
December 29, 2007.  The company is a destination retailer,
offering one of the broadest and deepest selections of high
quality brand-name well as private label home furnishings
merchandise in the industry.


LINEN 'N THINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors filing separate Chapter 11 petitions:

      Entity                          Case No.
      ------                          --------
      Linens Holding Co.              08-10832
      Linens 'n Things, Inc.          08-10833
      Linens 'n Things Center, Inc.   08-10834
      Bloomington, MN., L.T., Inc.    08-10835
      Vendor Finance, LLC             08-10836
      LNT, Inc.                       08-10837
      LNT Services, Inc.              08-10838
      LNT Leasing II, LLC             08-10839
      LNT West, Inc.                  08-10840
      LNT Virginia LLC                08-10841
      LNT Merchandising Company LLC   08-10842
      LNT Leasing III, LLC            08-10843
      Citadel LNT, LLC                08-10844

Chapter 11 Petition Date: May 2, 2008

Court: United States Bankruptcy Court, District of Delaware

Judge: Honorable Christopher S. Sontchi

Debtors'
Bankruptcy Counsel:  Mark D. Collins, Esq.
                     John H. Knight, Esq.
                     Michael J. Merchant, Esq.
                     Jason M. Madron, Esq.
                     Richards, Layton & Finger, P.A.
                     One Rodney Square
                     920 North King St.
                     Wilmington, DE 19801
                     T: 302-651-7700
                     F: 302-651-7701
                     http://www.rlf.com

Debtor's Special
Corporate Counsel:   Holland N. O'Neil, Esq.
                     Ronald M. Gaswirth, Esq.
                     Stephen A. McCartin, Esq.
                     Randall G. Ray, Esq.
                     Michael S. Haynes, Esq.
                     Gardere Wynne Sewell LLP
                     1601 Elm St., Ste. 3000
                     Dallas, TX 75201
                     T: 214-999-3000
                     F: 214-999-4667
                     http://www.gardere.com

Debtors' Special
Corporate Counsel:
                     Howard S. Beltzer, Esq.
                     Wendy S. Walker, Esq.
                     Morgan, Lewis & Bockius LLP
                     101 Park Ave.
                     New York, NY 10178-0002
                     T: 212-309-6000
                     F: 212-309-6001
                     http://www.morganlewis.com

Debtors'
Restructuring
Management
Services
Providers:           Conway, Del Genio, Gries & Co., LLC

Debtors'
CRO/
Interim CEO:         Michael F. Gries
                     Co-Founder
                     Conway Del Genio Gries & Co., LLC

Debtors'
Claims Agent:        Kurtzman Carson Consultants LLC
                     http://www.kccllc.net/

Office of the
U.S. Trustee:        William K. Harrington, Esq.
                     J. Caleb Boggs Federal Building
                     844 King St., Ste. 2207
                     Wilmington, DE 19801
                     T: 302-573-6491
                     F: 302-573-6497
                     http://www.usdoj.gov/ust/r03/de.htm

Debtors' Consolidated Financial Condition as of December 29, 2007:

Total Assets: $1,740,397,000

Total Debts:  $1,417,603,000

List of Debtors' 30 largest unsecured creditors:

Entity                         Nature of Claim      Claim Amount
------                         ---------------      ------------
Yankee Candle Company               Trade             $4,604,554
P.O. Box 110
S. Deerfield, MA 01373-0110
Tel: (800) 792-6180
Fax: (413) 665-3184

Aeolus Down LLC                     Trade              4,286,370
14050 Norton Avenue
Chino, CA 91710
Tel: (909) 465-6118
Fax: (909) 627-1173

Amcor, Inc.                         Trade              3,685,132
685 A Gotham Parkway
Carlstadt, NJ 07072
Tel: (866) 361-2233
Fax: (201) 460-9481

OXO International, Ltd.             Trade              3,522,478
1 Helen Of Troy Plaza
El Paso, TX 79912
Tel: (915) 225-8000
Fax: (915) 225-8081

Brentwood Originals                 Trade              3,510,658
20639 South Fordyce Ave
Long Beach, CA 90810
Tel: (201) 641-7766
Fax: (201) 641-1712

Regal Home Collections Inc.         Trade              3,086,479
271 5th Avenue
New York, NY 10016
Tel: (212) 213-3323
Fax: (212) 213-9398

Groupe Seb USA                      Trade              2,670,391
Formerly Rowenta
196 Boston Avenue
Medford, MA 02155
Tel: (781) 306-4660
Fax: (781) 396-1313

M. Block & Sons, Inc.               Trade              2,094,348
5020 W. 73rd Street
Bedford Park, IL 60638
Tel: (708) 728-8400
Fax: (708) 728-0022

Croscill Inc.                       Trade              2,080,651
261 5th Avenue
New York, NY 10016
Tel: (212) 689-7222
Fax: (212) 481-8656

N.I. Teijin Shoji (USA), Inc.       Trade              2,026,426
1412 Broadway, Suite 1100
New York, NY 10018
Tel: (212) 840-6900
Fax: (212) 719-9656

Royale Linens                       Trade              1,966,821
993 Belleville Turnpike
Kearny, NJ 07032
Tel: (201) 997-3700
Fax: (201) 997-2780

Maples Industries Inc.              Trade              1,901,206
Moody Ridge Road
Scottsboro, AL 35768
Tel: (256) 259-1327
Fax: (256) 259-2072

Ontel Products Corp.                Trade              1,824,743
21 Law Drive
Fairfield, NJ 07004
Tel: (973) 439-9000
Fax: (973) 439-9024

Homestead Int'l Group               Trade              1,789,785
Import, formerly
London Fog Group
1359 Broadway
New York, NY 10018
Tel: (212) 790-3000
Fax: (212) 790-3192

Meyer Corp. U.S.                    Trade              1,768,761
1 Meyer Plaza
525 Curtola Parkway
Vallejo, CA 94590
Tel: (701) 551-2730
Fax: (707) 551-2957

American Fiber Ind.                 Trade              1,627,835
Spring Global
205 N White Street
Fort Mill, SC 29715
Tel: (803) 574-1500
Fax: (803) 547-1636

Kitchen Aid Portable Appliance      Trade              1,624,347
2000 N M63
Benton Harbor, MI 49022
Tel: (269) 923-5000
Fax: (269) 923-3525

Wythe-Will Distributing LLC         Trade              1,575,768
3612 Lagrange Parkway
Toano, VA 23168
Tel: (757) 565-0351
Fax: (757) 565-3755

Pacific Coast Feather Company       Trade              1,559,199
P.O. Box 80385/1964
Fourth Avenue South
Seattle, WA 98108
Tel: (206) 336-2453
Fax: (206) 625-9783

Victoria Classics Import            Trade              1,393,881
2170 Rt #27
Edison, NJ 08817
Fax: (212) 213-5073

India Ink c/o Amy Basem             Trade              1,344,263
2457 E 27th St.
Los Angeles, CA 90058
Tel: (323) 277-8400
Fax: (213) 589-9321

Nassau Candy Distributors Inc.      Trade              1,311,801
Attn: Jeff Norris
530 West John St.
Hicksville, NY 11801
Tel: (516) 433-7100
Fax: (516) 433-9010

Interdesign, Inc.                   Trade              1,219,999
30725 Solon Industrial Parkway
Solon, OH 44139
Tel: (440) 248-0178
Fax: (440) 248-9358

Sourcing Network Sales LLC Import   Trade              1,217,744
d/b/a Pandigital Lamorinda Distr.
Attn: James Young
6300 Village Pkwy, Suite 10
Dublin, CA 94568
Tel: (925) 833-7898
Fax: (925) 833-7899

Liz Claiborne Div. of American      Trade              1,217,603
3901 Gantz Rd., Suite A
Grove City, OH 43123
Tel: (614) 871-2400
Fax: (614) 871-2422

Richloom Home Fashions - Import    Trade               1,213,672
261 5th Avenue, 12th Floor
New York, NY 10016
Tel: (212) 685-5400
Fax: (212) 703-3470

S Lichtenberg & Co., Inc.           Trade              1,177,175
295 Fifth Avenue
New York, NY 10016
Tel: (212) 689-4510
Fax: (212) 689-4517

CHF Industries Inc. Import          Trade              1,133,872
Formerly Cameo Curtains, Inc.
One Park Avenue, 9th Floor
New York, NY 10016
Tel: (212) 951-7800
Fax: (212) 951-8001

Quest Sales & Services Inc.         Trade              1,100,468
Attn: Angie Gerber
1400 Raff Rd.
Canton, OH 44750
Tel: (800) 348-5890
Fax: (330) 478-2203

Calphalon Corp.                     Trade              1,067,108
c/o Newell Rubbermaid
29 East Stephenson Street
Freeport, IL 61032
Tel: (815) 235-4171
Fax: (800) 795-2178


LINEN 'N THINGS: List of 120 Underperforming Stores to be Closed
----------------------------------------------------------------
Linens 'n Things, Inc. -- with the assistance of Asset Disposition
Advisors, LLC -- plans to close 120 of its 589 stores, shrinking
the chain by 20% to 469 locations.

The 120 underperforming stores are:

   Store                                  Location
   -----                                  --------
   Springdale Mall                        Mobile, AL
   Arizona Mills                          Tempe, AZ
   Yuma Palsm Regional Shopping           Yuma, AZ
   Lone Tree Plaza                        Brentwood, CA
   Cerritos Town Center                   Cerritos, CA
   Chino Spectrum Marketplace II          Chino, CA
   Puente Hills Mall                      City of Industry, CA
   Corona Hills Plaza                     Corona, CA
   Westlake                               Daly City, CA
   Hunters Ridge Town Center              Fontana, CA
   Pacific Commons                        Fremont, CA
   Amerige Heights Town Center            Fullerton, CA
   Pacheco Plaza                          Gilroy, CA
   Glendale Marketplace                   Glendale, CA
   Olympic & Sawtelle                     Los Angeles, CA
   Santa Margarita Town Center            Margarita, CA
   Sisk Road Center                       Modesto, CA
   Montclair Plaza                        Montclair, CA
   The Moorpark Marketplace               Moorpark, CA
   The Shops on South Lake Street         Pasadena, CA
   Pleasant Hill                          Pleasant Hill, CA
   Canyon Springs                         Riverside, CA
   The Promenade of Natomas               Sacramento, CA
   Oakridge Mall                          San Jose, CA
   Stevens Creek Central Shopping Center  San Jose, CA
   Riverside Shopping Center              Sherman Oaks, CA
   Tracy                                  Tracy, CA
   The Market Place                       Tustin, CA
   Dyer Street Triangle                   Union City, CA
   Fallbrook Center                       West Hills, CA
   Arapahoe Crossings                     Aurora, CO
   Broomfield Village                     Broomfield, CO
   Quebece Square                         Denver, CO
   Belmar Shopping Center                 Lakewood, CO
   Farmington                             Farmington, CT
   Lisbon Landing                         Lisbon, CT
   Marketplace at Altamonte               Altamonte Springs, FL
   Aventura                               Aventura, FL
   Boca Raton                             Boca Raton, FL
   The Shoppes at Dadeland                Miami, FL
   LNT Shopping Center                    Vero Beach, FL
   Cross County Plaza                     W. Palm Beach, FL
   Perimeter Mall                         Atlanta, GA
   Uptown Square Shopping Center          Fayetteville, GA
   Stonecrest Marketplace                 Lithonia, GA
   Macon Mall                             Macon, GA
   Southlake Pavillion                    Morrow, GA
   Grand Teton Mall                       Idaho Falls, ID
   North Michigan Ave.                    Chicago, IL
   Deer Grove Center                      Palantine, IL
   The Promenade Venture II               Schaumburg, IL
   Orchard Place Shopping Center          Skokie, IL
   University Center                      Mishawaka, IN
   The Legends at Village West            Kansas City, KS
   Orchard Corners                        Lenexa, KS
   Independence Mall                      Kingston, MA
   Berkshire Mall                         Lanesboro, MA
   King Phillips Crossing                 Seekonk, MA
   The Capital Center                     Largo, MD
   Bangor Parkad                          Bangor, ME
   The Shops at Biddeford Crossing        Biddeford, ME
   Rivertown Marketplace                  Grandville, MI
   Centerpoint Mall                       Kentwood, MI
   Millenium Park                         Livonia, MI
   Novi Town Center                       Novi, MI
   Baldwin Commons                        Orion Township, MI
   Winchester Mall                        Rochester Hills, MI
   Troy Marketplace                       Troy, MI
   The Gateway                            W. Bloomfield TWP., MI
   Alpine Summit                          Walker, MI
   Apache Shoppes                         Rochester, MN
   Woodbury Lakes                         Woodbury, MN
   Hartman Heritage Center                Independence, MO
   Stateline Station S/C                  Kansas City, MO
   Barry Towne Center                     Kansas City, MO
   Menard's Plaza                         West Fargo, ND
   Sorenson Parkway Plaza                 Omaha, NE
   Howell Commons                         Howell, NJ
   Wrangleboro Square                     May Landing, NJ
   Woodbridge Crossing                    Woodbridge, NJ
   South Virginia St.                     Reno, NV
   The Crossing                           Clifton Park, NY
   Northway Mall                          Colonie, NY
   Woodbury Town Center                   Harriman, NY
   Manhasset Center                       Manhasset, NY
   Cortland Town Center                   Mohegan Lake, NY
   Midway Shopping Center                 Scarsdale, NY
   Riverside Center                       Utica, NY
   Bainridge Commons                      Aurora, OH
   Polaris Towne Center                   Columbus, OH
   Cuyahoga Falls Marketplace             Cuyahoga, OH
   Tuttle Crossing                        Dublin, OH
   Golden Gate Plaza                      Mayfield Heights, OH
   Crossroads of America                  Perrysburg, OH
   Tanasbourne Town Center                Beaverton, OR
   Millcreek Pavillion                    Erie, PA
   Former Hechingers                      Monroeville, PA
   Marple Crossroads                      Springfield, PA
   Pittsburgh Mills                       Tarentum, PA
   Lehigh Valley Mall                     Whitehall, PA
   Middletown Center                      Middletown, RI
   Dorman Center                          Spartanburg, SC
   Hickory Hollow Mall                    Antioch, TN
   Tech Ridge Crossing                    Austin, TX
   Sunrise Mall                           Brownsville, TX
   Plaza at Cedar Hill                    Cedar Hill, TX
   Best Buy Plaza                         Dallas, TX
   Alpha Parkway                          Dallas, TX
   West Oaks Mall                         Houston, TX
   Rio Norte Center                       Laredo, TX
   The Marketplace at Towne Center        Mesquite, TX
   Plano                                  Plano, TX
   Wichita Falls                          Wichita Falls, TX
   Murray                                 Murray, UT
   Newpark Town Center                    Park City, UT
   Potomac Mills Shopping Center          Prince William, VA
   Tyson's Corner                         Vienna, VA
   Greenway Station                       Middleton, WI
   The Grand Avenue Mall                  Milwaukee, WI
   Regency Mall                           Racine, WI

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of  
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.


LINEN 'N THINGS: Organizational Meeting Scheduled for May 9
-----------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene an organizational meeting in Linens N' Things, Inc.
and its affiliates' chapter 11 cases on May 9, 2008, at 11:00 a.m.  
The meeting will be held at The DoubleTree Hotel located at 700
King Street in Wilmington.

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

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of  
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.


LIQUIDMETAL TECH: Choi Kim & Park Expresses Going Concern Doubt
---------------------------------------------------------------
Los Angeles-based Choi, Kim & Park LLP raised substantial doubt on
the ability of Liquidmetal Technologies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditing firm pointed to
the company's significant operating losses and working capital
deficit.

The management reported that the company experienced losses from
continuing operations during the last three fiscal years and has
an accumulated deficit of $154,710,000 as of Dec. 31, 2007.  Net
cash used for continuing operations for the year ended Dec. 31,
2007 was $10,239,000.  At Dec. 31, 2007, working capital deficit
was $12,359,000.  As of Dec. 31, 2007, the company's principal
source of liquidity is $1,180,000 of cash and $5,165,000 of trade
accounts receivable.

"These operating results occurred while the company was developing
and continues to develop, commercialize, and manufacture products
from an entirely new and unique technology.  These factors have
placed a significant strain on the financial resources of the
company.  Our ability to overcome these challenges depends on its
ability to correct its production inefficiencies, continue to
reduce its operating costs, generate higher revenue, and achieve
positive cash flow from continuing operations and profitability
and continued sources of debt and equity financing," the
management added.

The company posted a net loss of $5,640,000 on total revenues of
$29,022,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $14,522,000 on total revenues of $27,669,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $22,513,000
in total assets and $36,709,000 in total liabilities, resulting in
$14,580,000 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $9,351,000 in total current assets
available to pay $21,710,000 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?2ae9

                       About Liquidmetal

Headquartered in Rancho Santa Margarita, Calif., Liquidmetal
Technologies, Inc., (OTC BB: LQMT.OB) --
http://www.liquidmetal.com/-- is a materials technology company  
that develops and commercializes products made from amorphous
alloys.  The company's Liquidmetal(R) family of alloys consists of
a variety of coatings, powders, bulk alloys, and composites that
utilize the advantages offered by amorphous alloy technology.


LOS ROBLES: Eroding 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
Los Robles CDO Ltd.

Class Description: $225,000,000 Class A-2 Floating Rate Notes Due
Aug. 12, 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $67,500,000 Class A-3 Floating Rate Notes Due
Aug. 12, 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $33,000,000 Class B Floating Rate Notes Due
Aug. 12, 2047

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

Additionally, Moody's also downgraded these notes:

Class Description: $37,500,000 Class C Deferrable Interest
Floating Rate Notes Due Aug. 12, 2047

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

Class Description: $30,750,000 Class D Deferrable Interest
Floating Rate Notes Due Aug. 12, 2047

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

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


MACKLOWE PROPERTIES: Topland Group Eyes Manhattan Properties
------------------------------------------------------------
Topland Group Holdings Ltd. appears interested in acquiring Harry
Macklowe's Manhattan properties, including General Motors
Building, Laura Chesters of Property Week in London relates.

Topland joins a shortlist of potential buyers, Larry Silverstein
and Vornado Realty Trust, a junior creditor of Macklowe.  However,
the report says, Topland hasn't formalized its bid.

The Macklowe properties are marketed by Citigroup and CB Richard
Ellis Group Inc.  Jones Lang LaSalle is Topland's adviser.

                 Offers for Macklowe's GM Building

As reported by the Troubled Company Reporter on Feb. 20, 2008, Mr.
Macklowe received offers to buy his General Motors Building
from several parties, including developer Larry Silverstein and
Joseph Cayre.  Several offers for the GM Building are more than
$3 billion amid the sluggish economy, the TCR reported on Feb. 20,
2008.

On Jan. 16, 2008, the TCR related that Mr. Macklowe hired CB
Richard Ellis to sell off GM building at 767 Fifth Avenue in
midtown Manhattan for more than $3 billion.  Mr. Macklowe acquired
the 50-story GM building in 2003 from Conseco Inc. for
$1.4 billion.  The building, which originally served as a showroom
for General Motors cars, is part of the collateral the a bridge
loan from Fortress Investment Group LLC.

              Market Woes Slow Down GM Building Sale

On March 27, 2008, the TCR reported that investors await the
completion of the sale of the GM Building for an asking price of
$3 billion amid slowed transactions in the commercial property
sector.

According to Jones Lang LaSalle managing director, Nat Rockett,
"there is [generally] very, very little transaction activity" in
the market.  He commented that the so-called benchmark sale of GM
Building will result in "a disproportionate impact."

                    Lenders Waive Loan Default

A spokesperson for Macklowe Properties founder stated Feb. 15,
2008, that Mr. Macklowe obtained a waiver extending the maturity
of his billions of dollars in debts owed to two major lenders,
Deutsche Bank AG and Fortress.

As previously reported by the TCR, Mr. Macklowe owes Deutsche Bank
about $5.8 billion, and Fortress about $1.2 billion, plus accrued
interest.  Both of the debts, secured by Mr. Macklowe's $7 billion
real property in Manhattan, originally matured Feb. 9, 2008.

                       About Topland Group

London-based Topland Group Holdings Ltd. --
http://www.topland.co.uk/-- is a privately owned international  
investment groups, with property assets of $8 billion.  It is
known for the acquisition of 33 supermarkets and two distribution
centres from Tesco in 2004 at around $1.3 billion, as well as the
Marks & Spencer portfolio of 78 stores in 2001 for
EUR1.69 billion.  Topland disposed of its interest in the Joint
Venture with Tesco, and has sold its portfolio at market value at
around $1.9 billion.  It is diversifying into Europe, having
acquired the Magnum Portfolio, consisting of retail warehousing in
Germany.  Sol Zakay runs Topland.

The Topland Group of Companies forms the UK based operations of
Topland Group Holdings Ltd., and has responsibility for the
management of the majority of the Group's property holdings.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that   
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe,
whose son, William Macklowe, serves as the company's president.  
The company currently owns about 12 million square feet of office
space and 900 apartment units.


MORGAN STANLEY: S&P Downgrades Ratings on Four Classes of Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of certificates issued by Morgan Stanley Mortgage Loan
Trust 2004-11AR and on two classes of certificates issued by PPT
Asset-Backed Certificates Series 2004-1.  Concurrently, S&P  
affirmed its ratings on 179 classes from these and 24 other U.S.
Alternative-A transactions issued in 2004 or earlier.

S&P lowered its ratings on the class 1-B-5 and B-5 mortgage pass-
through certificates from Morgan Stanley Mortgage Loan Trust 2004-
11AR to 'CCC' from 'B' and lowered the ratings on that issuer's
class 1-B-4 and B-4 certificates to 'B' from 'BB'.  The downgrades
reflect severe delinquencies (90-plus days, foreclosures, and
REOs) of approximately 21% of the current pool balance of loans
backing the first structure, and approximately 7.2% for the second
structure.  At these levels, the projected credit support for
these classes is inadequate for the prior ratings.  Furthermore,
this transaction has started to incur heavier losses over the past
three months.

In addition, S&P lowered its ratings on the class B-3 asset-backed
certificates issued by PPT Asset-Backed Certificates Series 2004-1
to 'CCC' from 'BBB-' and S&P's ratings on the class B-2
certificates from the same transaction to 'BB' from 'BBB'.  This
transaction's losses have outpaced excess interest, and
overcollateralization (O/C) is approximately 0.37% of the original
pool balance, below the target of 0.50%.  Current severe
delinquencies are approximately 4.8% of the current pool balance,
which indicates that the projected credit support for both classes
is inadequate for the prior ratings.  The losses incurred by this
transaction have also increased over the past six months.

The rating on the class M-5 asset-backed pass-through certificates
issued by Homestar Mortgage Acceptance Corp. 2004-3 remains on
CreditWatch with negative implications due to high severe
delinquencies compared with available credit support.  O/C for
this transaction is approximately 0.37% of the original pool
balance, which is below its target of 0.50%.  Severe delinquencies
are approximately 6.3 times O/C. Excess interest has exceeded
losses in two of the past three months and in five of the past 12
months.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If losses or delinquencies decline, and the
level of credit support has not further eroded, S&P will affirm
the rating and remove it from CreditWatch.  Conversely, if losses
continue to outpace excess interest or if delinquencies continue
to grow, S&P will take further negative rating actions.

Standard & Poor's affirmed the ratings on the other transactions
due to performance that is sufficient to support the current
ratings.  The severe delinquencies for these transactions range
from zero for several transactions to 21.4% of the current pool
balance for Impac Secured Asset Corp. Series 2000-3.  Losses range
from zero for several transactions to approximately 3.57% of the
original pool balance for PPT Asset-Backed Certificate Series
2004-1.

Credit support for these transactions is provided through a
combination of subordination, excess spread, and O/C, and some
classes receive additional support from a bond insurance policy.   
The pools initially consisted of Alt-A, fixed- and adjustable-rate
mortgage loans secured by first or second liens on residential
properties.

                         Ratings Lowered

             Morgan Stanley Mortgage Loan Trust 2004-11AR

                                              Rating
                                              ------
          Transaction         Class      To             From
          -----------         -----      --             ----
          2004-11AR           1-B-4      B              BB
          2004-11AR           B-4        B              BB
          2004-11AR           1-B-5      CCC            B
          2004-11AR           B-5        CCC            B

             PPT Asset-Backed Certificates Series 2004-1

                                              Rating
                                              ------
          Transaction         Class      To             From
          -----------         -----      --             ----
          2004-1              B-2        BB             BBB
          2004-1              B-3        CCC            BBB-

              Rating Remaining on CreditWatch Negative

                 Homestar Mortgage Acceptance Corp.

                                        Rating
                                        ------
   Transaction         Class      To             From
   -----------         -----      --             ----
   2004-3              M-5        BBB/Watch Neg  BBB/Watch Neg

                         Ratings Affirmed

                  HomeBanc Mortgage Trust 2004-1

                Transaction         Class      Rating
                -----------         -----      ------
                2004-1              I-A        AAA
                2004-1              II-A       AAA
                2004-1              II-M-1     AA
                2004-1              I-M-1      AA
                2004-1              II-M-2     A
                2004-1              I-M-2      A
                2004-1              I-B        BBB
                2004-1              II-B       BBB

                   HomeBanc Mortgage Trust 2004-2

                Transaction         Class      Rating
                -----------         -----      ------
                2004-2              A-1        AAA
                2004-2              A-2        AAA
                2004-2              M-1        AA
                2004-2              M-2        A
                2004-2              B-1        BBB

                 Homestar Mortgage Acceptance Corp.

                Transaction         Class      Rating
                -----------         -----      ------
                2004-3              AV-1       AAA
                2004-3              AV-2C      AAA
                2004-3              AV-3       AAA
                2004-3              M-1        AA
                2004-3              M-2        A
                2004-3              M-3        A-
                2004-3              M-4        BBB+
                2004-4              A-2        AAA
                2004-4              A-3        AAA
                2004-4              M-1        AA
                2004-4              M-2        AA-
                2004-4              M-3        A+
                2004-4              M-4        A
                2004-4              M-5        A-
                2004-4              M-6        BBB+
                2004-4              M-7        BBB

                  Impac CMB Trust Series 2002-9F

                Transaction         Class      Rating
                -----------         -----      ------
                2002-9F             A-1        AAA
                2002-9F             M-1        AA+
                2002-9F             M-2        A+
                2002-9F             B          BBB

                   Impac CMB Trust Series 2003-2F

                Transaction         Class      Rating
                -----------         -----      ------
                2003-2F             A-1        AAA
                2003-2F             M-1        AA+
                2003-2F             M-2        A+
                2003-2F             B          BBB+

                     Impac CMB Trust 2003-9F

                Transaction         Class      Rating
                -----------         -----      ------
                2003-9F             A-1        AAA
                2003-9F             M          AA

                  Impac CMB Trust Series 2004-3  

                Transaction         Class      Rating
                -----------         -----      ------
                2004-3              3-A        AAA
                2004-3              3-M-1      AA
                2004-3              3-M-2      A
                2004-3              3-B        BBB

                  Impac CMB Trust Series 2004-4

                Transaction         Class      Rating
                -----------         -----      ------
                2004-4              1-A-1      AAA
                2004-4              1-A-2      AAA
                2004-4              1-A-3      AAA
                2004-4              2-A-1      AAA
                2004-4              2-A-2      AAA
                2004-4              1-M-1      AA+
                2004-4              1-M-2      AA+
                2004-4              2-M-1      AA+
                2004-4              1-M-3      AA
                2004-4              1-M-4      AA
                2004-4              1-M-5      A+
                2004-4              2-M-2      A+
                2004-4              1-M-6      A
                2004-4              2-B        BBB+

                     Impac CMB Trust 2004-5  

                Transaction         Class      Rating
                -----------         -----      ------
                2004-5              1-A-1      AAA
                2004-5              1-A-3      AAA
                2004-5              1-M-1      AAA
                2004-5              2-A        AAA
                2004-5              I-A-2      AAA
                2004-5              1-M-2      AA+
                2004-5              1-M-3      AA+
                2004-5              1-M-4      AA
                2004-5              1-M-5      AA
                2004-5              1-M-6      AA-

                   Impac CMB Trust Series 2004-6   

                Transaction         Class      Rating
                -----------         -----      ------
                2004-6              1-A-1      AAA
                2004-6              1-A-2      AAA
                2004-6              1-A-3      AAA
                2004-6              2-A        AAA
                2004-6              M-1        AAA
                2004-6              M-2        AAA
                2004-6              M-3        AA+
                2004-6              M-4        AA+
                2004-6              M-5        AA
                2004-6              M-6        AA

                 Impac CMB Trust Series 2004-7   

                Transaction         Class      Rating
                -----------         -----      ------
                2004-7              1-A-1      AAA
                2004-7              1-A-2      AAA
                2004-7              2-A        AAA
                2004-7              M-1        AAA
                2004-7              M-2        AA+
                2004-7              M-3        AA+
                2004-7              M-4        AA+
                2004-7              M-5        AA

                 Impac CMB Trust Series 2004-9   

                Transaction         Class      Rating
                -----------         -----      ------
                2004-9              1-A-1      AAA
                2004-9              1-A-2      AAA
                2004-9              2-A        AAA
                2004-9              M-1        AA+
                2004-9              M-2        AA+
                2004-9              M-3        AA
                2004-9              M-4        AA
                2004-9              M-5        A+
                2004-9              M-6        A

                    Impac Secured Assets Corp.

                Transaction         Class      Rating
                -----------         -----      ------
                2000-3              A-13       AAA
                2000-3              A-14       AAA
                2002-2              A-3        AAA
                2002-2              A-IO       AAA
                2002-2              A-PO       AAA
                2002-2              M-1        AAA
                2002-2              M-2        AA+
                2002-2              M-3        A
                2002-2              B-1        BB
                2002-2              B-2        B
                2002-3              M-1        AAA
                2002-3              M-2        AA
                2002-3              B          BB
                2003-1              A-1        AAA
                2003-1              M-1        AA+
                2003-1              M-2        A+
                2003-1              B          BBB+
                2003-3              A-1        AAA
                2003-3              M-1        AA
                2003-3              M-2        A
                2003-3              B          BBB
                2004-1              A-4        AAA
                2004-1              A-5        AAA
                2004-1              A-6        AAA
                2004-1              M-1        AA
                2004-1              M-2        A
                2004-1              M-3        BBB
                2004-2              A-4        AAA
                2004-2              A-5        AAA
                2004-2              A-6        AAA
                2004-2              M-1        AA
                2004-2              M-2        A
                2004-2              M-3        BBB

                Morgan Stanley Mortgage Loan Trust

                Transaction         Class      Rating
                -----------         -----      ------
                2004-11AR           1-A-1      AAA
                2004-11AR           1-A-2A     AAA
                2004-11AR           1-A-2B     AAA
                2004-11AR           1-X-2      AAA
                2004-11AR           1-X-B      AAA
                2004-11AR           2-A        AAA
                2004-11AR           3-A        AAA
                2004-11AR           4-A        AAA
                2004-11AR           5-A        AAA
                2004-11AR           A-R        AAA
                2004-11AR           1-B-1      AA
                2004-11AR           B-1        AA
                2004-11AR           1-B-2      A
                2004-11AR           B-2        A
                2004-11AR           1-B-3      BBB
                2004-11AR           B-3        BBB

                      MortgageIT Trust 2004-1

                Transaction         Class      Rating
                -----------         -----      ------
                2004-1              A-1        AAA
                2004-1              A-2        AAA
                2004-1              M-1        AAA
                2004-1              M-2        AA
                2004-1              B-1        A
                2004-1              B-2        BBB

                      MortgageIT Trust 2004-2   

                Transaction         Class      Rating
                -----------         -----      ------
                2004-2              A-1        AAA
                2004-2              A-2        AAA
                2004-2              M-1        AAA
                2004-2              M-2        AA
                2004-2              B-1        A
                2004-2              B-2        BBB

                    PPT Asset-Backed Certificates

                Transaction         Class      Rating
                -----------         -----      ------
                2004-1              A          AAA
                2004-1              M-1        AA
                2004-1              M-2        A
                2004-1              B-1        BBB+

                    RAAC Series 2004-SP1 Trust

                Transaction         Class      Rating
                -----------         -----      ------
                2004-SP1            A-I-2      AAA
                2004-SP1            A-I-3      AAA
                2004-SP1            A-I-4      AAA
                2004-SP1            A-II       AAA
                2004-SP1            M-1        AA
                2004-SP1            M-2        A
                2004-SP1            M-3        BBB

                    RAAC Series 2004-SP3 Trust   

                Transaction         Class      Rating
                -----------         -----      ------
                2004-SP3            A-I-1      AAA
                2004-SP3            A-I-2      AAA
                2004-SP3            A-I-3      AAA
                2004-SP3            A-I-4      AAA
                2004-SP3            A-I-5      AAA
                2004-SP3            A-II       AAA
                2004-SP3            M-I-1      AA
                2004-SP3            M-II-1     AA
                2004-SP3            M-I-2      A
                2004-SP3            M-II-2     A
                2004-SP3            M-I-3      BBB
                2004-SP3            M-II-3     BBB
                2004-SP3            M-II-4     BBB-


MORGAN STANLEY: Fitch Cuts Rating on $64.9MM Certificates to BB+
----------------------------------------------------------------
Fitch Ratings downgraded Morgan Stanley Capital I Inc. series 2005
XLF, commercial mortgage pass-through certificates as:

  -- $64.9 million class M to 'BB+' from 'BBB-'; Rating Watch
     Negative.

In addition, Fitch affirmed these classes:

  -- $295 million interest-only class X at 'AAA';
  -- $41.7 million class F at 'AAA';
  -- $43.8 million class G at 'AAA';
  -- $43.1 million class H at 'AA+';
  -- $36.9 million class J at 'A';
  -- $27.8 million class K at 'BBB+';
  -- $36.8 million class L at 'BBB'.

Classes A-1, A-2, B, C, D, E and the non-rated classes N-TG, N-FB
and O-FB have been paid in full.

Class M is downgraded and removed from Rating Watch Negative due
to continued uncertainty regarding leasing at the Dominion Tower
loan (10.2%).  As of the April 2008 distribution date, the
transaction has paid down 84.5%, to $295 million from $1.9 billion
at issuance.  Four of the original 17 loans remain.

The Dominion Tower loan (10.2%) is secured by an office building
in Pittsburgh, Pennsylvania that is currently 42% occupied.  The
largest tenant at issuance vacated its space comprising 19.3% of
net rentable area in August 2007.  The borrower has signed a lease
with a replacement tenant for 13.8% of net rentable area.  With
the new tenant, physical occupancy will increase to 56%, which is
below the market average of 82%.  The loan's current extended
maturity date is May 9, 2008, and the borrower has applied for the
second of three one-year extension options.  The loan no longer
maintains an investment grade shadow rating.

The largest loan in the transaction, Metrocenter Mall (38%), is
secured by 534,912 square feet of a 1.3 million square foot
regional mall located in Phoenix, Arizona.  The mall is undergoing
an extensive renovation, and two of its former anchor spaces are
vacant.  However, performance and occupancy at the collateral
space were stable as of Year End 2007, and management is in
discussions with potential tenants to lease the anchor spaces.  
The YE 2007 Fitch stressed debt service coverage ratio was 1.54
times, compared to 1.27x at issuance.  Occupancy of the collateral
was 95% compared to 92.9% at issuance.  The mall is well-located
and benefits from experienced sponsorship and management by the
Macerich Company.  The loan's current extended maturity date is
Feb. 9, 2009, and there is one more one-year extension option.

Lakeside Technology Center (26.4%) is secured by a 1.1 million
square foot office/telecom building located in Chicago, Illinois.   
Performance has improved significantly since issuance.  As of YE
2007 occupancy had increased to 85% compared to 69.8% at issuance,
and the Fitch stressed DSCR was 3.40x, compared to 1.49x.  The
loan matures on June 9, 2008, and the borrower has applied for the
first of two one-year extension options.

Waterfront Corporate Center II (25.4%) is secured by a 531,159
square foot office building located in Hoboken, New Jersey.  As of
YE 2007, occupancy had increased to 88.2% from 83% at issuance,
and the Fitch stressed DSCR was unchanged from issuance at 1.37x.  
The loan's extended maturity date is Feb. 9, 2009, and there is
one more one-year extension option.

Performance for three of the four remaining loans has been stable-
to-improved since issuance.  Two of the three loans are currently
within their first extension options, and a third has applied to
exercise its first extension option.  Loan extensions are expected
as the three loans currently have interest rates that are lower
than prevailing market rates.

Fitch reviewed YE 2007 operating statements and recent rent rolls
for each of the four remaining loans.  The DSCRs for the loans are
calculated based on a Fitch adjusted net cash flow and a stressed
debt service based on the current loan balances and a hypothetical
mortgage constant.


NEW CENTURY: Committee Calls For Investigation Over Disputes
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of New Century Financial Corporation and its
affiliates -- as co-proponent together with the Debtors to the
First Amended Joint Chapter 11 Plan of Liquidation dated as of
March 18, 2008 -- states that a number of disputes and
controversies between the various creditor constituencies had to
be investigated and settled in connection with the consensual
plan.  Starting with the premise that the cases should be
confirmed on a deconsolidated basis -- the separate assets and
liabilities of each Debtor entity should be respected -- the Plan
Proponents, the Debtors and the Committee have examined numerous
issues involving the assets and liabilities of the separate
Debtors' estates, as well as other material issues not reflected
on the Debtors' books and records.

Representing the Creditors Committee, according to David W.
Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, the
various creditors represented on the Committee engaged in
extensive, arm's-length negotiations, to try and settle certain
disputes without having to resort to costly, time-consuming and
protracted litigation.

The Plan embodies a number of intricate and complex settlements
among the various creditors having claims against different
Debtor entities.  Those settlements are interrelated and cannot
be modified without impacting the other compromises embodied in
the Plan.

Mr. Carickhoff relates that one of the principal issues that had
to be resolved was determining the proper allocation method of
the administrative expenses among the various Debtors' estates.
The Debtors and the Committee decided that an appropriate method
would be to base the allocation on the estimated asset values of
the various Debtor groups, resulting in the allocation of the
expenses at 22.4% to the Holding Company Debtors, 76.8% to the
Operating Company Debtors, and 0.7% to Access Lending.

The Committee also raised issues concerning the proper ownership
of certain assets by a Debtor, the Carrington Interest in
particular.  The Committee ultimately decided, when attempting to
ensure that creditors were not adversely impacted by the Holding
Company Debtors/Operating Company Debtors structure, that
ownership of the Carrington Interest should be divided at 50% to
New Century Financial Corp. and 50% to New Century TRS Holdings,
Inc., and that the assets held in the Rabbi Trust should be
allocated 100% to NCFC.  The Committee admits that different
results could have been reached, but the asset allocations were
part of the Plan compromises.

Mr. Carickhoff adds that other issues concerning the treatment of
intercompany claims, the sale or securitization of mortgage
loans, the Multi-Debtor Claim Protocol and the EPD/Breach Claim
Protocol, have also been resolved.

After months of negotiations, Mr. Carickhoff says that the
Committee voted unanimously to approve the terms of the Plan.  
The Committee's approval demonstrates broad acceptance of the
Plan, since it is comprised of a balanced cross-section of the
different creditor constituencies.

The Committee submits that the Plan, as well as the compromises
and settlements contained therein, is reasonable and should be
approved by the Court in its entirety.

                        Natixis Objects

Natixis Real Estate Capital, Inc., opposes the Debtors' request
to modify the the First Amended Joint Plan.

In connection to a settlement of disputes with Goldman Sachs
Mortgage Company as incorporated in the Modifications, Natixis
states that it is not clear how the proposed settlement will
impact its rights or benefit the Debtors' estates.

It relates that Natixis had purchased 71 mortgage loans from
Maxim Mortgage Corp., for $14,600,000.  Natixis paid $10,200,000
of the purchase price to New Century Warehouse Corp., doing
business as Access Lending, for 52 Mortgage Loans financed by
NCWC.  In exchange for the payment, NCWC gave Natixis a security
release certification.

According to Natixis, Goldman, a direct lender to NCWC, was the
bona fide owner of the Mortgage Loans.  Natixis is allegedly
liable to Goldman for the purchase price of 38 Mortgage Loans,
for which Natixis paid $7,521,917.  Goldman had filed a complaint
against Natixis, which Natixis sought to dismiss.  Goldman and
Natixis also filed separate claims against NCWC.

Under the Plan, the Debtors and Goldman have entered into a
settlement, allowing Goldman a $9,506,754 unsecured claim against
NCWC, a $5,000,000 unsecured claim against New Century Financial
Corp., and a release from the Debtors.

Natixis insists that the settlement with Goldman does not clearly
indicate how Goldman will allocate the settlement proceeds to
various aspects of its claims, including those arising from the
Mortgage Loans.

Natixis seeks a continuance of the Plan confirmation as it
relates to the settlement, asserting that the shortened notice
period is insufficient time to fully analyze the Modifications.

              Plan Proponents File Support Brief

The Court has allowed the Plan Proponents to file and serve their
reply brief supporting the Second Amended Joint Plan of
Liquidation dated April 23, 2008, as well as the and supplemental
reply of the Committee in further support of the Plan
Confirmation.

The Plan Proponents asserted that the additional time to file and
serve the replies is warranted with regard to objections to the
Second Amended Plan, as well as the complexity of the issues
raised in the objections.

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


NEW CENTURY: Plan Confirmation Hearing Slated for May 7
-------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware adjourned the trial to consider confirmation
of New Century Financial Corp. and its subsidiaries' Chapter 11
plan to May 7, 2008.  

The Court held hearings on April 24 and 25.  The Debtors and the
Official Committee of Unsecured Creditors, co-proponents of the
First Amended Joint Chapter 11 Plan of Liquidation, dated
March 18, 2008, asked the Court at the confirmation hearings to
approve the Plan, noting that majority of the voting classes
supported the Plan.  The Plan Proponents, however, faced
opposition from a number of parties at the hearing.

The Debtors were asked by the Court whether there were trigger
issues that would jeopardize any financing due to the timing of
the Plan's confirmation.  "Your Honor, no -- given it's a
liquidating case, no fixed triggers that we heard of.  Just an
overwhelming desire to cut the burn rate on behalf of all
parties," said Suzzane Uhland, Esq., at O'Melveny & Myers, LLP,
in Newport Beach, California, counsel for the Debtors.

Judge Carey said at the April 25 hearing he expects to rule on
the Plan between "two and four weeks."

"I won't have a confirmation decision out by then, in any event,"
Judge Carey said, referring to the May 7 hearing.  Judge Carey
allowed the parties to make post-hearing submissions supporting
or objecting to the confirmation of the Plan.

             Parties Discuss Oppositions to the Plan

At the April 24 hearing, Ben Logan, Esq., at O'Melveny & Myers,
LLP, in Los Angeles, California, told the Court that the Plan had
been strongly supported by the creditors.  He said that majority
of the classes voted either 99% or 100%, and added that the only
rejecting class nonetheless voted overwhelmingly in dollar amount
in favor of the Plan.

With respect to the Debtors' substantive consolidation, Mr. Logan
explained that substantive consolidation "meshes the debtors
together," effecting a merger.  He said that the Plan is a
settlement of inter-company, inter-creditor issues, as opposed to
a substantive consolidation compromise.

Mr. Logan maintained that the only objecting group with respect
to the Plan have rights that they will litigate in the adversary
proceeding -- Gregory J. Schroeder, Michelle Parker, Martin
Warren, Steve Holland, Nabile Bawa and the Ad Hoc Committee of
Beneficiaries of the New Century Financial Corporation Deferred
Compensation Plan and/or Supplemental Executive Retirement/
Savings Plan.  Mr. Logan pointed out that the Plan will not stop
the adversary proceeding.

Representing the Beneficiaries, Robert J. Keach, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., in Portland, Maine,
stated that the Debtors must establish that Plan is better for
each and every individual debtor than a Chapter 7 case.  He
asserted that there is no evidence on that in the record.

Mr. Keach insisted that the Plan's provision permitting creditors
of companies other than NCFC to share in the assets violates the
settled property rights that existed pre-bankruptcy, thus
violating Sections 1129(a)(1) and (3) of the Bankruptcy Code.  He
also pointed out that for a "cram-down plan" to be confirmed, the
Court must establish the inherent fairness of the Plan on all
levels to the dissenting class.  He insists that the Plan is not
inherently fair to the dissenting class, and therefore, must
fail.

The New York State Teachers' Retirement System, a plaintiff in a
shareholder securities class action on behalf of the putative
class of investors who purchased New Century securities, raised
its opposition on the prepetition exculpation provision of the
Plan.

Michael S. Etkin, Esq., at Lowenstein Sandler PC, in New York,
asserted the Debtors are being protected by the extension of the
automatic stay, which stretches beyond confirmation through the
closing of the case or the termination of the liquidating trust.

Mr. Etkin believes that the Plan should not preclude NYSTRS from
proceeding with their rights.  The Plan's language permanently
enjoins NYSTRS from issuing a subpoena to the liquidating trust
for documents in connection with the pursuit of the securities
litigation.  He insists that this preclusion is not justified.

The Court said, however, that opening the door to all litigation
as part of the confirmation order will interfere with the
administration of the estate.  It will be better and more
appropriate that the plaintiffs file individual requests for the
pursuit of their litigation.

Ms. Uhland clarified that under the Plan, the prepetition claims
in the Securities Litigation are not in any way released.  The
Plan satisfies Mr. Etkin's contention that NYSTRS should have the
benefit of a relief from stay to go after insurance proceeds,
which are offered to personal injury claimants, Ms. Uhland added.

With respect to the Debtors' dispute with the Internal Revenue
Service, Ms. Uhland told Judge Carey the parties have reached
agreement in language, which that will go into the Plan's
confirmation order.

On behalf of the Committee, Mark T. Power, Esq., at Hahn & Hessen
LLP, in New York, told Judge Carey that the Plan was an
"extremely complicated process" that took many months to resolve.  
He noted the Plan and the compromises proposed in it received
overwhelming support by majority of the creditors, with the
exception of the Beneficiaries who are litigating with the
estate.

Mr. Power emphasized that the the paramount interests of
creditors have been satisfied, and asked that the Court confirm
the Plan.

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


NORTEL NETWORKS: Net Loss Widens to $138MM in 2008 First Quarter
----------------------------------------------------------------
Nortel* Networks Corporation reported its results for first
quarter ended March 31, 2008, which demonstrated continued
progress against the company's turnaround strategy.

The company reported a net loss in the first quarter of 2008 of
$138 million compared to net loss of $103 million in the first
quarter of 2007 and net loss of $844 million in the fourth quarter
of 2007.

The net loss $138 million included:

   -- special charges of $88 million for restructurings;

   -- a loss of $19 million due to changes in foreign exchange
      rates;

   -- a charge of $12 million related to a patent lawsuit
      settlement; and

   -- a gain of $16 million from mark-to-market gains on interest
      rate swaps.

The net loss in the first quarter of 2007 of $103 million included
a shareholder litigation gain of $54 million reflecting a mark-to-
market adjustment of the share portion of the class action
settlement and special charges of $80 million for restructuring.

The net loss in the fourth quarter of 2007 of $844 million
included a reduction of the deferred tax asset of $1,043 million,
special charges of $38 million for restructurings, a gain of
$23 million on the sale of assets, a gain of $40 million due to
favourable effects of changes in foreign exchange rates and a gain
due to a market value adjustment of $15 million on an interest
rate swap.

"Nortel had a strong first quarter, driven by the completion of a
contract in our LG-Nortel joint venture and continued improvements
in gross and operating margins, Mike Zafirovski, Nortel president
and chief executive officer, said.  "Nortel's operating margin, a
critical measure of our plan's traction, expanded for the seventh
consecutive quarter year over year, recording a 512 bps
improvement to 4.7%."

"We except to achieve our full year guidance and we continue to
make solid progress against the strategy to turn around the
company," Mr. Zafirovski added.  "Our relentless focus on
execution and our determination to deliver value to customers is
strengthening the foundation upon which to build our performance
over the balance of 2008 and beyond."

Cash balance at the end of the first quarter of 2008 was
$3.2 billion, down from $3.5 billion at the end of the fourth
quarter of 2007.  The decrease in cash was driven by a cash
outflow from operating activities of $260 million, cash used in
investing activities of $44 million and cash used in financing
activities of $14 million.

The cash outflow from operating activities of $260 million
included a net loss of $138 million and outflows of $264 million  
related to:

   -- the payment of 2007 bonuses and fourth quarter sales  
      compensation;

   -- $121 million related to pension funding;

   -- $51 million cash payments related to its restructuring
      plans.

The cash outflow was partially offset by net cash inflows of
$99 million of working capital and non-cash additions including
$82 million of amortization and depreciation and $78 million of
minority interest related to profitability of the LG-Nortel joint
venture.

At March 31, 2008, the company's balance sheet showed total assets
of $16.2 billion, total liabilities of $13.6 billion and total
shareholders' deficit of about $2.6 billion.

                   About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service's
'B3' Senior Unsecured Debt rating which was placed on March 22,
2007.


PARK PLACE: Fitch Downgrades Ratings on 37 Certificate Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the six Park Place
Securities, Inc. transactions listed below.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $2.2 billion and
downgrades total $1.2 billion.

Series 2004-MHQ1
  -- $72.9 million class A-1 affirmed at 'AAA';
  -- $39.8 million class A-4 affirmed at 'AAA';
  -- $110.6 million class M-1 affirmed at 'AA+';
  -- $99.4 million class M-2 affirmed at 'AA';
  -- $56 million class M-3 affirmed at 'AA-';
  -- $49 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $42 million class M-5 downgraded to 'BBB' from 'A';
  -- $35 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $17 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $13.3 million class M-8 downgraded to 'BB' from 'BBB';
  -- $15.4 million class M-9 downgraded to 'B' from 'BBB-';
  -- $13.7 million class M-10 affirmed at 'B'.

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co., Town & Country
     Credit Co., Argent Mortgage Co., and Olympus Mortgage Co.;
  -- 60+ day Delinquency: 25.98%;
  -- Realized Losses to date (% of Original Balance): 3.30%.

Series 2004-WCW1
  -- $96 million class M-1 affirmed at 'AA';
  -- $40.7 million class M-2 affirmed at 'AA-';
  -- $78.3 million class M-3 affirmed at 'A';
  -- $17.2 million class M-4 affirmed at 'BBB+';
  -- $18.8 million class M-5 downgraded to 'BB' from 'BBB';
  -- $17.2 million class M-6 downgraded to 'B+' from 'BB';
  -- $17.2 million class M-7 downgraded to 'B' from 'BB';
  -- $15.9 million class M-8 downgraded to 'C/DR5' from 'BB-';
  -- $7 million class M-9 downgraded to 'C/DR6' from 'B'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 29.60%;
  -- Realized Losses to date (% of Original Balance): 3.65%.

Series 2004-WCW2
  -- $137.7 million class M-1 affirmed at 'AA+';
  -- $120 million class M-2 affirmed at 'AA';
  -- $54 million class M-3 affirmed at 'AA-';
  -- $52.5 million class M-4 downgraded to 'A' from 'A+';
  -- $51 million class M-5 downgraded to 'BBB+' from 'A-';
  -- $37.5 million class M-6 downgraded to 'BBB-' from 'BBB+';
  -- $36 million class M-7 downgraded to 'BB' from 'BBB';
  -- $15.6 million class M-8 downgraded to 'BB-' from 'BB';
  -- $20.5 million class M-9 downgraded to 'B+' from 'BB-';
  -- $15.6 million class M-10 affirmed at 'B'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 27.33%;
  -- Realized Losses to date (% of Original Balance): 3.06%.

Series 2004-WHQ1
  -- $4.7 million class A-1 affirmed at 'AAA';
  -- $4.2 million class A-2 affirmed at 'AAA';
  -- $5.1 million class A-5 affirmed at 'AAA';
  -- $77 million class M-1 affirmed at 'AA+';
  -- $60 million class M-2 affirmed at 'AA';
  -- $40 million class M-3 affirmed at 'AA-';
  -- $35 million class M-4 downgraded to 'A' from 'A+';
  -- $30 million class M-5 downgraded to 'BBB+' from 'A';
  -- $30 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $25 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $14.7 million class M-8 downgraded to 'BB' from 'BBB';
  -- $8.8 million class M-9 downgraded to 'B' from 'BB+';
  -- $8.9 million class M-10 downgraded to 'B' from 'BB'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 26.78%;
  -- Realized Losses to date (% of Original Balance): 2.68%.

Series 2004-WHQ2
  -- $39.4 million class A-1B affirmed at 'AAA';
  -- $51.8 million class A-1C affirmed at 'AAA';
  -- $5.8 million class A-1D affirmed at 'AAA';
  -- $40.6 million class A-2A affirmed at 'AAA';
  -- $10.1 million class A-2B affirmed at 'AAA';
  -- $24.7 million class A-3A affirmed at 'AAA';
  -- $49.5 million class A-3D affirmed at 'AAA';
  -- $8.2 million class A-3E affirmed at 'AAA';
  -- $70.9 million class M-1 affirmed at 'AA+';
  -- $197.8 million class M-2 affirmed at 'AA';
  -- $70.9 million class M-3 affirmed at 'AA-';
  -- $94.6 million class M-4 downgraded to 'A-' from 'A+';
  -- $62.3 million class M-5 downgraded to 'BBB' from 'A';
  -- $28 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $47.3 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $53.8 million class M-8 downgraded to 'BB' from 'BBB';
  -- $28.1 million class M-9 downgraded to 'BB' from 'BBB';
  -- $31.8 million class M-10 downgraded to 'B' from 'BB+'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 27.96%;
  -- Realized Losses to date (% of Original Balance): 3.00%.

Series 2004-WWF1
  -- $27.3 million class A-1B affirmed at 'AAA';
  -- $28.3 million class A-1C affirmed at 'AAA';
  -- $6.4 million class A-1D affirmed at 'AAA';
  -- $26.3 million class A-2 affirmed at 'AAA';
  -- $6.6 million class A-3 affirmed at 'AAA';
  -- $Class A-4 affirmed at 'AAA';
  -- $Class A-5 affirmed at 'AAA';
  -- $43 million class M-1 affirmed at 'AA+';
  -- $221.4 million class M-2 affirmed at 'AA';
  -- $64.5 million class M-3 affirmed at 'AA';
  -- $109.7 million class M-4 affirmed at 'AA-';
  -- $73.1 million class M-5 downgraded to 'BBB' from 'A-';
  -- $55.9 million class M-6 downgraded to 'BB+' from 'BBB+';
  -- $68.8 million class M-7 downgraded to 'BB-' from 'BBB-';
  -- $47.2 million class M-8 downgraded to 'B+' from 'BB';
  -- $25 million class M-9 downgraded to 'B' from 'BB';
  -- $17.1 million class M-10 affirmed at 'B';
  -- $16.1 million class M-11 downgraded to 'C/DR6' from 'B'.

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Cos.;
  -- 60+ day Delinquency: 32.13%;
  -- Realized Losses to date (% of Original Balance): 2.91%.


PARMALAT SPA: Settles Securities Class Action for $40,000,000
-------------------------------------------------------------
Parmalat SpA has reached an agreement with investors to settle a
securities class action against it in the United States District
Court for the Southern District of New York.  As a result,
Parmalat will cause 10.5 million shares of stock to be issued in
full satisfaction of any and all claims asserted against it in the
class action, worldwide.  Parmalat will also incur up to EUR1
million of the cost of notifying the class members of the
settlement.

The approximate value of the settlement is $40 million.

In a news statement, Parmalat said it believes that the settlement
is in the best interests of its shareholders to avoid the
distraction and expense of further litigation, and diminishes
uncertainty in the value of its stock.

The settlement is subject to the District Court's approval.

Investors, led by Hermes Focus Asset Management Europe, Ltd.,
commenced a class action lawsuit against Parmalat's former
management, banks and auditors, alleging violations of the
Securities Exchange Act of 1934.  The investors purchased or
otherwise acquired securities of Parmalat Finanziaria SpA and its
subsidiaries and affiliates between and including January 5, 1999,
and December 18, 2003, in reliance on the company's materially
false and misleading financial statements and other public
statements.  The investors sought more than $8,000,000,000 in
damages after they lost their money when Parmalat collapsed in
December 2003 due to substantial operating losses that had been
concealed for over a decade.

The settlement with Parmalat follows two $25 million settlements
investors reached last summer with Credit Suisse Group and BNP
Paribas' Banca Nazionale del Lavoro.

Grant & Eisenhofer, which represents Hermes, served as co-lead
counsel to Parmalat investors.  Managing partner Stuart Grant
noted, "We are very pleased with the settlement reached with the
company, bringing total investor recovery obtained so far in the
Parmalat case to approximately $90 million.  We will also continue
to press claims against other defendants whom we allege defrauded
investors over a period of years prior to Parmalat's ultimate
collapse in 2003."

Remaining defendants in the ongoing case include Citigroup and
Bank of America, as well as accounting firms Deloitte & Touche and
Grant Thornton, along with certain individuals and Italian law
firms.

Dr. Enrico Bondi, Parmalat's current chief executive officer who
was installed by the Italian government to run the company
immediately after its collapse, also has sued various financial
institutions and accounting firms before courts in the U.S. and in
Italy seeking damages for the dairy giant's demise.

                      About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Three Cayman Islands-based special-purpose vehicles created by
Parmalat were placed under separate winding up petitions before
the Grand Court of the Cayman Islands in January 2004.  Gordon I.
MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as
liquidators in the cases of Dairy Holdings Ltd., Parmalat Capital
Finance Ltd., and Food Holdings Ltd.  On Jan. 20, 2004, the
Liquidators filed Sec. 304 petitions, Case No. 04-10362, in the
United States Bankruptcy Court for the Southern District of New
York on behalf of Parmalat Finance, et al.  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PHILADELPHIA AUTHORITY: S&P Removes Watch on Renegotiation Success
------------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch with
negative implications its 'BB' rating on Philadelphia Authority
for Industrial Development, Pennsylvania's series 2005A and 2005B
tax-exempt and taxable fixed-rate revenue bonds, supported by
Leadership Learning Partners Charter School.  The outlook is
stable.
     
The removal from CreditWatch with negative implications reflects
the school's successful efforts to renegotiate its management
contract with Mosaica Education Inc. and establish a payment plan
for past due amounts, which is expected to improve liquidity over
time.

S&P lowered its rating on the authority to 'BB' from 'BBB-' in
December 2008 due to fiscal stress associated with program
expansion that had negatively affected the school's liquidity and
ability to meet operating costs.  At the same time, S&P placed the
rating on CreditWatch with negative implications pending
additional information about the school's current financial
condition.  A gross revenue pledge from LLPCS and a first deed of
trust on the school's buildings secure the bonds.

The significant operating and facility changes since the bonds
were issued have strained the school's financial condition and
present significant challenges to the current management team.  
The school relies on a management company (Mosaica) for its
financial operations, including budgeting, accounting, and
financial reporting.  The school was not able to make payments
to Mosaica in fiscal 2008 due to strained liquidity because of
various school program expansions and delays in state assistance.  
The school successfully renegotiated its services agreement with
Mosaica in January 2008.  Past due payments identified in the
agreement total $638,109.  No payments will be made by the school
in fiscal 2008, but the school will pay past due amounts monthly
from July 2008 to July 2012 at an interest rate of 8%.  The lower
fee for future services and the repayment plan provide the school
with some budget relief, and the school expects liquidity and
financial operations to improve in the future.

"The school's liquidity has stabilized following a renegotiation
of the school's management contract with Mosaica Education Inc.,"
said Standard & Poor's credit analyst Robin Prunty.  "While
liquidity has stabilized, it remains weak, and the school has
limited flexibility to manage contingencies.  Future credit
direction will be determined by the school's ability to generate
positive financial operations in the future, as well as by a track
record of improved liquidity."
     
The rating action affects roughly $10.845 million in outstanding
debt.


PLASTECH ENGINEERED: Inks MOU with GM for Exit Financing
--------------------------------------------------------
In connection with the $87,000,000 financing provided by its
major customers General Motors Corporation, Chrysler, LLC,
Johnson Controls, Inc., and Ford Motor Company, Plastech
Engineered Products Inc. and its debtor-affiliates agreed to a
covenant requiring that at least one Major Customer accept, by
May 15, 2008, a proposal by the Debtors regarding a means of
exiting Chapter 11.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, informs the U.S. Bankruptcy Court
for the Eastern District of Michigan that General Motors has
accepted Plastech's Chapter 11 exit plan, pursuant to the terms of
a memorandum of agreement, and a related sale of assets in
connection with the memorandum.

"The MOU was only recently finalized, however, and the Debtors
must be authorized to consummate the transactions contemplated
thereby as soon as possible in order to maintain compliance with
their postpetition financing and the terms of the MOU,"
Mr. Galardi said.  In that light, the Debtors sought the Court's
permission to shorten the notice period to 17 days, instead of
20, schedule a hearing on the MOU for May 16, 2008 at 9:30 a.m.

Mr. Galardi said if the MOU is not approved by May 16, Plastech
will be unable to comply with the terms of their DIP Financing,
and, absent funding from the Major Customers, the Debtors will
likely be unable to continue to operate their businesses.  

Plastech did not disclose the specific terms of the GM Memorandum
of Understanding as it sought and obtained the Court's permission
to file the GM MOU documents under seal.

Mr. Galardi explained the Debtors are seeking  relief that is "of
a confidential, commercial nature, which the Debtors believe
would cause severe disruption to their operations if made
publicly available."  He said the sealed documents contain
information pricing, quantity and timing of production and other
sensitive business issues.

Plastech will only provide unsealed copies of the GM MOU Motion
to the Court and the U.S. Trustee.  Subject to entry into a
confidentiality agreement reasonably acceptable to General
Motors, the Debtors' term loan lenders, sources of financing and
capital necessary for confirmation and implementation of the
Plan, and counsel to the Committee may be provided with an
unsealed copies of the documents.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/    
or 215/945-7000)


PLASTECH ENGINEERED: Court Okays $87 Mil. Loan from Key Customers
-----------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan has authorized Plastech
Engineered Products Inc. and its debtor-subsidiaries to obtain
extensions of credit of up to $87,000,000 from their major
customers:

      Participating Customer            Commitment
      ----------------------            ----------
      General Motors Corporation       $24,151,200
      Chrysler, LLC                     17,878,500  
      Johnson Controls, Inc.            20,218,800
      Ford Motor Company                24,751,500

Bank of America, N.A., will act as servicing agent under the DIP
Facility, and will be paid by the Debtors a servicing fee of
$10,000 per calendar month.  The actual amounts provided by each
Major Customer may adjust in accordance with their intercustomer
agreement.

The Final DIP Order provides the Debtors will finalize agreements
with the Major Customers on a wind-down plan by May 31, 2008.  
Plastech earlier agreed to use commercially reasonable efforts to
reach and memorialize mutually acceptable agreements with the
Major Customers by April 23, 2008, for a contingent wind-down
plan and "soft-landing" provisions to be implemented upon the
occurrence of an event of default.  If an event of default on the
DIP Loan occurs, the Debtors will cooperate fully with and assist
the Major Customers in their respective resourcing activities to
the concluded by the later of (a) June 30, 2008, or (b) 30 days
after the occurrence of an Event of Default.

The Debtors have agreed not to use proceeds of the DIP Loans or
cash collateral for any customers who represent more than 50% of
their total sales if the customer does not provide credit
enhancements on usual and customary terms.

The Second Amended and Restated Post-Petition Loan and Security
Agreement dated April 29, 2008 provides that the borrowings under
the DIP Facility will not exceed $87,000,000.  The total
principal balance of the loans requested during any calendar week
may not exceed 110% of the amount set forth in the Budget for the
week.  A copy of the Budget is available at:

              http://researcharchives.com/t/s?2b71

The DIP Facility matures 11:59 p.m., on Aug. 31, 2008.

Chrysler, et al., have consummated debt acquisition transactions
with the Debtors' existing lenders.  The letters of credit with
undrawn face amount of $12,000,000 issued by Bank of America will
be deemed issued under the DIP Financing.

The execution copy of the Second Amended and Restated Post-
Petition Loan and Security Agreement is available for free at:

               http://researcharchives.com/t/s?2b72

The financial advisors in connection with the transactions are:

   Major Customer               Financial Advisor
   --------------               -----------------
   General Motors               Williams, Lonnie
                                BBK
                                400 Gallerina Officentre Suite
                                Southfield, Michigan
                                iwilliams@e-bbk.com     

                                Collah, Nancy
                                BBK
                                400 Gallerina Officentre Suite
                                Southfield, Michigan
                                ncolah@e-bbk.com
                                  

   Chrysler Corporation         Hudson, Marcus
                                BBK
                                400 Gallerina Officentre Suite
                                Southfield, Michigan
                                mhudson@e-bbk.com     
                               
                                Corry, Daphne
                                BBK
                                400 Gallerina Officentre Suite
                                Southfield, Michigan
                                dcorry@e-bbk.com


   Ford Motor Company           Jemeycic, Dan
                                Grant Thornton
                                175 West Jackson Blvd,
                                20th Floor
                                Chicago, Illinois
                                dan.jerneycic@gt.com
                                   
                                Tague, Rob
                                Grant Thornton
                                2777 Franklin Road, Suite 800
                                Southfied, Michigan
                                rob.tague@gt.com
    

   Johnson Controls             Greenwood, Andre
                                Ernst & Young
                                222 bay Street, PO box 251
                                Toronto, Ontario
                                andre.l.greenwood@ca.ey.com

                                Ficks, Jeff
                                Ernst & Young
                                Suite 1000,
                                One Kennedy Square,
                                777 Woodward Ave.,
                                Detroit, Michigan
                                jeffrey.fics@ey.com

                                Jacosky, Len
                                Johnson Controls
                                49200 Halyard Drive,
                                PO Box +8010
                                Plymouth, Michigan
                                leonard.e.jacosky@jci.com

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/    
or 215/945-7000)


PULTE HOMES: Charge-Driven Loss Prompts S&P to Cut Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Pulte Homes Inc. to 'BB' from
'BB+'.  The rating actions affect approximately $3.5 billion of
senior unsecured notes.  The outlook is negative.
     
"The downgrade follows a large charge-driven loss in the company's
first fiscal quarter that further eroded the company's equity base
and pushed leverage levels to their highest point in about 20
years," said credit analyst James Fielding.  "Real estate
impairment charges reflect very difficult conditions in the
company's most important housing markets, and we believe that
lackluster demand for homes will continue to pressure sales volume
and profit margins."
     
The negative outlook reflects S&P's expectation for continued
deterioration in many of Pulte's key housing markets and
acknowledges that weak consumer demand and pricing pressures could
further reduce the value of some of the company's land holdings.  
S&P would lower its ratings further if larger-than-anticipated
impairment charges lead to another round of covenant negotiations
that further impair borrowing capacity.  Alternatively, S&P would
revise the outlook to stable when it appears that property values
have stabilized and Pulte is positioned to consistently report
positive earnings.


QSGI INC: Losses and Default Cue RubinBrown's Going Concern Doubt
-----------------------------------------------------------------
RubinBrown LLP raised substantial doubt on the ability of QSGI,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor reported that the company has reported significant
losses from operations and is in default of its line-of-credit
agreement.

The company posted a net loss of $9,275,852 on total revenues of
$37,221,110 for the year ended Dec. 31, 2007, as compared with a
net loss of $485,237 on total revenues of $46,408,917 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $13,417,470
in total assets, $6,528,827 in total liabilities, $4,238,685 in
redeemable preferred stock and $2,649,958 in total stockholders'
equity.  

                   Wells Fargo Covenant Default

On Jan. 17, 2007, the company completed the financing of a new
$7,500,000 working capital facility with Wells Fargo Bank, which
increased and replaced a similar based line of credit of
$4,250,000.  The new revolving line-of-credit agreement provides
for borrowings limited to the lesser of $7,500,000 or the
borrowing base of 85% of eligible accounts receivable plus 45% of
inventories, with eligible inventories not to exceed $3,000,000.  
The new revolving line-of-credit agreement contains certain
financial covenants, including minimum net income requirements.

Availability on the borrowing base at Dec. 31, 2007 was $287,684.  
Interest on this loan is payable monthly at the prime rate plus
1.5% (8.75% at Dec. 31, 2007), with all principal and interest due
Jan. 24, 2010.  

The company was in not in compliance with all of its covenants at
Dec. 31, 2007.  The bank has notified the company that it is out
of compliance with its covenants and is in default on the loan.  
The bank has the right to immediately call the loan due and
payable in full.  In Feb. 2008, the bank began charging interest
at a default rate equal to the prime rate plus 2.5%, and charged a
fee of $20,000.

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

                         About QSGI Inc.

QSGI, Inc. (OTC BB: QSGI.OB) -- http://www.qsgi.com--  provides  
data security and compliance, and data center hardware and
maintenance services in the United States and internationally.  It
operates through three segments: Data Security & Compliance, Data
Center Hardware, and Data Center Maintenance.  The Data Security &
Compliance segment provides data security and regulatory
compliance services for end-of-life business-computing information
technology solutions.  The company was founded in 1967. It was
formerly known as WindsorTech, Inc. and changed its name to QSGI,
INC. in 2005. QSGI, INC. is based in Palm Beach, Florida.


QUEBECOR WORLD: Names Randy Benson as Chief Restructuring Officer
-----------------------------------------------------------------
Quebecor World Inc. appointed Randy Benson, Chief Restructuring
Officer of the Company.  Mr. Benson will report to the
Restructuring Committee of the Board of Directors.

"We are very pleased to have someone of Randy's experience and
capabilities joining Quebecor World at this time," said Jacques
Mallette, President and CEO, Quebecor World.  "Randy brings
valuable experience in working with other companies going through
a financial restructuring process.  He will work closely with our
senior management team and the Creditors' Committees, as we
develop our restructuring plan with a view of quickly emerging
from creditor protection as a strong company in our industry."

Mr. Benson most recently served as Chief Restructuring Officer for
Hollinger Inc and prior to that held the same position at Ivaco
Inc.  Mr. Benson was Senior Vice-President and Chief Financial
Officer at Call-Net Enterprises-Sprint Canada Inc. and before that
he served as a division president at Parmalat Canada and as
Executive Vice-President and Chief Financial Officer of Beatrice
Foods Inc.  He is the principal of R.C. Benson Consulting Inc., a
management consulting company focused on providing strategic
analysis, chief executive management, and financial and
operational restructuring expertise.

                       About Quebecor World

Quebecor World Inc. (TSX: IQW) -- http://www.quebecorworld.com/   
-- provides high-value, complete marketing and advertising
solutions to leading retailers, catalogers, branded-goods
companies and other businesses with marketing and advertising
activities, as well as complete, full-service print solutions
for publishers.  The company is a market leader in most of its
major product categories, which include advertising inserts and
circulars, catalogs, direct mail products, magazines, books,
directories, digital premedia, logistics, mail list technologies
and other value-added services.  Quebecor World has
approximately 28,000 employees working in more than 115 printing
and related facilities in the United States, Canada, Argentina,
Austria, Belgium, Brazil, Chile, Colombia, Finland, France,
India, Mexico, Peru, Spain, Sweden, and Switzerland.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., along with other
U.S. affiliates, filed for chapter 11 bankruptcy on Jan. 21,
2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony D.
Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

The Debtors' CCAA stay has been extended to May 12, 2008.  The
Debtors have until Sept. 30, 2008, to exclusively file a
reorganization plan.

(Quebecor World Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


QUEST TRUST: Fitch Cuts Ratings on Two Certificate Classes to B
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Quest Trust mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.   
ffirmations total $49.6 million and downgrades total
$34.6 million.  Additionally, $29.1 million was placed on Rating
Watch Negative.

Series 2006-X2
  -- $40.6 million class A-1 affirmed at 'AAA';
  -- $29.1 million class A-2 rated 'AAA', placed on Rating Watch
     Negative;

  -- $9.0 million class M-1 affirmed at 'AA+';
  -- $8.0 million class M-2 downgraded to 'AA-' from 'AA+';
  -- $3.4 million class M-3 downgraded to 'A' from 'AA';
  -- $4.4 million class M-4 downgraded to 'A-' from 'AA-';
  -- $3.7 million class M-5 downgraded to 'BBB+' from 'A+';
  -- $3.4 million class M-6 downgraded to 'BBB-' from 'A';
  -- $3.4 million class M-7 downgraded to 'BB+' from 'A-';
  -- $3.4 million class M-8 downgraded to 'BB' from 'BBB+';
  -- $2.5 million class M-9 downgraded to 'B' from 'BBB';
  -- $2.5 million class M-10 downgraded to 'B' from 'BBB-'.


RADIAN GROUP: Amends Credit Agreement; Extends Waiver Until May 15
------------------------------------------------------------------
Radian Group Inc. secured all necessary commitments for a
permanent amendment to its revolving credit facility.  The
amendment, which will be effective upon satisfaction of certain
limited closing conditions, would permanently eliminate the
ratings covenant included in the current facility and would
provide the company with greater flexibility with respect to the
minimum net worth that it must maintain.  

In return, Radian has agreed to certain other conditions and
covenants, most importantly, the facility would be secured and the
commitment size would be reduced from $400 million to $250
million, with further reductions to take place if certain
repayment events occur.

Radian's liquidity position continues to be strong, and it is
important to the company to have this committed back-up source of
liquidity, which would mature in February 2011 under the
amendment.  The bank group remains unchanged with Key Bank
continuing to serve as agent.  Radian views its banking
relationships as both strong and supportive, as evidenced by the
successful approval of the amendment.

As reported by the Troubled company Reporter on April 11, 2008,
Radian Group Inc. entered into a waiver agreement with its lenders
under its credit facility.  The agreement provides for a
suspension of the ratings covenant included in such credit
facility.

The waiver was also intended to provide sufficient time to discuss
the terms of a definitive amendment to the facility.  The
company's credit facility amendment reflects the finalization of
those discussions and extends the temporary waiver provided in
that April 10 agreement until May 15 or such earlier time as it is
replaced by the permanent amendment.

                      About Radian Group

Headquartered in Philadelphia, Pennsylvania, Radian Group Inc.
(NYSE:RDN) -- http://www.radian.biz/-- is a credit risk   
management company.  Radian develops innovative financial
solutions by applying its core mortgage credit risk expertise and
structured finance capabilities to the credit enhancement needs of
the capital markets, through credit insurance products.  The
company also provides credit enhancement for public finance and
other corporate and consumer assets on both a direct and
reinsurance basis and holds strategic interests in credit-based
consumer asset businesses.  The company has operations in New York
and London.


REGAL ENTERTAINMENT: Closes $210MM Buyout of Consolidates Theatres
------------------------------------------------------------------
Regal Entertainment Group completed the acquisition of
Consolidates Theatres.  Regal acquired a total of 28 theatres
representing 400 screens in exchange for $210 million in cash.  
The acquisition of the Consolidated circuit will enhance Regal's
presence in Georgia, Maryland, North Carolina, South Carolina,
Tennessee and Virginia.

"We expect the acquisition of Consolidated's circuit will be
accretive to cash flows and earnings and are pleased to announce
another acquisition of high quality assets that continues to
demonstrate our ability to execute Regal's business strategy,"
Mike Campbell, CEO of Regal Entertainment Group stated.

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.REGmovies.com/-- operates a    
geographically diverse theatre circuit in the United States,
consisting of 6,385 screens in 525 locations in 39 states and the
District of Columbia.

The company's balance sheet showed stockholders' deficit of
$185.8 million at March 27, 2008, compared with stockholders'
deficit of $119.3 million at Dec. 27, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Moody's Investors Service affirmed Regal Entertainment Group's Ba3
corporate family and Ba3 probability of default ratings, and the
other instrument ratings following the company's offering of new
$190 million of 6.25% senior convertible notes due 2011.  The
outlook remains stable.


RESIDENTIAL ASSET: Fitch Takes Rating Actions on Various Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Residential Asset
Securities Corporation mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $890.7 million and
downgrades total $91 million.

RASC 2003-KS3
  -- $9.7 million class A-I affirmed at 'AAA';
  -- $5.7 million class A-II affirmed at 'AAA';
  -- $8.6 million class M-1 downgraded to 'BBB+' from 'A+';
  -- $0.5 million class M-2 downgraded to 'BB-' from 'BBB-';

Deal Summary
  -- Originators: Fremont, Mortgage Lenders Network USA I;
  -- 60+ day Delinquency: 39.75%;
  -- Realized Losses to date (% of Original Balance): 2.07%.

RASC 2003-KS5 Group 1
  -- $6.5 million class A-I-4 affirmed at 'AA';
  -- $32.7 million class A-I-5 affirmed at 'AA';
  -- $20.8 million class A-I-6 affirmed at 'AA';

Deal Summary
  -- Originators: Fremont, Mortgage Lenders Network USA I,
     HomeComings;
  -- 60+ day Delinquency: 10.58%;
  -- Realized Losses to date (% of Original Balance): 1.89%.

Classes A-I-4, A-I-5, A-I-6 are insured by Ambac Assurance Corp.
Fitch's policy is to maintain ratings on insured transactions at
the higher of the underlying rating of the insured transaction if
rated by Fitch, or the Fitch rating of the insurer.

RASC 2003-KS5 Group 2
  -- $15.8 million class A-II-A affirmed at 'AA';
  -- $12.1 million class A-II-B affirmed at 'AA';

Deal Summary
  -- Originators: Fremont, Mortgage Lenders Network USA I,
     HomeComings;
  -- 60+ day Delinquency: 38.79%;
  -- Realized Losses to date (% of Original Balance): 1.80%.

Classes A-II-A and A-II-B are insured by Ambac Assurance Corp.
Fitch's policy is to maintain ratings on insured transactions at
the higher of the underlying rating of the insured transaction if
rated by Fitch, or the Fitch rating of the insurer.


RASC 2003-KS6
  -- $12.6 million class A-I affirmed at 'AAA';
  -- $3.5 million class A-II affirmed at 'AAA';
  -- $10.2 million class M-1 downgraded to 'B' from 'BB+';
  -- $2.1 million class M-2 downgraded to 'CC/DR4' from 'CCC/DR2';
  -- $0.4 million class M-3 downgraded to 'C/DR5' from 'CCC/DR1';

Deal Summary
  -- Originators: Fremont, New Century;
  -- 60+ day Delinquency: 44.46%;
  -- Realized Losses to date (% of Original Balance): 1.67%.

RASC 2003-KS7 Group 1
  -- $22.7 million class A-I-4 affirmed at 'AAA';
  -- $61.5 million class A-I-5 affirmed at 'AAA';
  -- $57.7 million class A-I-6 affirmed at 'AAA';
  -- $16.9 million class M-I-1 affirmed at 'AA+';
  -- $12.2 million class M-I-2 affirmed at 'A+';
  -- $8.5 million class M-I-3 affirmed at 'BBB+';

Deal Summary
  -- Originators: Fremont;
  -- 60+ day Delinquency: 9.98%;
  -- Realized Losses to date (% of Original Balance): 1.85%.

RASC 2003-KS8 Group 1
  -- $19.8 million class A-I-4 affirmed at 'AAA';
  -- $35.4 million class A-I-5 affirmed at 'AAA';
  -- $31.8 million class A-I-6 affirmed at 'AAA';
  -- $11.8 million class M-I-1 affirmed at 'AA+';
  -- $7.7 million class M-I-2 affirmed at 'A+';
  -- $5.4 million class M-I-3 affirmed at 'BBB+';

Deal Summary
  -- Originators: Mortgage Lenders Network USA, Homecomings,
     Fremont;
  -- 60+ day Delinquency: 8.45%;
  -- Realized Losses to date (% of Original Balance): 1.92%.

RASC 2003-KS9 Group 1
  -- $39.7 million class A-I-4 affirmed at 'AA';
  -- $49.9 million class A-I-5 affirmed at 'AA';
  -- $39.2 million class A-I-6 affirmed at 'AA';

Deal Summary
  -- Originators: Mortgage Lenders Network USA, Homecomings,
     Fremont;
  -- 60+ day Delinquency: 7.32%;
  -- Realized Losses to date (% of Original Balance): 1.49%.

Classes A-I-4, A-I-5, A-I-6 are insured by Ambac Assurance Corp.
Fitch's policy is to maintain ratings on insured transactions at
the higher of the underlying rating of the insured transaction if
rated by Fitch, or the Fitch rating of the insurer.

RASC 2003-KS9 Group 2
  -- $24.7 million class A-II-A affirmed at 'AA';
  -- $25.1 million class A-II-B affirmed at 'AA';

Deal Summary
  -- Originators: Homecomings, Fremont;
  -- 60+ day Delinquency: 37.74%;
  -- Realized Losses to date (% of Original Balance): 1.69%.

Classes A-II-A and A-II-B are insured by Ambac Assurance Corp.
Fitch's policy is to maintain ratings on insured transactions at
the higher of the underlying rating of the insured transaction if
rated by Fitch, or the Fitch rating of the insurer.

RASC 2003-KS10 Group 1
  -- $44.1 million class A-I-4 affirmed at 'AAA';
  -- $39.8 million class A-I-5 affirmed at 'AAA';
  -- $51.9 million class A-I-6 affirmed at 'AAA';
  -- $22.5 million class M-I-1 affirmed at 'AA+';
  -- $18.4 million class M-I-2 affirmed at 'AA-';
  -- $14.3 million class M-I-3 affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 5.23%;
  -- Realized Losses to date (% of Original Balance): 1.50%.

RASC 2003-KS11 Group 1
  -- $20.3 million class A-I-4 affirmed at 'AAA';
  -- $24.4 million class A-I-5 affirmed at 'AAA';
  -- $32.8 million class A-I-6 affirmed at 'AAA';
  -- $14.3 million class M-I-1 affirmed at 'AA+';
  -- $10.1 million class M-I-2 affirmed at 'AA-';
  -- $8.9 million class M-I-3 affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 8.74%;
  -- Realized Losses to date (% of Original Balance): 1.70%.

RASC 2003-KS11 Total Pools 2&3
  -- $55.9 million class M-II-1 downgraded to 'AA' from 'AA+';
  -- $8.1 million class M-II-2 downgraded to 'BBB+' from 'A+';
  -- $5.3 million class M-II-3 downgraded to 'C/DR3' from 'BB';

Deal Summary
  -- Originators: Mortgage Lenders Network USA I, New Century,
     Fremont, Homecomings;
  -- 60+ day Delinquency: 36.61%;
  -- Realized Losses to date (% of Original Balance): 2.36%.


RESIDENTIAL ASSET: Fitch Chips Ratings on $405.3MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Residential Asset
Securities Corporation mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $611.2 million and
downgrades total $405.3 million.

RASC 2004-KS1 Group 1
  -- $21.1 million class A-I-4 affirmed at 'AAA';
  -- $20.1 million class A-I-5 affirmed at 'AAA';
  -- $25.1 million class A-I-6 affirmed at 'AAA';
  -- $9.1 million class M-I-1 affirmed at 'AA';
  -- $6.3 million class M-I-2 affirmed at 'A';
  -- $4.5 million class M-I-3 affirmed at 'BBB';

Deal Summary
  -- Originators: Mortgage Lenders Network USA, Fremont,
     Homecomings;

  -- 60+ day Delinquency: 8.17%;
  -- Realized Losses to date (% of Original Balance): 1.21%.

RASC 2004-KS1 Total Groups 2&3
  -- $35.3 million class M-II-1 affirmed at 'AA';
  -- $5.1 million class M-II-2 affirmed at 'A+';
  -- $2.8 million class M-II-3 downgraded to 'BB+' from 'BBB';

Deal Summary
  -- 60+ day Delinquency: 33.77%;
  -- Realized Losses to date (% of Original Balance): 2.01%.

RASC 2004-KS2 Group 1
  -- $22.0 million class A-I-4 affirmed at 'AAA';
  -- $23.0 million class A-I-5 affirmed at 'AAA';
  -- $24.2 million class A-I-6 affirmed at 'AAA';
  -- $9.6 million class M-I-1 affirmed at 'AA';
  -- $6.2 million class M-I-2 affirmed at 'A';
  -- $6.2 million class M-I-3 affirmed at 'BBB';

Deal Summary
  -- 60+ day Delinquency: 10.20%;
  -- Realized Losses to date (% of Original Balance): 1.65%.

RASC 2004-KS2 Total Groups 2&3
  -- $36.7 million class M-II-1 affirmed at 'AA';
  -- $5.3 million class M-II-2 downgraded to 'BB+' from 'A';
  -- $4.6 million class M-II-3 downgraded to 'CC/DR3' from 'CCC';

Deal Summary
  -- 60+ day Delinquency: 36.85%;
  -- Realized Losses to date (% of Original Balance): 2.26%.

RASC 2004-KS3 Group 1
  -- $17.5 million class A-I-4 affirmed at 'AAA';
  -- $17.5 million class A-I-5 affirmed at 'AAA';
  -- $16.5 million class A-I-6 affirmed at 'AAA';
  -- $6.6 million class M-I-1 affirmed at 'AA';
  -- $4.9 million class M-I-2 affirmed at 'A';
  -- $3.8 million class M-I-3 affirmed at 'BBB';

Deal Summary
  -- 60+ day Delinquency: 9.67%;
  -- Realized Losses to date (% of Original Balance): 1.30%.

RASC 2004-KS3 Total Groups 2&3
  -- $29.1 million class M-II-1 affirmed at 'AA';
  -- $5.7 million class M-II-2 downgraded to 'BBB+' from 'A+';
  -- $3.7 million class M-II-3 downgraded to 'CCC/DR2' from 'BB';

Deal Summary
  -- 60+ day Delinquency: 37.25%;
  -- Realized Losses to date (% of Original Balance): 2.31%.

RASC 2004-KS5 Group 1
  -- $2.9 million class A-I-3 affirmed at 'AAA';
  -- $23.7 million class A-I-4 affirmed at 'AAA';
  -- $25.5 million class A-I-5 affirmed at 'AAA';
  -- $28.7 million class A-I-6 affirmed at 'AAA';
  -- $9.9 million class M-I-1 affirmed at 'AA';
  -- $5.5 million class M-I-2 affirmed at 'A';
  -- $4.9 million class M-I-3 affirmed at 'BBB';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 6.34%;
  -- Realized Losses to date (% of Original Balance): 0.98%.

RASC 2004-KS5 Total Groups 2&3
  -- $51.2 million class M-II-1 downgraded to 'A+' from 'AA';
  -- $17.7 million class M-II-2 downgraded to 'BBB-' from 'A';
  -- $6.2 million class M-II-3 downgraded to 'B' from 'BBB';

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 39.42%;
  -- Realized Losses to date (% of Original Balance): 1.82%.

RASC 2004-KS6 Group 1
  -- $9.9 million class A-I-3 affirmed at 'AAA';
  -- $13.8 million class A-I-4 affirmed at 'AAA';
  -- $20.6 million class A-I-5 affirmed at 'AAA';
  -- $17.2 million class A-I-6 affirmed at 'AAA';
  -- $6.1 million class M-I-1 affirmed at 'AA';
  -- $4.5 million class M-I-2 affirmed at 'A';
  -- $3.3 million class M-I-3 affirmed at 'BBB';

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 7.65%;
  -- Realized Losses to date (% of Original Balance): 1.34%.

RASC 2004-KS6 Total Groups 2&3
  -- $40.0 million class M-II-1 downgraded to 'A' from 'AA';
  -- $30.9 million class M-II-2 downgraded to 'BB+' from 'A';
  -- $6.9 million class M-II-3 downgraded to 'C/DR5' from 'BBB';

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 40.15%;
  -- Realized Losses to date (% of Original Balance): 2.27%.

RASC 2004-KS8 Group 1
  -- $8.2 million class A-I-3 affirmed at 'AAA';
  -- $10.8 million class A-I-4 affirmed at 'AAA';
  -- $16.3 million class A-I-5 affirmed at 'AAA';
  -- $17.0 million class A-I-6 affirmed at 'AAA';
  -- $9.8 million class M-I-1 affirmed at 'AA';
  -- $6.7 million class M-I-2 affirmed at 'A';
  -- $5.6 million class M-I-3 affirmed at 'BBB';

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 8.44%;
  -- Realized Losses to date (% of Original Balance): 1.73%.

RASC 2004-KS8 Group 2
  -- $24.2 million class M-II-1 downgraded to 'A' from 'AA';
  -- $11.1 million class M-II-2 downgraded to 'BBB-' from 'A';
  -- $3.4 million class M-II-3 downgraded to 'C/DR5' from 'BB';

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 36.68%;
  -- Realized Losses to date (% of Original Balance): 2.35%.

RASC 2004-KS11 Total Groups 1&2
  -- $7.3 million class A-I-3 affirmed at 'AAA';
  -- $2.3 million class A-II-1 affirmed at 'AAA';
  -- $0.3 million class A-II-2 affirmed at 'AAA';
  -- $44.1 million class M-1 downgraded to 'A' from 'AA';
  -- $36.8 million class M-2 downgraded to 'BB+' from 'A';
  -- $7.0 million class M-3 downgraded to 'BB' from 'A-';
  -- $4.7 million class M-4 downgraded to 'BB-' from 'BBB+';
  -- $2.3 million class M-5 downgraded to 'BB-' from 'BBB';
  -- $2.3 million class M-6 downgraded to 'B+' from 'BBB-';
  -- $1.6 million class B downgraded to 'C/DR6' from 'B';

Deal Summary
  -- 60+ day Delinquency: 33.91%;
  -- Realized Losses to date (% of Original Balance): 2.04%.

RASC 2004-KS12 Total Groups 1&2
  -- $47.8 million class M-1 downgraded to 'A' from 'AA';
  -- $27.5 million class M-2 downgraded to 'BBB-' from 'A';
  -- $8.2 million class M-3 downgraded to 'BB' from 'A-';
  -- $3.4 million class M-4 downgraded to 'B' from 'BBB';
  -- $2.5 million class M-5 downgraded to 'B' from 'BB+';
  -- $1.4 million class M-6 downgraded to 'C/DR6' from 'BB';
  -- $2.3 million class B downgraded to 'C/DR6' from 'CCC/DR2';

Deal Summary
  -- 60+ day Delinquency: 30.60%;
  -- Realized Losses to date (% of Original Balance): 2.45%.


REVLON INC: March 31 Balance Sheet Upside-Down by $1.1 Billion
--------------------------------------------------------------
Revlon Inc. disclosed Thursday its earnings for the fiscal quarter
ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$882.6 million in total assets and $2.0 billion in total
liabilities, resulting in a $1.1 billion total stockholders'
deficit.

The company reported a net loss of $2.5 million in the first
quarter of 2008, compared with a net loss of $35.2 million in the
first quarter of 2007.

Operating income was $32.5 million in the first quarter of 2008,
versus operating income of $3.0 million in the first quarter of
2007.  Adjusted EBITDA in the first quarter of 2008 was
$58.1 million, compared to an Adjusted EBITDA of $32.3 million in
the same period last year.

Operating income, net loss and Adjusted EBITDA in the first
quarter of 2008 included a net gain of $6.0 million related to the
sale of a non-core trademark.  Operating income, net loss and
Adjusted EBITDA in the first quarter of 2007 were also reduced by
$4.3 million of restructuring charges, and included a benefit of
$4.4 million from the reduction of lease liability related to the
consolidation of office space in New York.

The improvement in operating income, net loss and Adjusted EBITDA
in the first quarter of 2008 compared to the same period last
year, excluding the $6.0 million net gain related to the sale of a
non-core trademark, was due mainly to lower selling, general and
administrative expenses, primarily due to the fact that the first
quarter of 2007 included significant brand support expenses
related to the launch of Revlon Colorist hair color.  

Revlon president and chief executive officer, David Kennedy, said,
"Our strong financial results for the first quarter of 2008 build
upon our performance in 2007.  These results continue to validate
our strategy, and we remain focused on increasing the value of our
company by building the Revlon brand."

                    First Quarter 2008 Results

Net sales in the first quarter of 2008 decreased 2.5% to
$320.4 million, compared to net sales of $328.6 million in the
first quarter of 2007.  Excluding the favorable impact of foreign
currency fluctuations, net sales in the first quarter decreased
5.5% versus year-ago.  Net sales in the first quarter of 2007
benefited from initial shipments of beauty care products,
including the launches of Revlon Colorist hair color and Mitchum
Smart Solid anti-perspirant and deodorant.

In the United States, net sales in the first quarter of 2008
decreased 8.3% to $177.2 million, compared to net sales of
$193.3 million in the first quarter of last year.  

In the company's international operations, net sales in the first
quarter of 2008 increased 5.8% to $143.2 million, compared to net
sales of $135.3 million in the first quarter of last year.

Excluding the favorable impact of foreign currency fluctuations,
net sales in the first quarter of 2008 decreased 1.5% compared to
the same period last year, reflecting higher net sales in the Asia
Pacific and Latin America regions, which were more than offset by
lower net sales in the Europe region.  In the first quarter of
2007, net sales in the Europe region were positively impacted by
retail space gains related to the Revlon brand and higher closeout
sales.

             $150 Million Two-Year Interest Rate Swap

In April 2008, the company entered into a $150.0 million two-year
floating-to-fixed interest rate swap transaction related to
indebtedness under the company's bank term loan, intended to
reduce exposure to interest rate volatility.  Following the
execution of this swap and the $150.0 million two-year floating-
to-fixed interest rate swap that the company entered into in
September 2007, approximately 60% of the company's total long-term
debt is at fixed interest rates and approximately 40% is at
floating interest rates.  

                             Outlook

In conclusion, Mr. Kennedy said, "We have delivered improved
margins and demonstrated our ability to control costs and improve
cash usage.  We have also demonstrated, with our 2008 new product
launches, that we have reinvigorated our new product development
process.  We believe that strong new product development will
result in sustainable sales growth, which given our margin
structure, will be profitable.  Our plan, therefore, is based on
growing our sales and continued control of our costs.  We believe
these factors, along with other efficiencies, will lead to further
margin expansion.  All combined, we expect to generate
sustainable, profitable sales growth and positive free cash flow."

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revlon.com/-- is a worldwide cosmetics, hair color,  
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Bozzano(R), Gatineau(R) and Ultima II(R).


ROBECO HIGH: Collateral Deterioration Cues Fitch to Chip Ratings
----------------------------------------------------------------
Fitch has downgraded four classes of notes issued by Robeco High
Grade CDO I, Ltd.  In addition, all seven classes below are
removed from Rating Watch Negative.  These rating actions are
effective immediately:

  -- $547,357,006 class A-1 notes downgraded to 'CCC' from 'BBB-';
  -- $384,598,379 class A-2 notes downgraded to 'CC' from 'CCC';
  -- $54,952,736 class A-3 notes remains at 'CC';
  -- $64,844,229 class A-4 notes remains at 'CC';
  -- $18,983,673 class B notes remains at 'CC';
  -- $9,997,566 class C notes downgraded to 'C' from 'CC';
  -- $11,551,091 class D notes downgraded to 'C' from 'CC'.

Robeco I is a static cash flow collateralized debt obligation
managed by Robeco Investment Management which closed June 1, 2007.  
Presently 43.2% of the portfolio is comprised of 2006 and 2007
vintage U.S. subprime RMBS, 30% consists of 2006 and 2007 vintage
U.S. SF CDOs and 24.8% is comprised of 2005, 2006 and 2007 vintage
U.S Alt-A RMBS.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities, Alternative-A RMBS, and
structured finance CDOs with underlying exposure to subprime RMBS.  
Since the last review on Nov. 21, 2007, approximately 86.6% of the
portfolio has been downgraded with 48.1% of the portfolio
currently on Rating Watch Negative.  Presently 43.2% of the
portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime RMBS, 30% consists of 2005, 2006 and 2007 vintage U.S.  
SF CDOs and 24.8% is comprised of 2005, 2006 and 2007 vintage U.S
Alt-A RMBS.  Actual credit deterioration exceeds the level of
downgrades that Fitch assumed in November 2007 when Fitch
undertook a global review of the SF CDOs it rates.  Fitch notes
that, overall, 77.9% of the assets in the portfolio now carry a
rating below the rating it assumed in November 2007.

The negative credit migration experienced since the last review
has resulted in the Weighted Average Rating Factor deteriorating
to 287.1 from 3.7, breaching its covenant of 1.65, as of the
April 2, 2008 trustee report.  The class A/B, class C and class D
overcollateralization tests, class A Sequential Pay test and class
E interest diversion test are all failing thereby cutting off
interest payments to the class C and class D notes..

The ratings of the classes A-1, A-2, A-3, A-4 and B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the transaction's governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.  The ratings of the class
C, and D notes address the likelihood that investors will receive
ultimate and compensating interest payments, as well as the
aggregate outstanding amount of principal by the stated maturity
date, pursuant to the transaction's governing documents.  The
ratings are based upon the capital structure of the transaction,
the quality of the collateral, and the protections incorporated
within the structure.


RYLAND GROUP: Stockholders Approve Executive Incentive Plans
------------------------------------------------------------
The stockholders of The Ryland Group Inc. approved the company's
Senior Executive Performance Plan and Performance Award Program at  
its Annual Meeting of Stockholders on April 23, 2008.

                   Annual Bonus Incentive Programs

In February 2008, the Compensation Committee of the Board of
Directors of Ryland Group approved amendments to the company's
Senior Executive Performance Plan to add performance targets
related to net cash provided by operating activities.  The
Compensation Committee approved performance targets for senior
executives pursuant to the revised SEPP for the senior executives'
2008 annual bonus incentive programs, contingent upon stockholder
approval of the amended SEPP.

Pursuant to the SEPP, the annual bonus incentive program for
corporate executives for fiscal year 2008 provides that if the
Company earns adjusted consolidated earnings before taxes that are
greater than $125 million, the corporate executive officers,
including the Principal Executive Officer, Principal Operating
Officer and Principal Financial Officer, will receive an annual
bonus incentive payment that is calculated consistent with the
formula used in 2007.

The company's consolidated earnings before taxes are adjusted to
eliminate the effect of bonus and incentive compensation,
corporate overhead, changes in accounting methods and other non-
recurring or unusual expenses or charges.  If for fiscal year
2008, the company earns adjusted consolidated earnings before
taxes that are less than $125 million, the corporate executive
officers will have their annual bonus incentive payment determined
based upon the company's net cash provided by operating activities
as contained within the company's Consolidated Statements of Cash
Flows.  If the company generates $100 million or greater of net
cash provided by operating activities in fiscal year 2008, the
corporate executives will receive their maximum annual bonus
incentive payment opportunity for 2008.

The maximum annual bonus incentive payment opportunity for the
Principal Executive Officer, Principal Operating Officer and
Principal Financial Officer for 2008 are:

                                         Maximum Annual Bonus
  Name and Title                     Incentive Payment Opportunity
  --------------                     -----------------------------
  R. Chad Dreier                              $2,500,000
  Board Chairman, President & CEO

  Larry T. Nicholson                          $950,000
  EVP and COO

  Gordon A. Milne                             $350,000
  EVP and CFO

For each $1 million of net cash provided by operating activities
below $100 million generated by the company in fiscal year 2008,
there is a corresponding reduction of 1% of the maximum annual
bonus incentive payment opportunity for purposes of calculating
the annual bonus incentive payment earned by the corporate
executive.  As a result, if the company generated $50 million of
net cash provided by operating activities in 2008, the corporate
executives would earn 50% of their maximum annual bonus incentive
payment opportunity.

Mr. Nicholson will receive a minimum bonus of $500,000 for 2008 to
compensate him for the annual bonus payment he would have received
as President of the Southeast Region as a result of his transition
from that position to Chief Operating Officer in 2007.

With respect to the presidents of the company's homebuilding
regions, such as Keith E. Bass, President of the South Region of
Ryland Homes, if a region earns adjusted consolidated earnings
before taxes that are $30 million or greater in fiscal year 2008,
the region president will receive an annual bonus incentive
payment that is calculated consistent with the formula used in
2007.  If for fiscal year 2008, a homebuilding region earns
adjusted consolidated earnings before taxes that are less than
$30 million, the region presidents will have their annual bonus
incentive payment determined by the net cash provided by operating
activities generated by their region homebuilding operations.

For Mr. Bass, if the South Region generates $30 million or greater
of net cash provided by operating activities in fiscal year 2008,
Mr. Bass will receive a maximum annual bonus incentive payment of
$400,000 for 2008.  If the South Region achieves less than the
target amount of net cash provided by operating activities, the
annual bonus incentive payment earned by Mr. Bass is determined by
the amount of net cash provided by operating activities generated
by the Region as a percentage of the target amount, such that if
the South Region generated an amount of net cash provided by
operating activities that is 50% of the target amount, 50% of the
maximum annual bonus incentive payment opportunity or $200,000 is
earned by Mr. Bass for 2008.

                       Equity Incentive Awards

In February 2008, the Compensation Committee of the Board of
Directors of the company approved amendments to the Performance
Award Program to add an additional performance target related to
net cash provided by operating activities.  The Compensation
Committee approved equity incentive awards in the form of
restricted stock unit grants to the company's executive officers
pursuant to the revised PAP, contingent upon stockholder approval
of the amended PAP.

Subject to the terms and conditions of the company's equity
incentive plan, the Principal Operating Officer, Principal
Financial Officer and named executive officers will receive the
following grants of restricted stock units on May 1, 2008, subject
to annual vesting in three equal installments, one-third of the
total grant each year, beginning on May 1, 2009 and based on the
executive officers' continued employment on the vesting date:

                                              Restricted
  Name and Position                         Stock Unit Grant
  -----------------                         ----------------
  Larry T. Nicholson                        42,000
  Principal Operating Officer

  Gordon A. Milne                           42,000
  Principal Financial Officer

  Keith E. Bass                             30,000
  President, South Region, Ryland Homes

  Daniel G. Schreiner                       28,000
  President, Ryland Mortgage Company

The vesting of the restricted stock unit grant is conditioned on
the Company generating a targeted amount of net cash provided by
operating activities for fiscal year 2008.  If the company
generates $100 million or greater of net cash provided by
operating activities in fiscal year 2008, the executive officers
will become vested in the maximum restricted stock unit grant over
the three-year vesting period.  For each $1 million of net cash
provided by operating activities below $100 million generated by
the Company in fiscal year 2008, there is a corresponding
reduction of one percent of the maximum restricted stock unit
grant that can vest over the three-year vesting period.

Mr. Dreier, the company's Principal Executive Officer, received a
grant of 80,000 restricted stock units on May 1, 2008.  The
vesting of this grant on May 1, 2009, is conditioned on the
company generating $100 million or greater of net cash provided by
operating activities in fiscal year 2008.  For each $1 million of
net cash provided by operating activities below $100 million
generated by the Company in fiscal year 2008, there is a
corresponding reduction by 1% of the maximum restricted stock unit
grant that can vest on May 1, 2009.  If the company generates net
cash provided by operating activities and vesting occurs, the
amount of Mr. Dreier's restricted stock unit award that vests
includes an amount equal to the federal and state income and
Medicare taxes that are payable in connection with the vesting and
receipt of the shares of Common Stock associated with the award.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the   
nation's largest homebuilders and a leading mortgage-finance
company.  The company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service lowered the ratings of The Ryland Group
Inc., including its corporate family rating and the ratings on the
various issues of senior unsecured notes to Ba1 from Baa3.  The
ratings were taken off review for downgrade where they had been
placed on Oct. 31, 2007, and the outlook is negative.

The company has reported 5 consecutive quarters of net losses
since the first quarter of 2007.


RYLAND GROUP: S&P Chips Rating to BB+ on Weak Housing Expectations
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and unsecured debt ratings on The Ryland Group Inc. to 'BB+' from
'BBB-', affecting roughly $800 million in rated debt securities.  
The outlook remains negative.
     
The downgrade reflects S&P's expectations for continued, very weak
housing market conditions, which S&P expect to continue pressuring
earnings over the next year, as well as the company's relatively
limited liquidity," said credit analyst Lisa Wright.  "However,
reasonable debt levels and minimal near-term maturities continue
to support the lower ratings, as do the company's good geographic
diversity, conservative operating strategy, and generally moderate
financial policy."

S&P anticipate that the deep and protracted housing market
downturn will continue at least through 2008 and that these very
difficult market conditions could substantially affect Ryland's
credit metrics.  S&P would consider lowering the ratings further
if free cash flow does not improve or if EBITDA-based credit
metrics deteriorate more than expected.  However, if cash flow
improves substantially, backlog conversion is solid, and Ryland's
housing markets show signs of firming, S&P would consider revising
the outlook back to stable.


SCOTTISH RE: S&P Retains 'B' Credit Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its counterparty
credit rating on Scottish Re Group Ltd. (B/Watch Neg/--; Scottish
Re) and its counterparty credit and financial strength ratings on
Scottish Re's operating companies and the ratings on these
companies' dependent unwrapped securitized deals remain on
CreditWatch with negative implications.

"Standard & Poor's placed these ratings on CreditWatch on Jan. 31,
2008, because of the erosion of Scottish Re's capitalization due
to the declining market value of its subprime and Alt-A
investments, our increased estimate of expected losses on these
assets, and the meaningful risk of losing some reserve credits
secured through Ballantyne Re plc," said Standard & Poor's credit
analyst Robert Hafner.
     
"Our increasing estimates of cumulative subprime and Alt-A
expected losses based on the composition of such investments, by
vintage and other characteristics negatively affects our view of
Scottish Re's capitalization," said Mr. Hafner.  "Scottish Re's
announcement of a letter of intent signed with ING, the only
cedent for the Ballantyne trust, moderates our concern about its
ability to avert loss of significant reserve credits pending
execution of the arrangement."

"We continue to monitor developments and awaits the release of
Scottish Re's delayed financial data, which are needed to better
refine our view of expected cumulative losses and the impact on
the firm's capitalization," Mr. hafner added.  "The ratings will
be lowered if a substantial risk of losing reserve credits lingers
or if our investment loss estimate were to increase materially.  
The ratings will be affirmed if our refined investment loss
estimate is in line with our current expectations and the risk of
losing reserve credits is ameliorated."


SEMOTUS SOLUTIONS: Amex Delists Common Stock Effective May 12
-------------------------------------------------------------
The American Stock Exchange LLC(R) reported its final
determination to remove the common stock of Semotus Solutions Inc.
from listing on Amex, and filed an application on form 25 to
strike the Securities from listing with the Securities and
Exchange Commission.  The delisting will become effective on
May 12, 2008 unless postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to Semotus
Solutions Inc. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's board of governors.
    
The Exchange will provide public notice of its determination and
notice will remain posted until the delisting is effective.

Headquartered in Los Gatos, California, Semotus Solutions Inc.
(OTC:SMOA) -- http://www.semotus.com-- provides software for  
wireless enterprise applications.  The company's software connects
employees wirelessly to critical business systems, information and
processes.  Semotus's wireless software products and services
include the HipLinkXS family of software, the Global Market Pro
family of software and services, the PocketAdmin and PocketDBA
software from Expand Beyond Corporation, and Clickmarks Inc.'s
technology and software solutions.  The company entered into a
definitive agreement and plan of reorganization on Nov. 10, 2006
with Citytalk Inc., relating to the merger of Citytalk with and
into Semotus.


SIRVA INC: Court Extends Receivables Sale Agreement Expiry Date
---------------------------------------------------------------
At the behest of Sirva Inc. and its debtor-affiliates, the U.S.
Bankruptcy Court for the Southern District of New York extended
the termination date of the Debtors' Receivables Sale Agreement,
from April 30, 2008, to May 14, 2008.

SIRVA Relocation Credit, LLC have maintained a receivables
purchase program with LaSalle Bank National Association, as agent
for certain purchasers participating in the program.

Specifically, the Purchasers are LaSalle Bank; General Electric
Capital Corporation; Wells Fargo Bank; and Citizens Bank.

As of December 22, 2006, the Debtors that sell Receivables, their
related collections, and the proceeds of the Program are SIRVA
Relocation LLC, Executive Relocation Corporation, and SIRVA
Global Relocation, Inc -- the Originators.

The Originators sell the Receivables on a daily basis to SRC
pursuant to a Purchase Agreement.  Under the Purchase Agreement
and a Receivables Sale Agreement, the Servicers agree to service
the Receivables, for which they are paid a fee.

Prior to the Petition Date, the Guarantors, the Originators, SRC,
LaSalle Bank, and the Purchasers engaged in extensive arm's-
length negotiations to continue the Program, subject to certain
amendments.

The Amendments were negotiated to provide the Purchasers
assurance that the Program would continue to be treated in
accordance with the parties' intent -- as a true sale
transaction -- and to provide protection from the uncertainty of
a chapter 11 case.

The Amendments include a condition that the Debtors' the Plan of
Reorganization must become effective by April 30, 2008, or a
Termination Date will occur under the Receivables Sale Agreement,
and the Program will terminate unless the Purchasers will waive
the Termination Date.

           Court Extends Termination Date to May 14

Marc Kieselstein, P.C., at Kirkland & Ellis LLP, in Chicago
Illinois, related that before April 11, 2008, the Debtors
received numerous objections to their Prepackaged Joint Plan of
Reorganization.

According to Mr. Kieselstein, the Debtors have decided to modify
the Court-approved first amendment of the Receivables Sale Order
Agreement, as well as the related fee letter, in order to give
all parties sufficient time to conduct the information hearing,
and for the Court to abjudicate the confirmability of the Plan.

The Second Amendment extends the Termination Date to May 14,
2008, in exchange for a $70,000 fee.

Mr. Kieselstein said that the Receivables Purchase Program
provides the Debtors with a critical and substantial source of
ongoing operating liquidity of up to $131,000,000, and its
continuation after the April 30 termination date is integral to
the Debtors' operations.

"Consequently, without the authority to continue participating in
the Program after the current termination date . . . the Debtors
and their estates would suffer immediate and irreparable harm,"
Mr. Kieselstein added.

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. 14; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SPRINT NEXTEL: May Consider Deutsche Telekom's Takeover Proposal
----------------------------------------------------------------
Deutsche Telekom AG is planning to acquire Sprint Nextel Corp. to
merge with its wireless subsidiary, The Wall Street Journal
reports.

WSJ states that the plan to acquire Sprint Nextel was reached as
Deutsche Telekom looks for possible partner in countries outside
the German market.  WSJ notes that last year, Deutsche Telekom
realized more than 50% revenue growth in its operations outside
Germany.  

WSJ relates that in recent years, Deutsche Telekom's operations in
Germany has seen a slump in revenue due to rising competition and
falling prices.

According to Bloomberg, quoting Der Spiegel, a German magazine, a
merger with Telekom's T-Mobile USA division would help the German
phone company catch up with the U.S. market leader.  

WSJ, citing people familiar with the matter, says Deutsche
Telekom's plans are at an early stage and management may very well
turn away.  The proposal has $22 billion capitalization and if the
bid for Sprint Nextel will commence, it could take weeks, or even
months to complete, WSJ adds.

Bloomberg says Sprint Nextel is valued at less than $1,000 per
customer based on a study of takeover scenarios by Merrill Lynch &
Co. published in March.

Sprint Nextel's share price drop and the strong euro make a
transaction with Deutsche Telekom a bargain, Bloomberg notes.

                     About Deutsche Telekom AG

Headquartered in Germany, Deutsche Telekom AG (FRA:DTE) --
http://www.deutschetelekom.de/-- is an integrated  
telecommunications provider offering its customers services in the
areas of telecommunications and information technology.  The
company operates in four business segments: Mobile Communications
Europe and Mobile Communications United States of America through
T-Mobile; Broadband/Fixed Network; Business Customers, and Group
Headquarters and Shared Services.

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a     
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2008,
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Sprint Nextel Corp. to 'BB' from
'BBB-' and removed the ratings from CreditWatch with negative
implications.  The outlook is stable.


ST. JOHN: S&P Holds 'B+' Rating and Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based apparel manufacturer St. John Knits International
Inc. to stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'B+' corporate
credit rating and the 'BB' bank loan and '1' recovery rating.  
Total debt outstanding at Jan. 27, 2008, was about $147 million.
     
"The outlook revision reflects St. John's improving operating
performance and credit protection measures," said Standard &
Poor's credit analyst Susan Ding.

St. John management has taken steps to correct fit, delivery, and
target customer issues which occurred during 2006 when it took
aggressive steps to update the product line and fit in order to
reach a new, younger target customer.  These issues resulted in
lost sales and higher markdowns and allowances, which, in turn,
led to margin pressures and deteriorating operating performance.  
"Operating performance has since improved as a result of
management's corrective steps," said Ms. Ding, "and credit
measures are trending towards historical levels."

The ratings on St. John reflect the company's leveraged financial
profile, narrow focus on high-end women's knitwear apparel, and
channel and customer concentration.  St. John's core women's
knitwear products continue to account for most of its revenue
base.


STONE ENERGY: Inks Merger Deal With Boise d'Arc for $1.8 Billion
----------------------------------------------------------------
Stone Energy Corporation and Bois d'Arc Energy Inc. have entered
into a definitive merger agreement pursuant to which Stone will
acquire Bois d'Arc.

Bois d'Arc stockholders will receive $13.65 in cash and 0.165
shares of Stone common stock for each share of Bois d'Arc common
stock.  The transaction has an aggregate value of approximately
$1.8 billion.

"Bois d'Arc is an outstanding fit with Stone given the
complementary asset bases, strategies and skill sets of the two
companies," David Welch, chief executive officer of Stone, said.   
"Stone is a strong exploitation and development company and
combined with Bois d'Arc's outstanding inventory of shelf
exploration prospects, the combined company will be a leading Gulf
of Mexico producer."

"The transaction will be accretive to Stone on a 2008 cash flow
basis and the combined entity is expected to generate significant
free cash flow which will continue to strengthen its balance
sheet," Mr. Welch added.

Following the merger, Stone expects to produce over 300 Mmcfe per
day and have over 700 Bcfe of estimated proved reserves and
approximately 275 Bcfe of estimated probable reserves, with a
multi-year exploration prospect inventory, extensive 3D seismic
coverage over the Gulf of Mexico, and a material leasehold
position of over 800,000 net undeveloped acres.

"Stone has the cash flow as well as the depth of personnel and the
infrastructure in place to effectively capture the full value of
Bois d'Arc's extensive prospect inventory," Gary Blackie, chief
executive officer of Bois d'Arc, stated.  "The case for combining
the two companies is extremely compelling to the Bois d'Arc
stockholders."

Stone expects to fund the transaction utilizing existing cash on
its balance sheet, borrowings from a proposed new $700 million
credit facility underwritten by Bank of America N.A., and the
issuance of approximately 11.3 million shares of Stone common
stock.  The transaction is expected to close in the third quarter
of 2008.  After the closing, Stone will remain headquartered in
Lafayette, Louisiana, and David Welch will continue as chief
executive officer of the combined company.

The boards of directors of both companies have approved the merger
agreement, and each will recommend the transaction to its
respective stockholders for approval.  Completion of the
transaction is subject to stockholder approval of Stone and Bois
d'Arc, regulatory approvals, and other customary conditions.  Post
closing, it is anticipated that the Stone stockholders will own
approximately 72% of the combined company, and the Bois d'Arc
stockholders will own approximately 28% of the combined company.

Concurrent with the execution of the merger agreement, Comstock
Resources Inc., which holds approximately 49% of the outstanding
shares of Bois d'Arc, entered into a stockholder agreement in
which it agreed to vote in favor of the merger and agreed to a
one-year lock-up.  In addition, Gary Blackie, director and chief
executive officer of Bois d'Arc, and Wayne Laufer, director and
former chief executive officer of Bois d'Arc, who own
approximately 8% and 10% of the outstanding shares of Bois d'Arc
common stock, also entered into stockholder agreements in which
they agreed to vote in favor of the merger.

"We are very excited about this combination and are enthusiastic
about our 13% post-merger ownership in Stone Energy," Jay Allison,
chief executive officer of Comstock, said.  "Stone has made
significant strides in positioning itself as a leader in the Gulf
of Mexico and the Bois d'Arc team has done an outstanding job of
creating value since Bois d'Arc's inception."

Gary Blackie and certain key Bois d'Arc employees have entered
into a participation agreement with Stone, under which, after the
completion of the merger, Mr. Blackie and his team will generate
exploration prospects in the Gulf of Mexico drawing on their
extensive geological expertise in the region.  Stone will provide
overhead support and will advance certain funds needed to conduct
exploration activities.  Stone will be entitled to a non-promoted
50% working interest in each prospect generated.

Tudor, Pickering, Holt & Co. acted as financial advisor to Stone
and provided a fairness opinion to the board of Stone.  Scotia
Waterous (USA) Inc. and Raymond James & Associates Inc. acted as
financial advisors to Bois d'Arc, and Raymond James & Associates
Inc. provided a fairness opinion to the board of Bois d'Arc.

                     About Bois d'Arc Energy

Based in Houston, Texas, Bois d'Arc Energy Inc. (NYSE:BDE) --
http://www.boisdarcenergy.com/-- is an independent exploration  
company engaged in the discovery and production of oil and natural
gas in the Gulf of Mexico.  The company's oil and natural gas
properties are estimated to have proved reserves of 398 billion
cubic feet of natural gas equivalent.  Bois d'Arc's proved oil and
natural gas reserve base is 63% natural gas and 37% proved
developed on a Bcfe basis as of Dec. 31, 2007, and it serves as
operator for approximately 98% of its properties.  During the year
ended Dec. 31, 2007, its daily production averaged 88 million
cubic feet of natural gas and 4,578 barrels of oil or 116 million
cubic feet of natural gas equivalent.  The company's properties
are located in the outer continental shelf of the Gulf of Mexico
in water depths of up to 75 feet.  Its Gulf of Mexico operations
include properties located offshore of Louisiana and Texas, in
state and federal waters of the Gulf of Mexico.

                  About Stone Energy Corporation

Headquartered in Lafayette, Louisiana, Stone Energy Corporation
(NYSE:SGY) -- http://www.stoneenergy.com/-- is an independent oil   
and natural gas company.  The company is engaged in the
acquisition and subsequent exploration, development, operation and
production of oil and gas properties located in the conventional
shelf of the Gulf of Mexico, the deep shelf of the Gulf of Mexico,
the deepwater of the Gulf of Mexico, the Rocky Mountain Basins and
the Williston Basin.  Stone Energy is also engaged in an
exploratory joint venture in Bohai Bay, China.


STONE ENERGY: Moody's Keeps 'B3' Ratings on Bois d'Arc Acquisition
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings for Stone Energy
Corp. following the company's announcement that it is acquiring
Bois d'Arc Energy, Inc.  The ratings being affirmed are the B3
corporate family rating, the B3 probability of default rating, and
the Caa1 (LGD 4; 62%) senior subordinated note rating.

Simultaneously, Moody's is changing the speculative grade
liquidity rating to SGL-3 from SGL-2.  Moody's notes that while
the Caa1 note rating remains one notch below the CFR, an
additional notch down could occur if the long-term financing plan
consists of a significant amount of senior secured debt.  The
outlook is stable.

On April 30, 2008, Stone announced that it is acquiring Bois d'Arc
Energy, a Gulf of Mexico focused producer that is 49% owned by
Comstock Resources (B1 CFR), for total consideration of $1.8
billion. Under terms of the agreement, Bois d'Aarc's shareholders
will get $13.65/share in cash and 0.165 shares of Stone stock,
making the total consideration about 55% cash and 45% equity.  At
closing, Stone shareholders will own 72% of the combined company
and Bois d'Arc shareholders will own 28%.  Based on year-end 2007
reserves, the purchase price reflects a very high $4.54/mcfe
($27.27/boe) of proved reserves and about $93,103/ boe
($15,517/mcfe) of flowing Q4 '07 production.  However, Moody's
notes that this valuation does compare favorably to some recent
GOM transactions.

The stable outlook considers the increased scale of the combined
company as well as the outlook for commodity prices, both of which
provide the company with additional opportunities to achieve
reserve and production growth and to execute on its debt reduction
strategy.  However, the stable outlook also reflects that the
combined company will have increased leverage on the PD reserves
at close, the high cost structure of the two companies and the
concentration in the GOM, where Stone had been previously
challenged to grow its reserves and production.  Pro forma
leverage on the PD reserve base will be higher (over $9.00/boe
compared to $7.49/boe at FYE Dec. 31, 2007) expected and elevates
the already high reinvestment risk associated with the GOM.

A positive outlook and upgrade would be considered if management
is executing on its debt reduction plans and there are clear
indications that the capital productivity is improving.  Evidence
of this would be sustained sequential quarterly production growth,
replacing all of its production at more sustainable costs, and
leverage on the PD reserve base is trending towards $8.00/boe.  
The company's 2008 year-end FAS 69 disclosure will be a critical
element in determining its progress.

The B3 ratings continue to reflect the Stone's inconsistent track
record of replacing its reserves (though there has been some
improvement) and the company's very high cost structure which has
resulted in a leveraged full cycle ratio below 100% despite very
supportive commodity prices.

The B3 is supported by the significantly increased scale of the
combined company.  Pro forma for the acquisition, Stone's reserves
will essentially double in size and production will increase by
approximately 80% and will make it one of the larger Gulf of
Mexico producers within the single-B rated exploration and
production company peer group.  While leverage is increasing with
the acquisition, the B3 CFR can accommodate this added leverage,
assuming that commodity prices and production volumes remain
supportive for debt reduction over the next twelve months.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 primarily reflects the company's use of about
$500 million of its own cash on hand for the acquisition, leaving
cash balances at modest levels.  Although the acquisition is not
expected to close until Q3'08, the cash will in the meantime be
earmarked for the purchase and will not be made available for
other use.  Currently, Stone has no borrowing under its
$300 million secured revolving credit facility ($175 million
borrowing base), however, upon closing, a new $700 million
facility is expected to be significantly drawn to partially fund
the purchase of Bois d'Arc.  The company is expected to be well
within its maintenance covenants under the credit facility, though
it the facility will be secured by essentially all of its
reserves, leaving no alternative sources of liquidity.

Stone Energy Corporation is headquartered in Lafayette, Louisiana,
and is an independent oil and gas company engaged in the
acquisition and subsequent exploration, development, operation and
production of oil and gas properties primarily located in the
conventional shelf of the GOM, the deep shelf of the GOM, and the
deepwater of the GOM.


STONE ENERGY: Bois d'Arc Deal Cues S&P to Hold 'B+' Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Stone Energy Corp. and its 'BB-' corporate credit
rating on Comstock Resources Inc.  The outlook on both is stable.
     
At the same time, S&P placed the issue ratings on Stone's
subordinated notes and Comstock's senior notes on CreditWatch with
negative implications.  S&P rate Stone's subordinated notes 'B+',
with a recovery rating of '3', which indicates its expectation of
meaningful (50% to 70%) recovery in the event of default.  S&P
rate Comstock's senior notes 'B+', with a recovery rating of '5',
which indicates its expectation of modest (10% to 30%) recovery in
the event of default.

"These rating actions follow the announcement that Stone has
entered into a definitive agreement to acquire Bois d'Arc Energy
Inc., in which Comstock holds a 49% ownership interest," said
Standard & Poor's credit analyst Jeffrey Morrison. (Standard &
Poor's does not rate Bois d'Arc Energy Inc.)

Stone and Comstock are independent exploration and production
firms focused in Gulf of Mexico.
     
The CreditWatch listings on Stone and Comstock's subordinated
notes and senior notes issue ratings, respectively, reflect the
potential that S&P could lower the issue ratings and change the
recovery ratings in the near term.  S&P's concerns derive from
changes to the capital structure and assets caused by the
transaction--specifically, increased secured debt capacity at
Stone, and a reduced enterprise valuation at Comstock after the
sale of its interests in Bois d'Arc.  S&P expect to resolve the
CreditWatch in the near term.


STURGIS IRON: Court OKs Bidding Procedures for Sale of All Assets
-----------------------------------------------------------------
The Hon. Jeffrey R. Hughes of the U.S. Bankruptcy Court for the
Western District of Michigan approved bidding procedure for the
sale of substantially all assets of Sturgis Iron & Metal Co. Inc.,
free and clear of interests, subject to higher and better offer.

All qualified bids must be delivered by May 12, 2008, at 12:00
p.m.  An auction will take place on May 14, 2008 at 9:00 a.m. at
Jaffe, Raitt, Heuer & Weiss, P.C.'s Offices located at 27777
Franklin Road, Suite 2500 in Southfield, Michigan.

During the public auction, starting bid will be at least
$50,000,000 and subsequent bid of at least $500,000.  Interested
purchasers are required to make a 3% deposit of the qualified bid.

A hearing is set for May 16, 2008, at 9:00 a.m., to consider
approval of the asset sale to the successful bidder.

The closing is expected to occur by June 16, 2008.

As reported in the Troubled Company Reporter on April 22, 2008,
according to the motion, the Debtor's real estate in Elkhart,
Michigan is up for sale in bulk for at least $50,000,000 as set
forth in the proposed form of asset purchase agreement as amended
on April 17, 2008.  The purchase agreement also includes the sale
of unimproved property adjacent to the Debtor's real estate in
Kalamzoo, Michigan.  There is a $2,100,000 allocation of purchase
price sufficient to pay in full all existing liens on the real
estate.

Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer & Weiss,
P.C., said that the Debtor has not received any "stalking horse"
bid to date.  The sale of the Debtor's assets is in the best
interest of this estate, Ms. Greenstone said.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?2ade

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  At the time of filing, the
Debtor listed estimated assets and debts both between $100 million
and $500 million.


SUN MICROSYSTEMS: Eliminates 2,500 Jobs to Save $220MM in Costs
---------------------------------------------------------------
Sun Microsystems Inc. will reduce its workforce by around 1,500 to
2,500 people in the current quarter, Christopher Lawton of The  
Wall Street Journal reports.

The company relates that it needs to slash costs as the U.S.
economy is pretty weak and they are facing delays in orders from
customers.

Sun adds that they would be taking a charge of $130.0 million to
$220.0 million in its fiscal fourth quarter to account for the
cuts.

Sun shares rose 67 cents, or 4.3%, to $16.33 at 4 p.m. in Nasdaq
Stock Market composite trading, before the formal statement, WSJ
notes.  WSJ adds that shares fell 11.2% to $14.50 in after-hours
trading.

                 Third Quarter Financial Results

Sun Microsystems reported net loss for the third quarter ended
March 30, 2008, on a Generally Accepted Accounting procedures or
GAAP basis of $34.0 million as compared with net income of
$67.0 million for the third quarter of fiscal 2007.

In the third quarter of fiscal 2008, the company recorded a
$52 million dollar tax provision, as compared to a tax benefit of
$3 million in the third quarter of fiscal 2007.  Net loss for the
third quarter included charges related to the acquisition of
MySQL.

Cash generated from operations for the third quarter of fiscal
2008 was $329.0 million, and the cash and marketable debt
securities balance at the end of the quarter was $3.8 billion.
During the third quarter, Sun continued to leverage its cash
position, spending $300.0 million to repurchase 17.5 million
shares of its common stock.  There is $500.0 million remaining of
the $3.0 billion share repurchase program disclosed in the
company's fiscal fourth quarter of 2007.

At March 30, 2008, the company's balance sheet showed total assets
of $14.2 billion, total liabilities of about $8.5 billion and
total shareholders' equity of $5.7 billion

                     About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing    
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

Moody's Investors Service placed Sun Microsystems Inc.'s corporate
family and unsecured debt rating at 'Ba1' in September 2005.  The
ratings still hold to date with a stable outlook.


TERWIN MORTGAGE: Moody's Downgrades Ratings on Seven Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded seven certificates a
maintained on review for possible downgrade four of those
certificates from two transactions issued by Terwin Mortgage
Trust.  The transactions are backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were low
compared to the current projected loss numbers at the previous
rating levels.

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

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2005-11

  -- Cl. I-M-1b, Downgraded to A1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-2, Downgraded to Baa3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-1, Downgraded to Baa1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to Baa3 from Aa3; Placed Under Review
     for further Possible Downgrade

Issuer: Terwin Mortgage Trust 2005-13SL

  -- Cl. G, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to C from Caa2

  -- Cl. B-1, Downgraded to C from Ca


TERWIN MORTGAGE: S&P Downgrades Ratings on Three Classes of Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of asset-backed certificates from Terwin Mortgage Trust
Series TMTS 2004-5HE.  Additionally, S&P affirmed its ratings on
the five remaining classes from this series as well as on four
classes from series TMTS 2003-2HE.  Both transactions reviewed are
backed by U.S. subprime mortgage loan collateral.
     
The lowered ratings reflect the poor collateral performance of
series TMTS 2004-5HE as of the April 2008 remittance period.  
While the transaction is 46 months seasoned and has paid down to
14.06%, cumulative realized losses total $6.05 million, or 1.86%
of the original principal balance, as of the April 2008 remittance
period.  The deal is currently passing its delinquency and
cumulative loss triggers; however, the average monthly losses have
increased over the past year.  The three-, six-, and 12-month
average losses were approximately $337,663, $307,452, and
$261,912, respectively, and have eroded overcollateralization
(O/C) to $581,852, below its target of $1.63 million.  Serious
delinquencies (90-plus days, foreclosures, and REOs) are
$6.92 million, or 15.12% of the current principal balance, as of
the April 2008 remittance period.
     
The affirmations of the ratings on the remaining classes from
series TMTS 2004-5HE and TMTS 2003-2HE reflect sufficient credit
support at the current rating categories as of the April 2008
reporting period.  A combination of subordination, excess spread,
and O/C provides credit support to both subprime transactions.

                         Ratings Lowered

            Terwin Mortgage Trust Series TMTS 2004-5HE
                   Asset-backed certificates

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        881561HV9     BBB-           BBB+
           B-2        881561HW7     B              BBB
           B-3        881561HX5     CCC            BBB-

                        Ratings Affirmed

                      Terwin Mortgage Trust
                    Asset-backed certificates

       Transaction          Class      CUSIP         Rating
       -----------          -----      -----         ------
       TMTS 2003-2HE        A          881561AR5     AAA
       TMTS 2003-2HE        M-1        881561AS3     AAA
       TMTS 2003-2HE        M-2        881561AT1     AA
       TMTS 2003-2HE        B          881561AU8     A-
       TMTS 2004-5HE        M-1        881561FP4     AA
       TMTS 2004-5HE        M-1-X      881561HP2     AA
       TMTS 2004-5HE        M-2        881561FQ2     A
       TMTS 2004-5HE        M-2-X      881561HR8     A
       TMTS 2004-5HE        M-3        881561FR0     A-


TOUSA INC: Seeks to Modify Sale Order to Facilitate Funding
-----------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to modify a March 6, 2008
court order approving the Debtors' entry into a sale agreement
with PRN Real Estate & Investments, Ltd. in order to facilitate
financing for the transaction.

Among other things, the Sale Agreement contemplated the sale by
TOUSA Homes, Inc., to PRN of a promissory note executed by Cape
Light Development International Drive I, LLC, in favor of TOUSA
Homes, dated June 22, 2007, for $13,500,000.  The closing under
the Sale Agreement occurred on March 13, 2008, and the Note was
actually transferred to PRN, Paul Steven Singerman, Esq, at
Berger Singerman, P.A., in Miami, Florida, relates.

On or before the Closing, PRN sought financing from American
Momentum Bank in connection with the purchase of the Note.  AMB
subsequently requested that the Debtors seek to modify the Sale
Order and include additional provisions that were necessary for
the proposed financing.

Specifically, AMB noted that the Sale Order did not include a
finding under Section 363(f) of the Bankruptcy Code that the sale
of the Note was free of all liens, claims and encumbrances.  
Moreover, the Sale Order did not include a finding that PRN was a
good faith purchaser and that the Sale was negotiated in good
faith and at arm's length within the meaning of Section 363(m),
Mr. Singerman tells the Court.

The Debtors need the Court to modify the Sale Order so they may
facilitate the financing related to PRN's purchase of the Note.

                     About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.           
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Creditors Panel Wants to Retain JH Cohn as Accountant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of TOUSA Inc. and
its debtor-affiliates seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to retain J.H. Cohn
LLP, as its forensic accountants and financial consultants, nunc
pro tunc to the Debtors' bankruptcy filing.

JHC is an accounting and financial consulting firm having
expertise in forensic, real estate and insolvency accounting,
Tara Lynn Torrens, vice president of Capital Research and
Management Company and co-chair of the Creditors Committee,
informs the Court.

For more than 20 years, the partners of JHC have been involved in
hundreds of bankruptcy matters.  According to Ms. Torrens, JHC
has an excellent reputation for services rendered on behalf of
debtors, creditors, creditors committees and other interested
parties throughout the United States, including In re Federal
Mogul Global Corp.; In re Fleming Companies; In re WorldCom,
Inc.; In re Dura Automotive; and In re Kara Homes, Inc.

In light of the size and complexity of the Debtors' Chapter 11
cases, the Creditors Committee requires the services of a
"seasoned and experienced" forensic accountant and financial
consultant, and one that is familiar with the Chapter 11 process
and has real estate expertise, Ms. Torrens tells the Court.

To the extent that JHC's scope of services might otherwise
overlap with the services provided by the Creditors Committee's
other professionals, the professionals will carefully coordinate
their efforts in order to avoid any unnecessary duplication in
efforts, Mr. Torrens assures the Court.

As the Committee's accountants, JHC will:

     * perform forensic and financial analyses, including the
       evaluation of intercompany claims, avoidance actions,
       fraudulent conveyances and preferential transfers;

     * monitor and analyze the Debtors' weekly operating reports,
       including budget to actual performance and cash management
       procedures;

     * analyze accounting aspects of certain proposed
       transactions of the Debtors;

     * review and analyze certain financial information prepared
       by the Debtors or their professionals, including cashflow
       projections and budgets, cash receipts and disbursement
       analysis, and analysis of various balance sheet accounts
       and business plans; and

     * render other services as the Creditors Committee and its
       counsel may deem necessary that are consistent with the
       role of a forensic accountant and financial consultant and
       not duplicative of services provided by other
       professionals.

JHC will be paid its customary hourly rates and reimbursed of its
expenses.  The firm's hourly rates are:

              Senior Partner/Partners     $515 - $650
              Director/Senior Manager     $430 - $500
              Other Professional Staff    $170 - $425
              Paraprofessional            $115 - $155

JHC informs the Court that in the normal course of business, it
revises its hourly rates on February 1 of each year.

The Creditors Committee requests that the Debtors' estates be
required to indemnify and hold JHC and certain related persons
and entities harmless and to provide contribution for any losses,
claims, damages or liabilities arising out of or in connection
with the firm's retention.  The indemnification does not apply to
any losses, claims, damages or liabilities incurred in connection
with JHC's engagement that are finally judicially determined by a
court of competent jurisdiction to have primarily resulted from
the bad faith or gross negligence of the firm, according to Ms.
Torrens.

Bernard A. Katz, a senior partner at JHC, discloses that the firm
has in the past worked with, continues to work with, and has
mutual clients with certain law firms who may represent parties-
in-interest in the Debtors' Chapter 11 cases.  None of the
engagements or relationships are related to the Debtors' cases,
he assures the Court.

Because of the size and diversity of the firm's practice, JHC may
have in the past performed professional services for, and may in
the future provide services for entities that are claimants or
interest holders of the Debtors in matters wholly unrelated to
the Debtors' pending bankruptcy cases.  None of these business
relationships constitute interests materially adverse to the
Creditors Committee in the matters upon which JHC is to be
employed, and none are in connection with the Debtors' cases, Mr.
Katz tells the Court.

The firm does not represent or hold any interest adverse to the
Debtors' estates.  JHC is a disinterested person, as the term is
defined in Section 101(14) of the Bankruptcy Code, Mr. Katz
asserts.

                     About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.           
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Committee Seeks to Tap Robert Charles as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of TOUSA Inc. and
its debtor-affiliates seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to retain Robert
Charles Lesser & Co., as its real estate advisors, nunc pro tunc
to the Debtors' bankruptcy filing.

RCLCO is a real estate advisory firm providing market and
financial analysis and strategic planning services to a broad
spectrum of clients, including developers and home builders,
according to Tara Lynn Torrens, vice president of Capital
Research and Management Company and co-chair of the Creditors
Committee.

RCLCO is experienced in valuation, acquisition, reposition,
management and disposition of distressed real estate assets.  
With in-depth knowledge of local markets and more than 40 years
of strategy experience, RCLCO provides its clients with objective
and insightful recommendations that are analytically based and
action-oriented, Ms. Torrens tells the Court.

In light of the size and complexity of the Debtors' Chapter 11
cases, the Creditors Committee requires the services of a
seasoned and experienced real estate advisor and one that is
familiar with the recent and current home building marketplace in
which the Debtors operate, Ms. Torrens says.

As the Committee's real estate advisors, RCLCO will:

     * review the Debtors' project-specific business plans, with
       particular emphasis on the Debtors' assumptions relating
       to future home prices and absorption rate;

     * review and prepare fundamentals-based forward market
       assessments for the homebuilding industry for each of the
       markets where the Debtors have homebuilding or land
       development activities;

     * prepare project asset analysis and valuations;

     * provide litigation support services relating to real
       estate and valuation issues; and

     * provide other services as reasonably requested by the
       Creditors Committee.

The services that the firm will provide to the Creditors
Committee are necessary to enable it to acquit its fiduciary
duties to the Debtors' unsecured creditor constituency and to
seek to maximize the value of recoveries for unsecured creditors
in the Debtors' Chapter 11 cases, Ms. Torrens asserts.

RCLCO will carry out unique functions and the Creditors
Committee's professionals will use reasonable efforts to
coordinate their services in order to minimize any potential
duplication in the services and any potential burden on the
Debtors and their professionals, Ms. Torrens assures the Court.

The firm will be paid its customary hourly rates and reimbursed
of its expenses.  RCLCO normally revises its hourly rates on
January 1 of each year.  The current hourly rates are:

      Managing Director                     $360 - $600
      Senior Principal                      $325 - $340
      Principal                             $280 - $300
      Other Consultants                     $110 - $250
      Associates, Staff, Assistants          $90 - $100

The Creditors Committee requests that the Debtors' estates be
required to indemnify and hold the firm and certain related
persons and entities harmless and to provide contribution for any
losses, claims damages or liabilities arising out of or in
connection with the retention of RCLCO.  Ms. Torrens says that
the indemnification will not cover any losses, claims, damages or
liabilities incurred in connection with RCLCO's engagement that
are finally judicially determined by a court of competent
jurisdiction to have primarily resulted from the bad faith or
gross negligence of the firm.

Leonard Bogorad, managing director of RCLCO, informs the Court
that because of the size and diversity of the firm's practice, it
may have in the past performed professional services for, and may
in the future provide services for entities that are claimants or
interest holders of the Debtor in matters wholly unrelated to the
Debtors' bankruptcy cases.  None of these business relationships
constitute interests materially adverse to the Creditors
Committee in the matters for which RCLCO is to be employed, and
none are in connection with the Debtors' Chapter 11 cases, Mr.
Bogorad says.

Mr. Bogorad discloses that its employee Eric Brown was formerly
employed by a Debtor for approximately two years until December
2006.  Mr. Brown then provided consulting services to the Debtor
until July 2007.  In September 2007, Mr. Brown purchased a parcel
of land from Engle Homes.  The purchase contract was subsequently
placed in escrow, where it remains.  Mr. Brown is not an officer,
director or owner of RCLCO and will not work on any matters in
connection with the firm's retention and employment by the
Creditors Committee in these Chapter 11 cases, Mr. Bogorad says.

RCLCO will not accept any engagement or perform any services in
the Debtors' bankruptcy cases for any entity or person other the
the Creditors Committee, Mr. Bogorad assures the Court.

RCLCO is a disinterested person, as the term is defined in
Section 101(14) of the Bankruptcy Code, Mr. Bogorad asserts.

                     About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.           
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Oakmont Wants Stay Lifted to Terminate Purchase Deal
---------------------------------------------------------------
Oakmont LLC, the financier of the Oakmont Plan Unit Development,
asks the U.S. Bankruptcy Court for the Southern District of
Florida to modify the automatic stay in the bankruptcy case of
TOUSA Inc. and its debtor-affiliates to allow it to take actions
as it deems necessary or appropriate to terminate the Debtors'
rights under an agreement to purchase lots in the project.

In the alternative, Oakmont LLC asks the Court to compel the
Debtors to either (i) immediately assume or reject the Purchase
Agreement and comply with the provisions of Section 365(b) of the
Bankruptcy Code and cure all defaults; or (ii) provide adequate
assurance that it will promptly compensate Oakmont LLC for all
actual damages and losses incurred as a result of the Debtors'
default under the terms of the Purchase Agreement.

Oakmont Grove Venture, LLC, is the owner and developer of certain  
real property located in Polk County, Florida, being developed
under the terms of the Oakmont Plan Unit Development.

Oakmont is a planned unit development primarily consisting of
various residential subdivisions with differing sizes of lots.  
The acquisition and horizontal development of Oakmont was and has
been financed by Oakmont LLC through an approximate $5,200,000
loan from Wachovia, N.A., and the issuance of roughly $14,200,000
in bonds by the Oakmont Grove Community Development District.

Oakmont LLC remains liable for the Wachovia Debt, which matures
in late 2008, and its investment in Oakmont is, under applicable
law, effectively subordinate to the amounts owing on the CDD
Bonds.

Pursuant to the terms of a certain Agreement for Sale and
Purchase, dated August 19, 2003, as amended, between the Debtors
and Oakmont LLC, the Debtors agreed to purchase the Lots.  
Ultimately, the total purchase price for the Lots was
$35,955,000, according to Andrew M. Brumby, Esq., at Shutts &
Bowen LLP, in Orlando, Florida.

The Purchase Agreement also provides that once Oakmont LLC
completed the infrastructure and other horizontal development
activities for the initial phase and provided it gives requisite
notice to the Debtors, the Debtors had 15 days within which to
close on the first 100 Lots and were required to close on an
additional 100 Lots every 180 days, Mr. Brumby informs the Court.

After receipt of a letter dated February 8, 2008, from Oakmont
LLC's counsel, the Debtors' representatives contacted Oakmont to
discuss modification of the Purchase Agreement with respect to
the Lots takedown requirement.  No agreement was reached, and the
Debtors have now failed and refused to timely close pursuant to
the terms of the Purchase Agreement, Mr. Brumby says.

The Debtors were informed by letter dated February 22, 2008, that
the date of closing on the initial 100 Lot Sale would take place
on February 25, 2008.  However, the Debtors failed to close, Mr.
Brumby relates.

Consequently, the Debtors are in default under the terms of the
Purchase Agreement, and the default may now be cured, Mr. Brumby
states.

                     About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.           
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRAVELPORT HOLDINGS: S&P Revises Outlook to Neg. on Weak Financial
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Travelport Holdings Ltd. and its primary operating subsidiary,
Travelport LLC, to negative from stable.  All ratings, including
the 'B' long-term corporate credit ratings on both, were affirmed.
      
"The outlook revision is based on the company's weaker financial
profile in 2007, resulting from incremental debt and associated
interest, and significant nonrecurring charges," said Standard &
Poor's credit analyst Betsy Snyder.  "Significant improvement is
not likely to occur this year due to expected reduced travel
demand caused by the slowing global economy," the analyst
continued.

While the Parsippany, New Jersey-based travel distribution
company's profitability should recover from a $429 million loss
recorded in 2007, heavy debt and associated interest expense
related to its 2006 leveraged buyout, 2007 debt-financed
shareholder dividend, and 2007 acquisition of Worldspan will
constrain its financial profile.  Travelport should realize
additional synergies as a result of combining the Worldspan and
Galileo operations (with $178 million already achieved), but the
company's bookings and cash flow will likely suffer from reduced
travel in a weaker global economy.
     
The ratings on Travelport reflect its highly leveraged financial
profile, limited financial flexibility, and the seasonal and
cyclical nature of the travel industry.  Ratings also incorporate
the company's major position in travel distribution and the strong
cash flow this business typically generates, as well as modest
debt maturities through 2012.

Travelport is owned by affiliates of the Blackstone Group and
Technology Crossover Ventures, together with One Equity Partners.
In the first half of 2007, Travelport added more than $2 billion
of debt to its capital structure to fund a $1.1 billion dividend
just seven months after its acquisition, and $1.090 billion to
prefund its acquisition of Worldspan L.P., which occurred in
August 2007.  In July 2007, Travelport used $477 million of
proceeds from the IPO of Orbitz Worldwide Inc. (in which it still
owns just under 50%) and $630 million of Orbitz's $685 million
credit facilities to repay a portion of the incremental debt.  
However, Travelport recorded a loss of $436 million in 2007,
reflecting incremental interest expense ($184 million) associated
with the Worldspan acquisition, a $187 million (noncash) charge
for equity compensation, $65 million of transaction costs, and
$57 million of one-time fees to be paid to the equity sponsors in
a future period.

As a result, 2007 EBITDA interest coverage declined to 1.4x from
2.3x in 2006, funds from operations to debt declined to 2.6% from
6.5%, and debt to EBITDA increased to 7.6x from 8.3x, all below
our expectations.  When the $1.1 billion of PIK notes issued by
parent Travelport Holdings are included, 2007 debt to EBITDA rises
to about 9.5x.  Reduced travel bookings in a softer global economy
could offset the synergies achieved from combining the Worldspan
and Galileo operations and lower interest expense after the debt
paydown in mid-2007.  However, the company's debt and capital
lease maturities average only $17 million-$18 million a year
through 2012.
     
Travelport is a major travel distributor consisting of two
businesses: Global Distribution System and GTA.  GDS consists of
the Galileo and Worldspan operations, through which travel
agencies search, process, and book travel itinerary and pricing
options aggregated from airlines, hotels, car renters, tour
operators, cruise lines, rail, and other travel suppliers.  GTA
sources hotels, ground travel, sightseeing, and other destination
services from travel suppliers and then distributes the inventory
to other travel wholesalers, tour operators, travel agents, and
directly to consumers.

Significant improvement in the company's financial profile is not
likely to occur in 2008 due to expected reduced travel demand
caused by the slowing global economy.  The improvement in the
company's credit ratios could be delayed if operating synergies
from the Worldspan acquisition are below expectations or bookings
decline due to weaker demand.  If that were the case, S&P would
likely lower the ratings.  An outlook revision to stable is
unlikely without a meaningful improvement in the company's
financial profile.


UBS MORTGAGE: Fitch Chips Ratings to 'BB' on Four Cert. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on UBS Mortgage Asset
Securitization Transactions mortgage pass-through certificates.  
Affirmations total $292.4 million and downgrades total
$241.6 million.

MASTR Reperforming Loan Trust 2005-1
  -- $45.7 million class 1A1 affirmed at 'AAA';
  -- $41.3 million class 1A2 affirmed at 'AAA';
  -- $35.5 million class 1A3 affirmed at 'AAA';
  -- $16.4 million class 1A4 affirmed at 'AAA';
  -- $12.4 million class 1A5 affirmed at 'AAA';
  -- $6.1 million class 2A1 affirmed at 'AAA';
  -- $1.3 million class PO affirmed at 'AAA';
  -- Notional balance class AX affirmed at 'AAA'.

MASTR Specialized Loan Trust 2007-1
  -- $141.2 million class A downgraded to 'AA+' from 'AAA';
  -- $10.3 million class M-1 downgraded to 'AA-' from 'AA+';
  -- $9.7 million class M-2 downgraded to 'A' from 'AA';
  -- $5.8 million class M-3 downgraded to 'A-' from 'AA-';
  -- $5.1 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $5.3 million class M-5 downgraded to 'BBB-' from 'A';
  -- $4.7 million class M-6 downgraded to 'BB+' from 'A-';
  -- $4.4 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $3.5 million class M-8 downgraded to 'BB' from 'BBB';
  -- $2.0 million class M-9 downgraded to 'BB' from 'BBB'.

MASTR SLT 2007-2
  -- $133.7 million class A affirmed at 'AAA';
  -- $9.7 million class M1 downgraded to 'AA' from 'AA+';
  -- $9.3 million class M2 downgraded to 'A+' from 'AA+';
  -- $5.5 million class M3 downgraded to 'A+' from 'AA+';
  -- $4.8 million class M4 downgraded to 'A' from 'AA';
  -- $4.7 million class M5 downgraded to 'A-' from 'AA-';
  -- $4.4 million class M6 downgraded to 'BBB' from 'A+';
  -- $4.2 million class M7 downgraded to 'BBB-' from 'A';
  -- $3.7 million class M8 downgraded to 'BB+' from 'A-';
  -- $3.3 million class M9 downgraded to 'BB' from 'BBB+'.


UNIQUE DEPENDABLE: Case Summary & 60 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Unique Dependable Insurance Services, Inc.
             2501 W. Shaw, Ste. 103
             Fresno, CA 93711

Bankruptcy Case No.: 08-12241

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Cheney and Associates Ins. Services, Inc.  08-25181

        Alan Cheney and Asso. Ins. Srv. Modesto,   08-90705
        Inc.

Type of Business: The Debtors are insurance agents and brokers.

Chapter 11 Petition Date: April 23, 2008

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtors' Counsel: Daniel L. Egan, Esq.
                  Wilke, Fleury, Hoffelt, Gould & Birney, LLP
                  400 Capitol Mall 22nd Flr.
                  Sacramento, CA 95814
                  Tel: (916) 441-2430

Unique Dependable Insurance Services, Inc's Financial Condition:

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

A. Unique Dependable Insurance Services, Inc's 21 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Aleritas Capital               value of collateral:  $2,826,628
Kasey Rogg                     $450,000
7400 College Blvd., Ste. 250
Overland Park, KS 66210

Internal Revenue Service       taxes                 $83,288
P.O. Box 21126
Philadelphia, PA 19114

Brooke Franchise Corp.         trade debt            $38,431
Attn: Jeff Nourse
10950 Grandview Dr., Ste. 600
Overland Park, KS 66210

Employment Development Dept.   taxes                 $16,566

Whiteley, Inc.                 trade debt            $8,848

Green Polack & Co. Accountancy trade debt            $6,915
Corp.

First Comp                     trade debt            $1,611

Judy's Donuts                  trade debt            $1,111

Sean Petersen                                        $1,059

Mehry Arsala                                         $1,057

LAW Printing                   trade debt            $1,007

Financial Credit Network, Inc. trade debt            $883

SBC Smart Yellow Pages         trade debt            $840

ARSI American Recovery         trade debt            $823
Services, Inc.

Allen Law Group, LLP           trade debt            $821

AT&T                           trade debt            $817

First Advantage ADR            trade debt            $669

Utility Telphone               trade debt            $647

Allied Insurance               trade debt            $545

Puget Sound Leasing            trade debt            $393

B. Cheney and Associates Ins. Services, Inc's 19 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Aleritas Capital               value of collateral:  $2,826,628
Kasey Rogg                     $936,000
7400 College Blvd., Ste. 250
Overland Park, KS 66210

Brooke Franchise Corp.         franchise fee         $987,362
Jeff Nourse
10950 Grandview Dr., Ste. 600
Overland Park, KS 66210

Internal Revenue Service       taxes                 $116,780
P.O. Box 21126
Philadelphia, PA 19114

Lippenberger, Thompson, Welch, trade debt            $51,208
Soroko &

GMAC                           trade debt; value of  $80,113
                               collateral: $43,000

Employment Development Dept.                         $15,131

Citi Cards/Citibank            trade debt            $13,280

Phillips66conoco commercial    trade debt            $13,280

Blue Shield of California      trade debt            $12,723

Lippenberger, Thompson, Welch, trade debt            $12,548
Soroko &

Blue Shield                                          $6,592

Vengroff, Williams &           trade debt            $3,747
Associates, Inc.

Office Depot                   trade debt            $3,747

Green, Polack & Company        trade debt            $2,957
Accountancy Corp.

Wilson, Elser, Moskowitz,      trade debt            $2,800
Edellman & Dick

Steve Hirata                                         $2,692

Shell Fleet                    trade debt            $2,364

Julie Clark                                          $2,244

Staples                        trade debt            $1,799

C. Alan Cheney and Asso. Ins. Srv. Modesto, Inc's 20 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Aleritas Capital               value of collateral:  $2,826,628
Kasey Rogg                     $669,890
7400 College Blvd., Ste. 250
Overland Park, KS 66210

Internal Revenue Service       taxes                 $60,492
P.O. Box 21126
Philadelphia, PA 19114

American Express               credit card           $19,678
Box 0001
Los Angeles, CA 90096-0001

Employment Development Dept.   taxes                 $12,856

Dell Financial Services        trade debt; value of  $10,496
                               security: $10,000

Brooke Franchise Corp.         franchise fee         $4,314

Debi Mathiesen-Lepper          employee              $2,758

Green, Polack & Co.            trade debt            $2,655
Accountancy Corp.

The Hartford                   trade debt            $2,579

Edward Persike                 trade debt            $2,500

Pitney Bowes, Inc.             trade debt            $1,584

Frederick Properties           trade debt            $1,550

Safeco Insurance               trade debt            $1,323

Charissa Faria                 employee              $1,181

Safeco Insurance               trade debt            $1,174

Utility Telephone              trade debt            $1,018

Whiteley Inc.                  trade debt            $943

Pre-paid Legal Services, Inc.  trade debt            $596

Toshiba America                trade debt            $555

Unum Life Insurance            trade debt            $496


UTAH 7000: Credit Suisse Balks at $50MM Loan from Pivotal Finance
-----------------------------------------------------------------
Credit Suisse Cayman Islands Branch, as secured creditor and its
capacity as administrative agent under a first lien credit
agreement, objects to Utah 7000 LLC and its debtor-affiliates'
request to access up to $50 million in debtor-in-possession
financing from Pivotal Finance LLC, an entity formed by Public
Safety Personnel Retirement Systems of the State of Arizona and
principals of Pivotal Group Inc.

The Debtors owed $293 million to the first lien lenders, which is
secured by first priority perfected liens on substantially all
assets of the Debtors.

Credit Suisse alleges that the priming facility is a stopgap
measure that could require the Debtors to seek more financing.   
Credit Suisse says the Debtors failed provide adequate protection
to the first lien lenders' interest in collateral.

The Debtors have acknowledged that the $50 million in financing
may not be sufficient to complete the development, which requires
at most $200 million of additional funding.

A hearing is slated for May 5, 2008, at 8:30 a.m., to consider
approval of the Debtors' request and Credit Suisse's objection.

As reported in the Troubled Company Reporter on April 23, 2008,
the Debtors asked the Court to obtain $50 million in DIP financing
from Pivotal Finance.

The DIP facility will terminate and become due on April 1, 2009.  
The Debtors will use the money to fund their operations and
continue their development.

The DIP facility will incur interest at the rate of LIBOR plus
7.5% -- currently about 10.2% per annum -- payable at the end of
each month.

The DIP agreement is subject to a $500,000 carve-out for payment
to professional advisors to the Debtors, any statutory committee
appointed in the Debtors' cases and U.S Trustee fees.

The Debtors will pay a $250,000 commitment fee, and other fees and  
disbursements of DIP lender's counsel in connection with the
preparation and negotiation of the DIP facility.

According to the Debtors, the DIP facility agreement contains
appropriate and conditional events of default.

To secure their obligations, the Debtors will grant the DIP
lender, among other things (i) priority in payment over any and
all administrative expenses and (ii) perfected first priority
security interest in and liens upon all unencumbered property of
the Debtors.  In addition, the DIP lender will get perfected liens
and security interest senior to all liens and security interest of
lenders under:

   -- a $275 million senior secured credit facility dated Aug. 31,
      2005, with Credit Suisse, Cayman Island Branch, as
      administrative agent; and

   -- a $75 million senior second lien secured credit facility
      dated Aug. 31, 2005, with Credit Suisse, Cayman Island
      Branch as administrative agent.

                         About Utah 7000

Headquartered in Park City, Utah, Utah 7000 LLC fka Pivotal
Promontory LLC operates and develops resort community near Park
City and Deer Valley ski resorts.  

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors' in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in these cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.


VERTIS INC: Moody's Changed Probability of Default Rating to Ca/LD
------------------------------------------------------------------
Moody's Investors Service has revised Vertis, Inc.'s Probability
of Default rating to Ca/LD from Ca, while affirming its Ca
Corporate Family rating, following the company's April 30
announcement that its second lien noteholders agreed to forbear
from exercising their rights and remedies under the indenture
governing the second lien notes.

Details of the rating action are:

Rating lowered:

  -- Probability of Default rating to Ca/LD from Ca

Ratings affirmed

  -- $348 million 9.75% secured second lien notes due 2009 - Caa2,
     LGD2, 23%

  -- $349 million 10.875% Senior Notes due 2009 - Ca, LGD4, 51%

  -- $290 million 13 1/2% Senior Subordinated Notes due 2009 - C,
     LGD5, 81%

  -- Corporate Family rating - Ca

The rating outlook is stable.

This concludes the review of Vertis's Probability of Default
rating which was lowered (but remained under review) on April 16,
following the company's announcement that it had elected to forego
making a $17.1 million interest payment on its 9 ¾% senior secured
second lien notes, in accordance with the 30 day grace period
(ending on April 30) permitted under the terms of the second lien
note indenture.

The downgrade of the PDR to Ca/LD reflects Moody's view that any
missed, delayed or deferred debt payment obligation constitutes a
default event, even if such deferral is permitted by noteholder
consent.  Moreover, the Ca component of the Ca/LD rating signals a
very high probability of default on an ongoing basis for the
company's other obligations that have not been subject to the in-
substance default.

On April 30, 2008, Vertis announced that pursuant to a forbearance
agreement, the holders of an aggregate of 77% of the outstanding
principal amount of the Second Lien Notes agreed to a number of
provisions, including an agreement to forbear from exercising
their rights and remedies under the indenture governing the Second
Lien Notes

Vertis, Inc., a leading provider of integrated advertising
products and marketing services, recorded fiscal 2007 revenues of
$1,365 million.  The company is headquartered in Baltimore,
Maryland.


VISTEON CORP: March 31 Balance Sheet Upside-Down by $136 Million
----------------------------------------------------------------
Visteon Corporation's balance sheet at March 31, 2008, showed
total assets of $7.2 billion and total liabilities of $7.3 billion
resulting in a total shareholders' deficit of about $136 million.

The company reported net loss of $105 million, including a
$40 million loss associated with the sale of North American
aftermarket facilities and a $21 million asset impairment.  

For the first quarter 2007, Visteon reported a net loss of
$153 million which included a $40 million of asset impairments.

The company related that divestitures and plant closures decreased
product sales by $340 million; favorable currency of $181 million
and higher Asian sales were partial offsets.  Services revenue was
$121 million, a decrease of $9 million from the same period in
2007.

Visteon reduced its net loss by $48 million to $105 million for
first quarter 2008.  

Cash used by operating activities for first quarter 2008 was
$126 million, a $5 million improvement over the $131 million in
first quarter 2007.  First quarter 2008 cash from operations was
negatively impacted on a year-over-year basis by a number of
factors including cash restructuring costs, pension, OPEB and
recoverable tax assets.

Capital expenditures for first quarter 2008 were $74 million,
$10 million higher than the same period a year ago, reflecting
investments to support future business.  Free cash flow, for first
quarter of 2008 was negative $200 million, compared with negative
$195 million in the same period of 2007.

As of March 31, 2008, the company's consolidated cash balances
totaled $1.6 billion.  

                  Restructuring and Divestitures

During the first quarter, Visteon addressed a number of facilities
as part of its restructuring initiatives.  Visteon sold its non-
core North American-based aftermarket underhood and
remanufacturing operations which included two facilities in Mexico
and one in Tennessee.  The businesses generated approximately
$130 million of sales in 2007 and had a negative gross margin of
approximately $16 million.

In February 2008, Visteon closed its interiors facility in
Bellignat, France, resulting in the separation of approximately
300 employees.  A majority of the production at this facility was
consolidated into other manufacturing facilities.  Additionally,
Visteon remains on track to exit its Bedford, Indiana, and
Concordia, Missouri, facilities later this year.

During the first quarter of this year Visteon recorded $46 million
of restructuring charges.  These charges were related to three
facilities in continental Europe, which are being addressed as
part of the company's three-year plan, and related cost-reduction
actions associated with the company's drive to reduce overhead
costs, through the reduction of general administrative and
engineering related expenses.

In January Visteon expected to generate cumulative savings of
approximately $215 million over the next three years as part of
the overhead cost reduction initiative.  To date approximately
250 salaried employees have been separated from the company in
conjunction with this initiative, and Visteon remains on track to
generate the expected savings.

Visteon continues to address its operations in the United Kingdom.
Visteon has a non-binding memorandum of understanding with Linamar
Corporation for the sale of its Swansea, Wales, facility.  
Although the transaction has yet to be finalized and negotiations
continue, Visteon has been able to mitigate the losses associated
with the facility through agreements reached with customers
supplied by the Swansea facility.

                    About Visteon Corporation

Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that      
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *

Moody's Investor Service placed Visteon Corp.'s long-term
corporate family and probability of default ratings at 'B3' in
November 2006.  The ratings still hold to date with a negative
outlook.


WASHINGTON MUTUAL: Fitch Holds Ratings on 30 Classes of Securities
------------------------------------------------------------------
Fitch Ratings affirmed 30 classes of securities issued from the
Washington Mutual Master Note Trust and the Washington Mutual
Master Trust.  The affirmation of these tranches completes the
portfolio review that Fitch began several weeks ago.  The list of
securities being affirmed can be found at the end of this rating
action commentary.

Fitch noted higher delinquencies and charge-offs occurring in
conjunction with slower monthly payment rates during the first
quarter of 2008 in the Washington Mutual credit card trusts.  The
most recent servicing report, which includes trust performance
through the March monthly period, shows that the percentage of
receivables associated with accounts 60 or more days delinquent
has been elevated for the past three months; however, it is
exhibiting evidence of stabilizing.

Delinquent credit card accounts, charged off after 180 days, are a
strong predictor of future charge-off volume for the trusts, as
Washington Mutual experiences relatively high charge-off
percentages resulting from ongoing delinquency rather than
bankruptcy filings, which tend to be more spontaneous in nature
and charged off within 60 days.  Since charge-offs lag 60+ day
delinquencies by a few months, Fitch expects charge-offs,
currently at 11.99% on a net basis, to climb towards the high end
of Fitch's expected range in the next few months before
stabilizing.

MPR, a measure of how quickly consumers are paying their debt,
rose 41 bps to 10.28% in March.  However, for the four preceding
months, the average MPR was 9.75% compared to an average of 10.18%
during the same period a year ago.  Both the recent uptick and
historically observed seasonal trends are indicative of
improvement that should persist through the next few months.

Fitch's analysis included scenarios simulating the excess spread
generated over the next few months incorporating this year's
performance as well as Fitch's expectations for the remainder of
the year.  Although the spread account may begin trapping cash
later this year, breakeven multiples are still projected to remain
above Fitch's base case multiples for these trusts.

As part of its on-going surveillance efforts, Fitch will continue
to monitor the performance of these trusts to determine if the
observed trends are sustainable.  In the event that defaults and
MPR do not show signs of stabilization in the next few reporting
periods, additional rating actions may be warranted.

Washington Mutual Master Note Trust 2005-A1
  -- $643,600,000 'AAA';
Washington Mutual Master Note Trust 2005-M1
  -- $90,400,000 'AA';
Washington Mutual Master Note Trust 2005-B1
  -- $87,800,000 'A';
Washington Mutual Master Note Trust 2005-C1
  -- $93,100,000 'BBB';
Washington Mutual Master Note Trust 2005-D1
  -- $85,100,000 'BB';
Washington Mutual Master Note Trust 2005-A2
  -- $775,000,000 'AAA';
Washington Mutual Master Note Trust 2005-M2
  -- $125,000,000 'AA';
Washington Mutual Master Note Trust 2005-B2
  -- $150,000,000 'A';
Washington Mutual Master Note Trust 2005-C2
  -- $150,000,000 'BBB';
Washington Mutual Master Note Trust 2005-D2
  -- $214,953,847 'BB-';
Washington Mutual Master Note Trust 2006-A1
  -- $900,000,000 'AAA';
Washington Mutual Master Note Trust 2005-D2-2
  -- $343,926,153 'BB-';
Washington Mutual Master Note Trust 2006-B1
  -- $200,000,000 'A';
Washington Mutual Master Note Trust 2006-C1
  -- $200,000,000 'BBB';
Washington Mutual Master Note Trust 2006-A2
  -- $750,000,000 'AAA';
Washington Mutual Master Note Trust 2006-M1
  -- $300,000,000 'AA';
Washington Mutual Master Note Trust 2006-C2
  -- $150,000,000 'BBB';
Washington Mutual Master Note Trust 2006-A3
  -- $1,250,000,000 'AAA';
Washington Mutual Master Note Trust 2006-A4
  -- $500,000,000 'AAA';
Washington Mutual Master Note Trust 2006-C3
  -- $200,000,000 'BBB';
Washington Mutual Master Note Trust 2007-A1
  -- $1,100,000,000 'AAA';
Washington Mutual Master Note Trust 2007-B1
  -- $150,000,000 'A';
Washington Mutual Master Note Trust 2007-A2
  -- $875,000,000 'AAA';
Washington Mutual Master Note Trust 2007-C1
  -- $125,000,000 'BBB';
Washington Mutual Master Note Trust 2007-A4
  -- $425,000,000 'AAA';
Washington Mutual Master Note Trust 2007-A5
  -- $200,000,000 'AAA';
Washington Mutual Master Trust 2001-D A
  -- $650,000,000 'AA';
Washington Mutual Master Trust 2001-G A
  -- $400,000,000 'AAA';
Washington Mutual Master Trust 2004-C E
  -- $35,519,000 'BB-';
Washington Mutual Master Trust 2004-G E
  -- $117,486,000 'BB-'.


WILBURGENE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wilburgene, LLC
        Holland & Hart, LLP
        4422 55th Ave. N.E.
        Seattle, WA 98105

Bankruptcy Case No.: 08-22650

Chapter 11 Petition Date: April 25, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Mona Lyman Burton, Esq.
                  Email: mburton@hollandhart.com
                  Holland and Hart
                  60 East South Temple, Ste. 2000
                  Salt Lake City, UT 84111
                  Tel: (801) 595-7822
                  Fax: (801) 364-9124
                  http://www.hollandhart.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Web Sandbulte                  $250,892
4422 55th Ave., N.E.
Seattle, WA 98105

Tricon Builder Services, LLC   $108,000
P.O. Box 681777
Park City, UT 84068

LLL Home Builders Division,    $9,800
Inc.
1245 Tamarack Road
Salt Lake City, UT 84123

Ike's Plumbing, Inc.           $2,880

Fire System Specialists, Inc.  $2,424

Snyderville Basin Water        $1,653
Reclamation District

Summit County Treasurer        $8,191

Miso Hungry Restaurant Group,  $8,250
LLC

Questar Gas Co.                $657

Dale R. Wilde Co.              $500


WORLDGATE COMMS: Marcum & Kliegman Expresses Going Concern Doubt
----------------------------------------------------------------
Marcum & Kliegman LLP raised substantial doubt about the ability
of WorldGate Communications, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  

The auditing firm reported that the company has suffered recurring
losses from operations and had an accumulated deficit of nearly
$262,000,000, stockholders' deficiency of nearly $1,500,000 and a
working capital deficit of nearly $2,400,000 at Dec. 31, 2007.  
The company also experienced severe cash shortfalls, deferred
payment of some of its operating expenses, and plans to shut down
its operations for a period of time during 2008, and further
curtailments of its operations could be necessary in the near
future.

The company posted a net loss of $14,739,000 on total revenues of
$2,565,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $17,608,000 on total revenues of $2,511,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $3,414,000 in
total assets and $4,876,000 in total liabilities, resulting in a
$1,462,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,496,000 in total current assets
available to pay $4,876,000 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?2aff

                  About WorldGate Communications

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(NASDAQ: WGAT) -- http://www.wgate.com/-- designs, manufactures,  
and distributes the Ojo line of personal videophones.  Ojo
personal videophones offer real-time, two-way video communications
with video messaging.


ZIFF DAVIS: Wants to Sign New Contracts with CRO & Former CEO
-------------------------------------------------------------
Ziff Davis Media Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to enter into separate letters of agreement with (a)
Mark D. Moyer, the Debtors' chief restructuring officer and (b)
Robert Callahan, the Debtors' former chief executive officer, to
provide consulting services to the Debtors.

                       The Moyer Agreement

David Neier, Esq., at Winston & Strawn LLP, in New York, contends
that it is crucial to the Debtors' reorganization efforts that
Mr. Moyer complete various objectives he has undertaken in his
capacity as Chief Restructuring Officer.  He says that
Mr. Moyer's employment with the Debtors would otherwise have
expired on April 15, 2008, so the Debtors and Mr. Moyer
negotiated an agreement to establish parameters for his
compensation as he completes various objectives.  The objectives
include:

   -- issuance, at or within a reasonable period of time after
      confirmation of a Chapter 11 plan of reorganization or sale
      of substantially all of the Debtors' assets pursuant to a
      sale under Section 363 of the Bankruptcy Code, of audited
      financial statements, together with an unqualified opinion
      by Grant Thornton LLP, for the Debtors for the fiscal year
      ended December 31, 2007;

   -- simplification of the process for allocating corporate
      expenses to the Debtors' operating units in accordance with
      Generally Accepted Accounting Principles;

   -- support in preparing the liquidation analysis, feasibility
      analysis, and the financial data required to be prepared in
      connection with the Debtors' disclosure statement in a time
      frame that will permit its approval before May 5, 2008; and

   -- support, as necessary, the Debtors' efforts to consummate a
      Chapter 11 transaction resulting in approval by the Court
      before July 7, 2008.

Mr. Neier tells the Court that the Moyer Agreement also contains
certain non-solicitation and non-compete provisions for the
Debtors' benefit.

Pursuant to the Moyer Agreement, Mr. Moyer will be paid a base
salary of $300,000 per year and one time bonuses of up to
$375,000 based on fulfilling the various objectives.

Before becoming the Debtors' CRO, Mr. Moyer had been the Debtors'
Chief Financial Officer since October 2005 and has served as
Ziff-Davis, Inc.'s vice president and controller.

Mr. Neier contends that without the benefit of Mr. Moyer's
considerable knowledge and experience, the professional fees
incurred by the Debtors would undoubtedly increase, and other
members of the Debtors' management team would be forced to spend
less time focused on the Debtors' business operations in order to
spend more of their time addressing various matters currently
handled by Mr. Moyer.

"In short, the Debtors would spend a greater amount of resources
having others fulfill Mr. Moyer's role than the remuneration he
would receive under the Moyer Agreement," Mr. Neier says.

                      The Callahan Agreement

Mr. Neier relates that the Callahan Agreement is a short-term
consulting agreement, the principal purpose of which is to have
Mr. Callahan act as a sales agent for the Debtors, making
specific calls on behalf of the Debtors to certain of their top
customers, including IBM, Dell, and Lenovo.  In addition,
Mr. Callahn would also consult on various strategic initiatives
being explored by the Debtors to improve their operations and
profitability.

Pursuant to the Callahan Agreement, Mr. Callahan's employment
duration will last three months and is subject to cancellation by
either party on 15 days' notice.  Mr. Callahan will also receive
a monthly fee of $50,000.

In the past, Mr. Callahan has served as the Debtors' Chairman,
CEO and president from October 2001 through August 2007.

The Debtors contend that based on Mr. Callahan's wealth of
experience and his familiarity with the Debtors' operations,
Mr. Callahan is uniquely qualified to assist them in maintaining
their key customer relationships.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


ZIFF DAVIS: Wants to Assume FileFront Purchase Agreement
--------------------------------------------------------
Ziff Davis Media Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to assume an Asset Purchase Agreement with MBPS.COM,
Inc., FileFront LP and Todd Faulk and Derek Labian, as the
FileFront Principals, dated as of November 4, 2005.

David Neier, Esq., at Winston & Strawn LLP, in New York, relates
that the FileFront APA is executory because:

   -- the benefits of assuming the FileFront APA far outweigh the
      burdens to be avoided by rejection;

   -- certain obligations under the FileFront APA, like payment
      of an additional purchase price could not be avoided absent
      rejection; and

   -- obligations remain owing by each of the parties under the
      FileFront APA, the failure of which to perform would
      constitute a material breach.

Pursuant to Section 365(a) of the Bankruptcy Code, a debtor in
possession "subject to the court's approval, may assume... any
executory contract or unexpired lease of the debtor."

Mr. Neier contends that assumption of the FileFront APA is
clearly within the Debtors' business judgment.  He says that
FileFront is a valuable asset of the Debtors' estates because of
the Web site's number of monthly unique visitors.

FileFront.com accounts for more than 50% of all worldwide monthly
unique visitors to all of the Debtors' websites.  In February
2008, there were 12,338,541 monthly unique visitors to
FileFront.com, while the gross total number of monthly unique
visitors to all the Debtors' websites was 24,347,357.

According to Mr. Neier, the increased traffic generated by
FileFront.com benefits the Debtors because it draws the attention
and advertising revenue of publishers and advertisers and brings
a vast number of users into the Debtors' other websites, like 1UP
and Game Videos.

Mr. Neier also argues that since the Debtors are discontinuing
their Games for Windows magazine to focus their PC gaming efforts
exclusively in the digital arena, FileFront.com is the most
crucial Web site for generating traffic within the Debtors'
network of Web sites and therefore is critical to the Debtors'
business plan.

FileFront.com has been operating in many respects as an
independent entity managed by the FileFront Principals.

Mr. Neier says that while the FileFront Principals were under no
obligation to continue working with the Debtors after the Fall of
2007, they remained with the Debtors in a good-faith effort to
ensure the future success and viability of FileFront.com.  With
the leadership of the FileFront Principals, FileFront.com has
surpassed all of the leading Web sites in the gaming download
vertical market.

In connection with the assumption of the FileFront APA, the
FileFront Principals have agreed to enter into consulting
agreements, which provide for the continuation of services to the
Debtors by the FileFront Principals for a period of time
sufficient to allow the FileFront operations to be transitioned
to the Debtors' employees.

Mr. Neier notes that if the FileFront APA is not assumed and the
Debtors fail to enter into the Consulting Agreements with the
FileFront Principals, then the Debtors would lose the services of
the FileFront Principals which would interrupt the ensuing
transition process and detrimentally affect the FileFront.com
business.

In addition, without the assumption of the FileFront APA, the
Debtors may lose the protections the APA provides, like the Non-
Compete, Non-Solicitation and Confidentiality provisions.

"Instead of being restricted from competing with or assisting
FileFront's competitors until November 2009, the FileFront
Principals might be forced, from an economic standpoint, to
reenter the business and would be free to engage in direct
competition with the Debtors," Mr. Neier says.

Mr. Neier tells the Court that, except for an earn out payment of
$2,500,000, there are no other obligations currently owing from
the Debtors under the FileFront APA.  This fact means that the
Debtors are not required to establish "adequate assurance of
future performance" under Section 365(b)(1)(C) of the Bankruptcy
Code.

"Nonetheless, for the avoidance of doubt, the Debtors also have
provided adequate assurance of future performance to the
counterparties to the FileFront APA," Mr. Neier relates.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


ZIFF DAVIS: Committee Wants to Retain Perella as Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Ziff Davis Media
Inc. and its debtor-affiliates seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Perella Weinberg Partners LLP as its financial advisor, nunc pro
tunc to the Debtors' bankruptcy filing.

The Committee has selected Perella because of the firm's diverse
experience and extensive knowledge in the restructuring field.  
Perella's corporate advisory practice is focused on providing
public and private clients advice related to mergers and
acquisitions and financial restructurings.

Before the Petition Date, Perella was engaged by O'Melveny &
Meyers LLP to provide financial advisory services in connection
with OMM's representation of certain holders of the Debtors'
subordinated notes and accordingly has gained an extensive
knowledge of the Debtors and their businesses.

The Committee needs Perella to:

   -- advise and assist the Committee in examining and analyzing
      any potential or proposed strategy for restructuring or
      adjusting the Debtors' outstanding indebtedness or overall
      capital structure, whether pursuant to a plan, a sale of
      equity or of assets under Section 363 of the Bankruptcy
      Code, a liquidation or otherwise, including where
      appropriate, assisting the Committee in developing its own
      strategy for accomplishing a restructuring;

   -- advise and assist the Committee in evaluating and analyzing
      the proposed implementation of any Restructuring, including
      the value of securities, if any, that may be issued in
      connection with a restructuring;

   -- review and analyze the business, operations, liquidity
      situation, assets and liabilities, financial condition and
      prospects of the Debtors;

   -- analyze the Debtors' debt capacity in light of their
      projected cash flows;

   -- advise and assist the Committee in reviewing and providing
      an analysis of any proposed capital structure for the
      Debtors;

   -- attend meetings of the Committee in reviewing and providing
      an analysis of any proposed capital structure for the
      Debtors;

   -- advise and assist the Committee in evaluating any potential
      debtor-in-possession or exit loan or other financing
      proposed by the Debtors;

   -- review, analyze and advise the Committee with respect to
      the existing debt instruments of the Debtors, and any
      potential refinancing alternatives to the existing debt;

   -- advise and assist the Committee in reviewing and analyzing
      any proposed transactions which would require the Court's
      approval as requested from time to time by the Debtors, or
      other parties in interest;

   -- review and provide an analysis to the Committee of any
      proposed sale of all or substantially all of the Debtors'
      assets, or the sale of a division or group of the Debtors'
      assets;

   -- review and provide an analysis to the Committee of any
      Chapter 11 plan of reorganization proposed by any party;

   -- review and provide an analysis to the Committee of any new
      securities other consideration or other inducements to be
      offered or issued under a Plan;

   -- assist the Committee and participate in negotiations with
      the Debtors;

   -- provide testimony with regard to the value of the Debtors
      and in connection solely with the Chapter 11 cases; and

   -- provide any other financial advisory services in connection
      with the Chapter 11 cases as the Committee may from time to
      time reasonably request and which are customarily provided
      by financial advisors in similar situations.

The Committee notes that services to be rendered by Perella will
not be duplicative in any manner with the services performed by
any other professional that the Committee intends to retain.

In addition to all out-of-pocket expenses, Perella will be paid
$100,000 per month in advance, beginning on the Engagement Date,
and on every monthly anniversary date thereafter.  Upon the
consummation of a transaction, the Committee will pay Perella a
transaction fee of $1,100,000; provided that subsequent to the
third month of Perella's engagement, the amount of the
Transaction Fee will be reduced by 50% of the Monthly Fees
received by Perella.

The Committee tells the Court that since Perella does not charge
for its services on an hourly basis and does not have systems in
place to track professionals' time usage, Perella will not
maintain records of time spent by its professionals in connection
with the rendering of services for the Committee except, to the
extent required, in half-hour increments.

The Committee and the Debtors have agreed to indemnify, hold
harmless, and defend Perella and its affiliates and their
respective controlling persons, partners, members, directors,
officers, employees or consultants under certain circumstances.

Kevin M. Cofsky, a director of Perella, assures the Court that
his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and does not hold or
represent any interest adverse to any creditor and the Debtors'
estates on the matters with respect to which it is to be engaged.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


ZIFF DAVIS: Committee Allowed to Retain Special Conflicts Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a request by the Official Committee of Unsecured
Creditors of Ziff Davis Media Inc. and its debtor-affiliates to
retain Cohen Tauber Spievack & Wagner PC as special conflicts
counsel, nunc pro tunc to the Debtors' bankruptcy filing.

In its request to retain Cohen Tauber, the Committee said it
intends to let Cohen Tauber address issues that O'Melveny & Meyers
LLP, the Committee's primary counsel, may be unable to become
involved in as a result of a conflict or potential conflict of
interest, Dan Pevonka, senior credit manager of RR Donnelley &
Sons Company, the Committee's co-chairman, tells the Court.

According to Mr. Pevonka, the Committee believes that Cohen
Tauber possesses extensive knowledge and expertise in the areas
of law relevant to Chapter 11 cases, and that Cohen Tauber is
well qualified to represent the Committee.

Cohen Tauber has been employed in other bankruptcy cases as
special conflicts counsel, including Fortunoff Fine Jewelry and
Silverware LLC and Galey & Lord, Inc.

As special conflicts counsel, Cohen Tauber's primary
responsibilities will be:

   (a) the investigation and review of the liens and claims held
       by the Debtors' secured lenders, and

   (b) any other matters that may arise upon direction of the
       Committee.

Mr. Pevonka tells the Court that Cohen Tauber intends to work
closely with the other professionals retained by the Committee,
to ensure that there is no duplication of services rendered or
charged to the Debtors' estates.

                     About Ziff Davis

Headquartered in New York City, Ziff Davis Media Inc. --
http://www.ziffdavis.com/-- is a wholly-owned indirect   
subsidiary of Ziff Davis Holdings.  Ziff Davis Holdings is the
ultimate parent.  Ziff Davis Holdings is majority owned by
various investment funds managed by Willis Stein.

Ziff Davis Media is an integrated media company serving the
technology and videogame markets.  Ziff Davis currently reaches
over 26 million people a month through its portfolio of 15
websites, three award-winning magazines, consumer events and
direct marketing services.  The company has offices and labs in
San Francisco and exports its brands internationally in 45
countries and 13 languages.  The company manages its business
through two business segments: the "PCMag Network" and the "1UP
Network."

Ziff Davis Media, Ziff Davis Holdings and five other affiliates
filed voluntary petitions under Chapter 11 of the Bankruptcy
Code on March 5, 2008 (Bankr. S.D.N.Y., Case No.
08-10768).  Carey D. Schreiber, Esq., and David Neier, Esq., at
Winston & Strawn, LLP and represents the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors has selected O'Melveny & Myers LLP as its counsel.  In
its schedules filed with the Court, Ziff Davis Media disclosed
total assets of US$144,224,155 and total debts of
US$441,406,545.  

Ziff Davis' non-debtor foreign affiliates include Ziff Davis
Europe Ltd. (United Kingdom), Ziff Davis Publishing (UK) Ltd.
(United Kingdom), Ziff Davis France S.A. (France), SEEC/Ziff
Davis Group (China) Ltd. (British Virgin Islands), and Ziff
Davis Internet I.

(Ziff Davis Bankruptcy News, Issue No. 10, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstandor 215/945-7000)


Z TRIM HOLDINGS: Blackman Kallick Expresses Going Concern Doubt
---------------------------------------------------------------
Blackman Kallick, LLP, raised substantial doubt about the ability
of Z Trim Holdings, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations and its need of additional financing to
continue in operation.

The company posted a net loss of $16,430,884 on total revenues of
$616,848 for the year ended Dec. 31, 2007, as compared with a net
loss of $14,625,317 on total revenues of $104,004 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $9,565,958 in
total assets, $2,898,335 in total liabilities and $6,667,623 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?2b00

                           About Z Trim

Z Trim Holdings, Inc., (AMEX: ZTM) -- http://www.ztrim.com--  
through its subsidiaries, produces, licenses, markets, and
distributes its proprietary Z Trim, a natural food ingredient
technology.  It offers Z Trim fat replacement product to
manufacturers, the food services industry, and consumers, as well
as to food institutions that supply to restaurants, hospitals,
schools, and cafeterias.  The company also operates NAT Web, a
nutrition analysis tool Web site is an interactive, Web-based
system designed to empower individuals to select a nutrient-rich
diet; and offers self-defense courses and videos, focusing on
personal safety and self-defense, including rape prevention.  In
addition, Z Trim Holdings manufactures and distributes pillows,
blankets, and other bedding products to airlines, hospitals,
government, and other commercial and institutional customers.  The
company was founded in 1994 as Circle Group Holdings, Inc. and
changed its name to Z Trim Holdings, Inc. in 2006.  Z Trim
Holdings is based in Mundelein, Illinois.


* Fitch Says REITs Turns to Bank Term Loan as Refinancing Vehicle
-----------------------------------------------------------------
Many U.S. REITs continue to turn to the bank term loan and
mortgage markets as attractive refinancing vehicles for debt
obligations despite the slowdown in the unsecured bond and CMBS
markets, according to Fitch Ratings in its inaugural edition of
the 'REIT Report Quarterly'.

'Low leverage and high existing coupons contributed to many REITs'
ability to refinance loans in a more restrictive lending
environment,' said Managing Director and REIT group head Steven
Marks.  'Many prudent REIT managements have also secured fixed-
rate, low-cost long-term debt and are maintaining strong and
flexible balance sheets.'



* Moody's Says Outlook for Automotive Parts Suppliers is Negative
-----------------------------------------------------------------
U.S. automotive parts suppliers remain under pressure from
declining vehicle production, North American market-share losses
for the Detroit-3 automakers, and weak pricing power, says Moody's
Investors Service.  Consequently, the outlook for fundamental
credit conditions in the sector over the next 12 to 18 months is
negative.

Landmark labor agreements that General Motors, Ford and Chrysler
reached with the United Auto Workers union last year provide some
stability for the auto parts suppliers by improving the financial
heath of their biggest customers in North America.  The new, four-
year contracts allow the Detroit-3 to reduce wage and health care
costs over the long term, says Moody's.

Nonetheless, demand for new vehicles is being crimped by weakening
economic conditions across the U.S., higher fuel costs and reduced
access to credit financing for consumers.  This reduced demand
results in lower business volume for most auto suppliers.

For some issuers, there is considerable risk of a negative impact
to current ratings due to deteriorating liquidity, says Moody's
VP-Senior Analyst Timothy Harrod.  "Liquidity is an important
rating differentiator within the auto parts sector," he said.

North American vehicle production is expected to decline 6.7% to
approximately 14.1 million units in 2008, says Moody's.  In 2007,
production fell 1.8% to 15.10 million units, the lowest level
since 1996.

"Although the trend in vehicle production volume remains
unfavorable for most auto suppliers, ongoing restructuring actions
and lower interest costs offset some of these negative pressures,"
says Harrod.


* Moody's Maintains Negative Outlook on Homebuilding Industry
-------------------------------------------------------------
The outlook for the U.S. homebuilding industry remains negative
amid continued stress on housing market fundamentals and a
heightened risk of recession, says Moody's Investors Service in a
new report.  Moody's expects to see more negative rating actions
among its 19 publicly rated homebuilders, but for the pace of
downgrades to ease.

Moody's does not expect a housing recovery to begin until well
into 2009 at the earliest.  The rating agency also expects
homebuilders to face growing resistance from lenders when
requesting financial covenant waivers or amendments, making
violations harder to resolve.

While fundamental credit conditions in the industry are likely to
stay negative over the next 12 to 18 months, Moody's says that
there are some hints that portend a bottoming out in the housing
market.

Tell-tale signs include that cancellation rates on new homes
appear to be moderating and potential homebuyer traffic has edged
up.

"While the news for the U.S. homebuilders is almost uniformly
negative, the background music is becoming very subtly less
discordant," says Moody's Vice President/Senior Credit Officer
Joseph Snider.

Snider says that a focus on working capital and inventory
management among the homebuilders is beginning to lead to some
meaningful reductions in inventory levels.  The vast majority of
homebuilders are generating positive cash flow.

Among the higher-rated builders, liquidity is improving as cash
balances continue to grow.

Various government actions under consideration to help distressed
homeowners could ultimately help the industry, but are months away
from having any impact, at the earliest.

After taking 27 negative rating actions on the homebuilders since
September, Moody's expects fewer negative actions in the coming
months.

Key measures Moody's will be following include inventory
performance, cash flow generation, and liquidity.

"We will continue to seek out the underperformers in these key
metrics, relative to current expectations and rating levels, and
take appropriate rating actions," says Moody's Snider.


* S&P Lowers Ratings on 184 Classes of US RMBS from 52 Transaction
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 184
classes of U.S. residential mortgage-backed securities from 52
transactions backed by prime jumbo loan collateral issued in 2006.  
S&P removed 77 of the lowered ratings from CreditWatch with
negative implications.  In addition, S&P placed 109 ratings on
CreditWatch negative, and one rating remains on CreditWatch
negative.  Finally, S&P affirmed its ratings on 13 classes and
removed them from CreditWatch negative and affirmed its ratings on
1,961 other outstanding U.S. prime jumbo RMBS classes issued in
2006.  All of the ratings that were removed from CreditWatch were
placed on CreditWatch on March 17, 2008.  The classes affected by
the negative rating actions represent an issuance amount of
approximately $3.485 billion, or about 3.56% of the par amount of
U.S. RMBS transactions backed by prime jumbo mortgage loans rated
by Standard & Poor's in 2006.

2006-Vintage U.S. Prime Jumbo RMBS Rating Actions

The downgrades and CreditWatch placements reflect S&P's opinion
that projected credit support for the affected classes is
insufficient to maintain the ratings at their previous levels,
given our current projected losses.

Loss Assumptions

S&P are currently projecting lifetime losses of approximately
0.60%-0.65% of the original principal balance for 2006-vintage
U.S. prime jumbo mortgages collateralizing Standard & Poor's rated
securities.  S&P developed its loss projections by analyzing the
geographic locations of the properties, the loan characteristics,
and the relative performance expectations for prime jumbo, Alt-A,
and subprime originations in 2006, together with pool-by-pool
projections based on its foreclosure curve.  S&P calculated loss
projections for individual transactions by multiplying the current
foreclosure amount by the rate of change that the foreclosure
curve forecasted for the upcoming periods.

Due to current market conditions, S&P are assuming that it will
take approximately 18 months to liquidate loans in foreclosure and
approximately eight months to liquidate loans categorized as real
estate owned.  S&P are assuming a loss severity of 23% for U.S.
prime jumbo RMBS transactions issued in 2006.  Finally, S&P
assumed that the loans that are currently REO would be liquidated
in equal amounts over the first eight periods and then added that
amount to the projected loss from foreclosures.

S&P used the 1999 prime jumbo vintage as its benchmark default
curve to forecast losses for the 2006 vintage.  The 1999 vintage
experienced the most stress of any issuance year over the past 10
years (excluding 2006) in terms of foreclosures.  S&P expect the
losses in 2006 to significantly exceed those experienced in 1999;
however, in its opinion, the timing of the losses, and therefore
the shape of the loss curve, is more likely to be similar to that
of 1999 than to any subsequent year.

The lowered ratings reflect S&P's assessment of the
creditworthiness of each class and its ability to withstand
additional credit deterioration.  In order to maintain a rating
higher than 'B', a class had to absorb losses in excess of the
base case assumption S&P used in its analysis.  For example, one
prime jumbo class may have to withstand 150% of our projected loss
assumption in order to maintain a 'BB' rating, while a different
class may have to withstand losses of approximately 200% of our
base case loss assumption to maintain a 'BBB' rating.  Each class
that has an affirmed 'AAA' rating can generally withstand
approximately 350% of our projected loss assumptions under its
analysis.
     
The rating actions announced resolve all but one of the
CreditWatch placements taken March 17, 2008, on the 2006 U.S.
prime jumbo RMBS vintage.  S&P's rating on one class remains on
CreditWatch.  Most of the CreditWatch placements affect 'AAA'
rated certificates.  Standard & Poor's will assess whether further
rating actions are warranted by analyzing available credit
enhancement for the certificates relative to the projected losses
during the timeframe S&P expect the certificates to be
outstanding.

Factors Driving RMBS Rating Actions
  
Monthly performance data reveals that delinquencies and
foreclosures continue to accumulate at an increasing rate for the
2006 vintage.  As of the March 25, 2008, distribution date,
serious delinquencies (90-plus days, foreclosures, and REOs) on
all U.S. prime jumbo RMBS transactions issued during 2006 were
1.63%, up 68.04% since December 2007.  During the same period,
cumulative realized losses have increased to 0.03% from 0.01%.
  
In reviewing the 2006 prime jumbo RMBS transactions, S&P employed
the surveillance assumptions announced on Jan. 15, 2008, which are
described in "U.S. RMBS Surveillance, CDO Of ABS Assumptions
Revised Amid Defaults, Negative Housing Outlook."  S&P believe
that the application of expected lifetime losses has become
appropriate as the depth and duration of the housing downturn
continues to increase.  S&P lowered the ratings on those
classes with expected lifetime losses that exceeded the credit
enhancement available to 'CCC'.  

In addition, S&P lowered its ratings on many of the 2006-vintage
certificates that were previously rated 'B' and 'CCC' and its
ratings on various pools with extraordinarily high levels of
severely delinquent loans to 'CC', as its analysis revealed that
these classes have a greater likelihood of default in the near
future.  The extent to which S&P adjusted the ratings was based on
its view of each class' ability to withstand losses in excess of
our projections.

The table below details the classes with ratings lowered and
ratings placed on CreditWatch negative as a percentage of the
original balance of the total issuance amount affected ($3.485
billion).
  
                2006 Vintage U.S. Prime Jumbo RMBS
                         Total actions (%)
          Rating      Downgrades    CreditWatch negative
          ------      ----------    --------------------
          AAA               0.00           79.96
          AA+               0.00            0.36
          AA                3.13            1.89
          AA-               0.18            0.00
          A+                0.10            0.00
          A                 2.99            0.00
          A-                0.27            0.00
          BBB+              0.14            0.00
          BBB               2.65            0.00
          BBB-              0.23            0.00
          BB+               0.14            0.00
          BB                3.21            0.00
          BB-               0.63            0.00
          B+                0.00            0.00
          B                 4.01            0.00
          B-                0.10            0.00
          CCC               0.00            0.00
          Total            17.79           82.21

Standard & Poor's considers the actions, except for the
CreditWatch placements, to be S&P's last major changes to the
ratings assigned to U.S. prime jumbo RMBS issued during 2006.  S&P  
expect to resolve the remaining CreditWatch placements over the
next several weeks.  S&P are reviewing the 2005 prime jumbo
vintage next and expect to announce the results of its analysis
within the next week.  S&P will review the first-half 2007 vintage
U.S. prime jumbo RMBS transactions over the next few weeks.


* S&P Downgrades Ratings on 272 Classes From 56 RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 272
classes from 56 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2007.  At the same time, S&P removed 197 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 236 classes from 62 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.

The downgrades reflect its opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  S&P calculated its
projected deal-specific losses by reviewing the individual loan-
level characteristics and most recent performance data, as
described in.  Due to current market conditions, S&P are assuming
that it will take approximately 15 months to liquidate loans in
foreclosure and approximately eight months to liquidate loans
categorized as real estate owned.  In addition, S&P are assuming a
loss severity of approximately 45% for U.S. subprime RMBS
transactions issued in 2007.

The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.

Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  Standard &
Poor's recently announced that it will discount a portion of
excess spread to account for potential interest rate modifications
in an upwardly sloping mortgage rate environment.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base case assumption S&P assumed in its analysis.  For
example, a class may have to withstand 115% of S&P's base case
loss assumption in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of S&P's base case loss
assumption to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of its base
case loss assumptions under its analysis, subject to individual
caps assumed on specific transactions.  S&P determined the caps by
limiting the amount of remaining defaults to 90% of the current
pool balances.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

To date, including the classes and actions on both publicly and
confidentially rated classes, S&P have resolved the CreditWatch
placements of the ratings on 2,321 classes from 392 U.S. subprime
RMBS transactions from the 2006 and 2007 vintages.   Currently,
S&P's ratings on 847 classes from 134 U.S. RMBS subprime
transactions from the 2006 and 2007 vintages are on CreditWatch
negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

                         Ratings Lowered

             ACE Securities Corp Home Equity Loan Trust


                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE2            M-9        00443PAP4     CC             CCC

           ACE Securities Corp. Home Equity Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-WM1            M-8        004424AN7     CC             CCC
2007-WM1            M-9        004424AP2     CC             CCC
2007-WM1            M-10       004424AQ0     CC             CCC
2007-ASAP1          M-8        00442JAN4     CC             CCC
2007-ASAP1          M-9        00442JAP9     CC             CCC
2007-HE3            M-5        00442GAK6     CC             CCC
2007-HE3            M-6        00442GAL4     CC             CCC
2007-HE3            M-7        00442GAM2     CC             CCC

     Asset Backed Securities Corporation Home Equity Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
RFC  2007-HE1        M10        04544RAP0     CC             CCC
RFC  2007-HE1        M11        04544RAQ8     CC             CCC

          Bear Stearns Asset Backed Securities I Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-FS1            M-10       073855AQ1     CC             CCC

                    BNC Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-1              B1         05569GAQ9     CC             CCC
2007-1              B2         05569GAR7     CC             CCC

                 Citigroup Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-AHL1           M-10       17311VAB5     CC             CCC
2007-AHL1           M-11       17311VAC3     CC             CCC
2007-AMC2           M-8        17311XAL9     CC             CCC
2007-AMC2           M-9        17311XAM7     CC             CCC
2007-AMC2           M-10       17311XAU9     CC             CCC

           Home Equity Mortgage Loan Asset Backed Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-B              M-9        43710EAQ3     CC             CCC
2007-B              M-10       43710EAR1     CC             CCC
2007-B              M-11       43710EAS9     CC             CCC

          Home Equity Mortgage Loan Asset-Backed Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
INABS  2007-A        M-9       43710BAP1     CC             CCC
INABS  2007-A        M-10      43710BAQ9     CC             CCC
INABS  2007-A        M-11      43710BAR7     CC             CCC

          HSI Asset Securitization Corporation Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-OPT1           M-10       40431JAQ6     CC             CCC

                IXIS Real Estate Capital Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE1            M6         45073DAK4     CC             CCC
2007-HE1            B1         45073DAL2     CC             CCC
2007-HE1            B2         45073DAM0     CC             CCC
2007-HE1            B3         45073DAN8     CC             CCC
2007-HE1            B4         45073DAP3     CC             CCC

              MASTR Asset Backed Securities Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-WMC1           M-4        55275TAJ7     CC             CCC
2007-WMC1           M-5        55275TAK4     CC             CCC
2007-WMC1           M-6        55275TAL2     CC             CCC
2007-WMC1           M-7        55275TAM0     CC             CCC

      Merrill Lynch First Franklin Mortgage Loan Trust 2007-1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-1              B-3        59023LAP7     CC             CCC

          Merrill Lynch Mortgage Investors Trust 2007-HE1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE1            B-3        59024EAP2     CC             CCC

          Merrill Lynch Mortgage Investors Trust 2007-HE2

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE2            B-3        59024LAP6     CC             CCC

              Morgan Stanley ABS Capital I Inc. Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-NC1            B-4        617505AQ5     CC             CCC

         Morgan Stanley ABS Capital I Inc. Trust 2007-HE2

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE2            B-2        61753EAM2     CC             CCC
2007-HE2            B-3        61753EAN0     CC             CCC

          Morgan Stanley ABS Capital I Inc. Trust 2007-HE3

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE3            B-3        617538AN3     CC             CCC

          Morgan Stanley ABS Capital I Inc. Trust 2007-NC4

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-NC4            B-2        61753EAM2     CC             CCC
2007-NC4            B-3        61755EAK4     CC             CCC
2007-NC4            B-4        61755EAL2     CC             CCC
2007-NC4            B-5        61755EAM0     CC             CCC

            Morgan Stanley Home Equity Loan Trust 2007-1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-1              B-3        61751QAN5     CC             CCC

               Option One Mortgage Loan Trust 2007-1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-1              M-9        68400DAQ7     CC             CCC
2007-1              M-10       68400DAR5     CC             CCC
2007-1              M-11       68400DAS3     CC             CCC

             Option One Mortgage Loan Trust 2007-2

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-2              M-6        68401TAL2     CC             CCC
2007-2              M-7        68401TAM0     CC             CCC
2007-2              M-8        68401TAN8     CC             CCC
2007-2              M-9        68401TAP3     CC             CCC

             Option One Mortgage Loan Trust 2007-6

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-6              M-10       68403KAP0     CC             CCC

                            RASC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-KS3            M-9        74924YAP8     CC             CCC
  
           Securitized Asset Backed Receivables LLC Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE1            B-1        81377JAM5     CC             CCC
2007-HE1            B-2        81377JAN3     CC             CCC
2007-HE1            B-3        81377JAP8     CC             CCC
2007-BR4            B-3        81378EAM5     CC             CCC

                Soundview Home Loan Trust 2007-WMC1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-WMC1           M-6        83612NAM7     CC             CCC
2007-WMC1           M-7        83612NAN5     CC             CCC
2007-WMC1           M-8        83612NAP0     CC             CCC
2007-WMC1           M-9        83612NAQ8     CC             CCC
2007-WMC1           M-10       83612NAR6     CC             CCC

   Structured Asset Securities Corporation Mortgage Loan Trust
                           2007-MLN1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-MLN1           M9         863613AP0     CC             CCC
2007-MLN1           B1         863613AQ8     CC             CCC
2007-MLN1           B2         863613AR6     CC             CCC

        WaMu Asset-Backed Certificates WaMu Trust 2007-HE1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE1            M-9        933631AP8     CC             CCC
2007-HE1            B-1        933631AQ6     CC             CCC
2007-HE1            B-2        933631AR4     CC             CCC

Washington Mutual Asset Backed Certificates WMABS Trust 2007-HE2

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2007-HE2            M-8        93934TAM4     CC             CCC
2007-HE2            M-9        93934TAN2     CC             CCC

      Washington Mutual Asset-Backed Certificates WMABS Trust  
                            WMABS 2007-HE1

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
WMABS 2007-HE1      M-9        93935KAN0     CC             CCC
WMABS 2007-HE1      B-1        93935KAP5     CC             CCC
WMABS 2007-HE1      B-2        93935KAQ3     CC             CCC

       Ratings Lowered and Removed From CreditWatch Negative

            ACE Securities Corp Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE2            M-1            A              AA+/Watch Neg
2007-HE2            M-2            BB             AA+/Watch Neg
2007-HE2            M-3            B              AA/Watch Neg
2007-HE2            M-4            B-             AA-/Watch Neg

           ACE Securities Corp. Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-WM1            A-1            A              AAA/Watch Neg
2007-WM1            A-2D           BBB            AA+/Watch Neg
2007-WM1            M-1            B              AA/Watch Neg
2007-ASAP1          A-1            A              AAA/Watch Neg
2007-ASAP1          A-2D           A              AAA/Watch Neg
2007-ASAP1          M-1            BB             AA+/Watch Neg
2007-ASAP1          M-2            B+             AA+/Watch Neg
2007-ASAP1          M-3            B              AA/Watch Neg
2007-ASAP1          M-4            B-             AA-/Watch Neg
2007-HE3            A-1            B              AA+/Watch Neg
2007-HE3            A-2B           B              AA+/Watch Neg
2007-HE3            A-2C           B              AA+/Watch Neg
2007-HE3            A-2D           B              AA+/Watch Neg

     Asset Backed Securities Corporation Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
RFC  2007-HE1        M2             A              AA/Watch Neg
RFC  2007-HE1        M3             BB             AA/Watch Neg
  
          Bear Stearns Asset Backed Securities I Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-FS1            M-1            A              AA+/Watch Neg
2007-FS1            M-2            BB             AA/Watch Neg
2007-FS1            M-3            B              AA-/Watch Neg
2007-HE3            M-1            BBB            AA+/Watch Neg
2007-HE3            M-2            B              AA/Watch Neg

                   BNC Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A-1            A              AAA/Watch Neg
2007-1              A5             A              AAA/Watch Neg
2007-1              M1             BB             AA+/Watch Neg
2007-1              M2             B              AA/Watch Neg

             C-Bass Mortgage Loan Trust 2007-CB2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-CB2            M-3            A              AA/Watch Neg
2007-CB2            M-4            BBB            AA/Watch Neg
2007-CB2            M-5            BB             AA-/Watch Neg

                   C-BASS Trust 2007-CB4

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-CB4            M-4            A              AA-/Watch Neg

             Citigroup Mortgage Loan Trust 2007-AHL1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-AHL1           M-1            BBB            AA+/Watch Neg
2007-AHL1           M-2            B              AA/Watch Neg
2007-AHL1           M-3            CCC            B/Watch Neg

             Citigroup Mortgage Loan Trust 2007-AMC1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-AMC1           M-1            BBB            AA+/Watch Neg
2007-AMC1           M-2            B              AA/Watch Neg
2007-AMC1           M-3            B              AA-/Watch Neg

             Citigroup Mortgage Loan Trust 2007-AMC2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-AMC2           A-1            BB             AAA/Watch Neg
2007-AMC2           A-2            BB             AAA/Watch Neg
2007-AMC2           A-3B           BBB            AAA/Watch Neg
2007-AMC2           A-3C           BB             AAA/Watch Neg
2007-AMC2           M-1            B              AA-/Watch Neg

           CWABS Asset-Backed Certificates Trust 2007-1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              M-3            A              AA/Watch Neg

           First Franklin Mortgage Loan Trust 2007-FF1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-FF1            A-1            A              AAA/Watch Neg
2007-FF1            A-2C           AA             AAA/Watch Neg
2007-FF1            A-2D           A              AAA/Watch Neg
2007-FF1            M-1            BB             AA+/Watch Neg
2007-FF1            M-2            B              AA/Watch Neg
2007-FF1            M-3            B              AA-/Watch Neg

                       GSAMP Trust 2007-FM1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-FM1            M-1            A              AA+/Watch Neg
2007-FM1            M-2            BB             AA-/Watch Neg

         Home Equity Mortgage Loan Asset Backed Trust 2007-B

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-B              1A-1           A              AAA/Watch Neg
2007-B              1A-2           A              AAA/Watch Neg
2007-B              2A-4           A              AAA/Watch Neg
2007-B              M-1            B              AA+/Watch Neg
2007-B              M-2            CCC            AA/Watch Neg

           Home Equity Mortgage Loan Asset-Backed Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
INABS  2007-A        1A             A              AAA/Watch Neg
INABS  2007-A        2A-4a          A              AAA/Watch Neg
INABS  2007-A        2A-4b          A              AAA/Watch Neg
INABS  2007-A        M-1            B              AA+/Watch Neg
INABS  2007-A        M-2            CCC            AA/Watch Neg
INABS  2007-A        M-3            CCC            B/Watch Neg

           HSI Asset Securitization Corporation Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-OPT1           M-1            BBB            AA+/Watch Neg
2007-OPT1           M-2            B              AA/Watch Neg
2007-OPT1           M-3            CCC            B/Watch Neg

               IXIS Real Estate Capital Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            A3             A              AAA/Watch Neg
2007-HE1            A4             BB             AA+/Watch Neg
2007-HE1            M1             B              AA/Watch Neg

           JPMorgan Mortgage Acquisition Trust 2007-CH4

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-CH4            M-1            A              AA+/Watch Neg
2007-CH4            M-2            BB             AA/Watch Neg

              MASTR Asset Backed Securities Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-WMC1           A-1            BB             AAA/Watch Neg
2007-WMC1           A-3            A              AAA/Watch Neg
2007-WMC1           A-4            BB             AAA/Watch Neg
2007-WMC1           A-5            BB             AA+/Watch Neg
2007-WMC1           M-1            CCC            B/Watch Neg

          Merrill Lynch First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A-1            BB             AAA/Watch Neg
2007-1              A-2C           BB             AAA/Watch Neg
2007-1              A-2D           BB             AAA/Watch Neg
2007-1              M-1            B              AA+/Watch Neg
2007-1              M-2            CCC            AA-/Watch Neg
  
              Merrill Lynch Mortgage Investors Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            A-2D           AA             AAA/Watch Neg
2007-HE1            M-1            BB             AA+/Watch Neg
2007-HE2            A-1            A              AAA/Watch Neg
2007-HE2            A-2C           AA             AAA/Watch Neg
2007-HE2            A-2D           A              AAA/Watch Neg
2007-HE2            M-1            BB             AA+/Watch Neg
2007-HE2            M-2            B              AA/Watch Neg
2007-HE3            M-1            BBB            AA+/Watch Neg
2007-HE3            M-2            B              AA/Watch Neg
2007-HE3            M-3            B              AA-/Watch Neg

              Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-NC1            M-1            BBB            AA/Watch Neg
2007-HE1            M-1            A              AA+/Watch Neg
2007-HE1            M-2            B              AA/Watch Neg
2007-HE1            M-3            CCC            B/Watch Neg
2007-HE3            A-1            AA             AAA/Watch Neg
2007-HE3            A-2d           AA             AAA/Watch Neg
2007-HE3            M-1            BB             AA+/Watch Neg
2007-HE3            M-2            B              AA/Watch Neg
2007-HE2            A-1            AA             AAA/Watch Neg
2007-HE2            A-2d           AA             AAA/Watch Neg
2007-HE2            M-1            BB             AA+/Watch Neg
2007-HE2            M-2            B              AA-/Watch Neg
2007-NC4            A-1            BB             AA/Watch Neg
2007-NC4            A-2b           A              AA/Watch Neg
2007-NC4            A-2c           BB             AA/Watch Neg
2007-NC4            A-2d           BB             AA/Watch Neg

             Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE4            A-1            A              AAA/Watch Neg
2007-HE4            A-2d           A              AAA/Watch Neg
2007-HE4            M-1            BB             AA/Watch Neg
2007-HE4            M-2            B              BB/Watch Neg
2007-HE4            M-3            CCC            B/Watch Neg
2007-NC3            M-2            BBB            AA/Watch Neg
2007-NC3            M-3            B              AA/Watch Neg

              Morgan Stanley Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A-4            AA             AAA/Watch Neg
2007-1              M-1            BB             AA+/Watch Neg
2007-1              M-2            B              AA/Watch Neg

     Nomura Home Equity Loan Inc Home Equity Loan Trust 2007-2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-2              M-1            A              AA+/Watch Neg
2007-2              M-2            BBB            AA+/Watch Neg
2007-2              M-3            BB             AA/Watch Neg
2007-2              M-4            B              AA-/Watch Neg

                Option One Mortgage Loan Trust 2007-1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              I-A-1          AA             AAA/Watch Neg
2007-1              I-A-2          AA             AAA/Watch Neg
2007-1              II-A-4         AA             AAA/Watch Neg
2007-1              M-1            B+             AA+/Watch Neg
2007-1              M-2            B              AA/Watch Neg
2007-1              M-3            CCC            B/Watch Neg

              Option One Mortgage Loan Trust 2007-2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-2              I-A-1          BB             AAA/Watch Neg
2007-2              II-A-1         BB             AAA/Watch Neg
2007-2              III-A-3        BB             AAA/Watch Neg
2007-2              M-1            B              AA+/Watch Neg
2007-2              M-2            CCC            BB/Watch Neg
2007-2              M-3            CCC            B/Watch Neg

              Option One Mortgage Loan Trust 2007-5

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-5              M-1            BBB            AA+/Watch Neg
2007-5              M-2            B              AA/Watch Neg

              Option One Mortgage Loan Trust 2007-6

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-6              I-A-1          A              AAA/Watch Neg
2007-6              II-A-4         A              AAA/Watch Neg
2007-6              M-1            BB             AA+/Watch Neg
2007-6              M-2            B              AA/Watch Neg

                            RASC Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-KS3            A-I-4          AA             AAA/Watch Neg
2007-KS3            A-II           AA             AAA/Watch Neg
2007-KS3            M-1S           B              AA+/Watch Neg
2007-KS3            M-2S           B-             AA/Watch Neg
2007-KS4            M-2S           A              AA/Watch Neg

                Saxon Asset Securities Trust 2007-1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              M-2            BB             AA/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2007-HE1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            A-1            A              AA+/Watch Neg
2007-HE1            A-2C           AA             AA+/Watch Neg
2007-HE1            A-2D           BBB            AA+/Watch Neg
2007-HE1            M-1            B              AA-/Watch Neg

     Securitized Asset Backed Receivables LLC Trust 2007-NC1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-NC1            M-1            A              AA+/Watch Neg
2007-NC1            M-2            B              AA/Watch Neg

     Securitized Asset Backed Receivables LLC Trust 2007-NC2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-NC2            M-2            BB             AA/Watch Neg

     Securitized Asset Backed Receivables LLC Trust 2007-BR4

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-BR4            A-1            AA             AAA/Watch Neg

     Securitized Asset Backed Receivables LLC Trust 2007-BR3

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-BR3            A-1            AA             AAA/Watch Neg
2007-BR3            A-2B           AA             AAA/Watch Neg
2007-BR3            A-2C           AA             AAA/Watch Neg
2007-BR3            M-1            BB             AA+/Watch Neg
2007-BR3            M-2            B+             AA+/Watch Neg
2007-BR3            M-3            B              AA/Watch Neg
2007-BR3            M-4            B-             AA/Watch Neg

       Securitized Asset Backed Receivables LLC Trust 2007-BR4

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-BR4            A-2B           AA             AAA/Watch Neg
2007-BR4            A-2C           AA             AAA/Watch Neg
2007-BR4            M-1            BB             AA+/Watch Neg
2007-BR4            M-2            B              AA/Watch Neg
2007-BR4            M-3            B-             AA-/Watch Neg
2007-BR4            M-4            CCC            BB/Watch Neg

                     Soundview Home Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-WMC1           I-A-1          BB             AAA/Watch Neg
2007-WMC1           II-A-1         BB             AA-/Watch Neg
2007-WMC1           III-A-3        BB             AA-/Watch Neg
2007-WMC1           III-A-4        BB             AA-/Watch Neg
2007-WMC1           M-1            CCC            B/Watch Neg

   Specialty Underwriting and Residential Finance Trust 2007-AB1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-AB1            M-1            AA             AA+/Watch Neg
2007-AB1            M-2            A              AA+/Watch Neg
2007-AB1            M-3            BBB            AA/Watch Neg
2007-AB1            M-4            BB             AA-/Watch Neg

    Structured Asset Securities Corporation Mortgage Loan Trust
                             2007-BC1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-BC1            M1             A              AA+/Watch Neg
2007-BC1            M2             BB             AA/Watch Neg

    Structured Asset Securities Corporation Mortgage Loan Trust
                              2007-MLN1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-MLN1           A1             A              AAA/Watch Neg
2007-MLN1           A5             A              AAA/Watch Neg
2007-MLN1           M1             B              AA+/Watch Neg

         WaMu Asset-Backed Certificates WaMu Trust 2007-HE1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            I-A            BBB            AAA/Watch Neg
2007-HE1            II-A3          A              AAA/Watch Neg
2007-HE1            II-A4          BBB            AAA/Watch Neg
2007-HE1            M-1            BB             AA+/Watch Neg
2007-HE1            M-2            B              AA/Watch Neg
2007-HE4            M-1            AA             AA+/Watch Neg
2007-HE4            M-2            BBB            AA/Watch Neg
  
      Washington Mutual Asset Backed Certificates  WMABS Trust
                            2007-HE2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE2            I-A            A              AAA/Watch Neg
2007-HE2            II-A-2         A              AAA/Watch Neg
2007-HE2            II-A-3         BBB            AAA/Watch Neg
2007-HE2            M-1            BB             AA+/Watch Neg
2007-HE2            M-2            B              AA/Watch Neg

   Washington Mutual Asset-Backed Certificates  WMABS Trust  WMABS     
                             2007-HE1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
WMABS  2007-HE1      I-A            AA             AAA/Watch Neg
WMABS  2007-HE1      II-A-2         AA             AAA/Watch Neg
WMABS  2007-HE1      II-A-3         AA             AAA/Watch Neg
WMABS  2007-HE1      M-1            B              AA/Watch Neg
WMABS  2007-HE1      M-2            B-             AA-/Watch Neg

       Ratings Affirmed and Removed From CreditWatch Negative

             ACE Securities Corp Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE2            A-1            AAA            AAA/Watch Neg
2007-HE2            A-2A           AAA            AAA/Watch Neg
2007-HE2            A-2B           AAA            AAA/Watch Neg
2007-HE2            A-2C           AAA            AAA/Watch Neg
2007-HE2            A-2D           AAA            AAA/Watch Neg

           ACE Securities Corp. Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-WM1            A-2A           AAA            AAA/Watch Neg
2007-WM1            A-2B           AAA            AAA/Watch Neg
2007-WM1            A-2C           AAA            AAA/Watch Neg
2007-ASAP1          A-2A           AAA            AAA/Watch Neg
2007-ASAP1          A-2B           AAA            AAA/Watch Neg
2007-ASAP1          A-2C           AAA            AAA/Watch Neg
2007-HE3            A-2A           AA+            AA+/Watch Neg

  Asset Backed Securities Corporation Home Equity Loan Trust RFC  
                             2007-HE1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
RFC  2007-HE1        A1A            AAA            AAA/Watch Neg
RFC  2007-HE1        A1B            AAA            AAA/Watch Neg
RFC  2007-HE1        A2             AAA            AAA/Watch Neg
RFC  2007-HE1        A3             AAA            AAA/Watch Neg
RFC  2007-HE1        A4             AAA            AAA/Watch Neg
RFC  2007-HE1        A5             AAA            AAA/Watch Neg
RFC  2007-HE1        M1             AA+            AA+/Watch Neg
RFC  2007-HE1        M4             B              B/Watch Neg

          Bear Stearns Asset Backed Securities I Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-FS1            I-A-1          AAA            AAA/Watch Neg
2007-FS1            I-A-2          AAA            AAA/Watch Neg
2007-FS1            I-A-3          AAA            AAA/Watch Neg
2007-FS1            I-A-4          AAA            AAA/Watch Neg
2007-FS1            II-A           AAA            AAA/Watch Neg
2007-HE3            I-A-1          AAA            AAA/Watch Neg
2007-HE3            I-A-2          AAA            AAA/Watch Neg
2007-HE3            I-A-3          AAA            AAA/Watch Neg
2007-HE3            I-A-4          AAA            AAA/Watch Neg
2007-HE3            II-A           AAA            AAA/Watch Neg
2007-HE3            III-A          AAA            AAA/Watch Neg
2007-HE3            M-3            B              B/Watch Neg

                  BNC Mortgage Loan Trust 2007-1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A2             AAA            AAA/Watch Neg
2007-1              A3             AAA            AAA/Watch Neg
2007-1              A4             AAA            AAA/Watch Neg
2007-1              M3             B              B/Watch Neg

                    C-Bass Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-CB2            A-1            AAA            AAA/Watch Neg
2007-CB2            A2-A           AAA            AAA/Watch Neg
2007-CB2            A2-B           AAA            AAA/Watch Neg
2007-CB2            A2-C           AAA            AAA/Watch Neg
2007-CB2            A2-D           AAA            AAA/Watch Neg
2007-CB2            A2-E           AAA            AAA/Watch Neg
2007-CB2            M-1            AA+            AA+/Watch Neg
2007-CB2            M-2            AA+            AA+/Watch Neg
2007-CB3            M-1            AA+            AA+/Watch Neg
2007-CB3            M-2            AA             AA/Watch Neg
2007-CB3            M-3            AA-            AA-/Watch Neg

                           C-BASS Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-CB4            A-1A           AAA            AAA/Watch Neg
2007-CB4            A-1B           AAA            AAA/Watch Neg
2007-CB4            A-1C           AAA            AAA/Watch Neg
2007-CB4            A-2A           AAA            AAA/Watch Neg
2007-CB4            A-2B           AAA            AAA/Watch Neg
2007-CB4            A-2C           AAA            AAA/Watch Neg
2007-CB4            A-2D           AAA            AAA/Watch Neg
2007-CB4            M-1            AA+            AA+/Watch Neg
2007-CB4            M-2            AA             AA/Watch Neg
2007-CB4            M-3            AA             AA/Watch Neg

                   Citigroup Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-AHL1           A-1            AAA            AAA/Watch Neg
2007-AHL1           A-2A           AAA            AAA/Watch Neg
2007-AHL1           A-2B           AAA            AAA/Watch Neg
2007-AHL1           A-2C           AAA            AAA/Watch Neg
2007-AMC1           A-1            AAA            AAA/Watch Neg
2007-AMC1           A-2A           AAA            AAA/Watch Neg
2007-AMC1           A-2B           AAA            AAA/Watch Neg
2007-AMC1           A-2C           AAA            AAA/Watch Neg
2007-AMC2           A-3A           AAA            AAA/Watch Neg
2007-AHL2           M-1            AA+            AA+/Watch Neg
2007-AHL2           M-2            AA             AA/Watch Neg

            CWABS Asset Backed Certificates Trust 2007-9

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-9              M-2            AA             AA/Watch Neg

              CWABS Asset-Backed Certificates Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              1-A            AAA            AAA/Watch Neg
2007-1              2-A-1          AAA            AAA/Watch Neg
2007-1              2-A-2          AAA            AAA/Watch Neg
2007-1              2-A-3          AAA            AAA/Watch Neg
2007-1              2-A-4          AAA            AAA/Watch Neg
2007-1              A-R            AAA            AAA/Watch Neg
2007-1              M-1            AA+            AA+/Watch Neg
2007-1              M-2            AA+            AA+/Watch Neg

                 First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-FF1            A-2A           AAA            AAA/Watch Neg
2007-FF1            A-2B           AAA            AAA/Watch Neg

                           GSAMP Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-FM1            A-1            AAA            AAA/Watch Neg
2007-FM1            A-2A           AAA            AAA/Watch Neg
2007-FM1            A-2B           AAA            AAA/Watch Neg
2007-FM1            A-2C           AAA            AAA/Watch Neg
2007-FM1            A-2D           AAA            AAA/Watch Neg
2007-FM1            R              AAA            AAA/Watch Neg
2007-FM1            R-C            AAA            AAA/Watch Neg
2007-FM1            R-X            AAA            AAA/Watch Neg
2007-FM1            M-3            B              B/Watch Neg

         Home Equity Mortgage Loan Asset Backed Trust 2007-B

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-B              2A-1           AAA            AAA/Watch Neg
2007-B              2A-2           AAA            AAA/Watch Neg
2007-B              2A-3           AAA            AAA/Watch Neg

            Home Equity Mortgage Loan Asset-Backed Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
INABS  2007-A        2A-1           AAA            AAA/Watch Neg
INABS  2007-A        2A-2           AAA            AAA/Watch Neg
INABS  2007-A        2A-3           AAA            AAA/Watch Neg

             HSI Asset Securitization Corporation Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-OPT1           I-A            AAA            AAA/Watch Neg
2007-OPT1           II-A-1         AAA            AAA/Watch Neg
2007-OPT1           II-A-2         AAA            AAA/Watch Neg
2007-OPT1           II-A-3         AAA            AAA/Watch Neg
2007-OPT1           II-A-4         AAA            AAA/Watch Neg

             IXIS Real Estate Capital Trust 2007-HE1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            A1             AAA            AAA/Watch Neg
2007-HE1            A2             AAA            AAA/Watch Neg

                JPMorgan Mortgage Acquisition Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-CH4            A-1            AAA            AAA/Watch Neg
2007-CH4            A-2            AAA            AAA/Watch Neg
2007-CH4            A-3            AAA            AAA/Watch Neg
2007-CH4            A-4            AAA            AAA/Watch Neg
2007-CH4            A-5            AAA            AAA/Watch Neg

            MASTR Asset Backed Securities Trust 2007-WMC1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-WMC1           A-2            AAA            AAA/Watch Neg

          Merrill Lynch First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A-2A           AAA            AAA/Watch Neg
2007-1              A-2B           AAA            AAA/Watch Neg

              Merrill Lynch Mortgage Investors Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            A-1            AAA            AAA/Watch Neg
2007-HE1            A-2A           AAA            AAA/Watch Neg
2007-HE1            A-2B           AAA            AAA/Watch Neg
2007-HE1            A-2C           AAA            AAA/Watch Neg
2007-HE1            M-2            B              B/Watch Neg
2007-HE2            A-2A           AAA            AAA/Watch Neg
2007-HE2            A-2B           AAA            AAA/Watch Neg

          Merrill Lynch Mortgage Investors Trust 2007-HE3

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE3            A-1            AAA            AAA/Watch Neg
2007-HE3            A-2            AAA            AAA/Watch Neg
2007-HE3            A-3            AAA            AAA/Watch Neg
2007-HE3            A-4            AAA            AAA/Watch Neg

               Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-NC1            A-1            AAA            AAA/Watch Neg
2007-NC1            A-2a           AAA            AAA/Watch Neg
2007-NC1            A-2b           AAA            AAA/Watch Neg
2007-NC1            A-2c           AAA            AAA/Watch Neg
2007-NC1            A-2d           AAA            AAA/Watch Neg
2007-HE1            A-1            AAA            AAA/Watch Neg
2007-HE1            A-2fpt         AAA            AAA/Watch Neg
2007-HE1            A-2a           AAA            AAA/Watch Neg
2007-HE1            A-2b           AAA            AAA/Watch Neg
2007-HE1            A-2c           AAA            AAA/Watch Neg
2007-HE1            A-2d           AAA            AAA/Watch Neg
2007-HE3            A-2a           AAA            AAA/Watch Neg
2007-HE3            A-2b           AAA            AAA/Watch Neg
2007-HE3            A-2c           AAA            AAA/Watch Neg
2007-HE2            A-2a           AAA            AAA/Watch Neg
2007-HE2            A-2b           AAA            AAA/Watch Neg
2007-HE2            A-2c           AAA            AAA/Watch Neg
2007-NC4            A-2a           AA             AA/Watch Neg

              Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE4            A-2a           AAA            AAA/Watch Neg
2007-HE4            A-2b           AAA            AAA/Watch Neg
2007-HE4            A-2c           AAA            AAA/Watch Neg
2007-NC3            A-1            AAA            AAA/Watch Neg
2007-NC3            A-2a           AAA            AAA/Watch Neg
2007-NC3            A-2b           AAA            AAA/Watch Neg
2007-NC3            A-2c           AAA            AAA/Watch Neg
2007-NC3            A-2d           AAA            AAA/Watch Neg
2007-NC3            M-1            AA+            AA+/Watch Neg

                Morgan Stanley Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A-1            AAA            AAA/Watch Neg
2007-1              A-2            AAA            AAA/Watch Neg
2007-1              A-3            AAA            AAA/Watch Neg

              Nationstar Home Equity Loan Trust 2007-C

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-C              M-1            AA+            AA+/Watch Neg
2007-C              M-2            AA             AA/Watch Neg

         Nomura Home Equity Loan Inc Home Equity Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-2              I-A-1          AAA            AAA/Watch Neg
2007-2              II-A-1         AAA            AAA/Watch Neg
2007-2              II-A-2         AAA            AAA/Watch Neg
2007-2              II-A-3         AAA            AAA/Watch Neg
2007-2              II-A-4         AAA            AAA/Watch Neg

              NovaStar Mortgage Funding Trust 2007-2

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-2              M-1            AA+            AA+/Watch Neg
2007-2              M-2            AA             AA/Watch Neg

                  Option One Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              II-A-1         AAA            AAA/Watch Neg
2007-1              II-A-2         AAA            AAA/Watch Neg
2007-1              II-A-3         AAA            AAA/Watch Neg
2007-2              III-A-1        AAA            AAA/Watch Neg
2007-2              III-A-2        AAA            AAA/Watch Neg

               Option One Mortgage Loan Trust 2007-5

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-5              I-A-1          AAA            AAA/Watch Neg
2007-5              II-A-1         AAA            AAA/Watch Neg
2007-5              II-A-2         AAA            AAA/Watch Neg
2007-5              II-A-3         AAA            AAA/Watch Neg
2007-5              II-A-4         AAA            AAA/Watch Neg

               Option One Mortgage Loan Trust 2007-6

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-6              II-A-1         AAA            AAA/Watch Neg
2007-6              II-A-2         AAA            AAA/Watch Neg
2007-6              II-A-3         AAA            AAA/Watch Neg

                           RASC Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-KS3            A-I-1          AAA            AAA/Watch Neg
2007-KS3            A-I-2          AAA            AAA/Watch Neg
2007-KS3            A-I-3          AAA            AAA/Watch Neg
2007-KS4            A-1            AAA            AAA/Watch Neg
2007-KS4            A-2            AAA            AAA/Watch Neg
2007-KS4            A-3            AAA            AAA/Watch Neg
2007-KS4            A-4            AAA            AAA/Watch Neg
2007-KS4            M-1S           AA+            AA+/Watch Neg

                   Saxon Asset Securities Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              A-1            AAA            AAA/Watch Neg
2007-1              A-2a           AAA            AAA/Watch Neg
2007-1              A-2b           AAA            AAA/Watch Neg
2007-1              A-2c           AAA            AAA/Watch Neg
2007-1              A-2d           AAA            AAA/Watch Neg
2007-1              M-1            AA+            AA+/Watch Neg
2007-1              M-3            B              B/Watch Neg

           Securitized Asset Backed Receivables LLC Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            A-2A           AA+            AA+/Watch Neg
2007-HE1            A-2B           AA+            AA+/Watch Neg
2007-NC1            A-1            AAA            AAA/Watch Neg
2007-NC1            A-2A           AAA            AAA/Watch Neg
2007-NC1            A-2B           AAA            AAA/Watch Neg
2007-NC1            A-2C           AAA            AAA/Watch Neg
2007-NC2            A-1            AAA            AAA/Watch Neg
2007-NC2            A-2A           AAA            AAA/Watch Neg
2007-NC2            A-2B           AAA            AAA/Watch Neg
2007-NC2            A-2C           AAA            AAA/Watch Neg
2007-NC2            M-1            AA+            AA+/Watch Neg
2007-BR4            A-2A           AAA            AAA/Watch Neg
2007-BR3            A-2A           AAA            AAA/Watch Neg

                     Soundview Home Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-1              I-A-1          AAA            AAA/Watch Neg
2007-1              II-A-1         AAA            AAA/Watch Neg
2007-1              II-A-2         AAA            AAA/Watch Neg
2007-1              II-A-3         AAA            AAA/Watch Neg
2007-1              II-A-4         AAA            AAA/Watch Neg
2007-1              M-1            AA+            AA+/Watch Neg
2007-1              M-2            AA             AA/Watch Neg
2007-1              M-3            AA-            AA-/Watch Neg
2007-WMC1           III-A-1        AA-            AA-/Watch Neg
2007-WMC1           III-A-2        AA-            AA-/Watch Neg

   Specialty Underwriting and Residential Finance Trust 2007-BC1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-BC1            M-1            AA+            AA+/Watch Neg
2007-BC1            M-2            AA-            AA-/Watch Neg

   Specialty Underwriting and Residential Finance Trust 2007-AB1

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-AB1            A-1            AAA            AAA/Watch Neg
2007-AB1            A-2A           AAA            AAA/Watch Neg
2007-AB1            A-2B           AAA            AAA/Watch Neg
2007-AB1            A-2C           AAA            AAA/Watch Neg
2007-AB1            A-2D           AAA            AAA/Watch Neg

    Structured Asset Securities Corporation Mortgage Loan Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-BC1            A1             AAA            AAA/Watch Neg
2007-BC1            A2             AAA            AAA/Watch Neg
2007-BC1            A3             AAA            AAA/Watch Neg
2007-BC1            A4             AAA            AAA/Watch Neg
2007-BC1            A5             AAA            AAA/Watch Neg
2007-BC1            A6             AAA            AAA/Watch Neg
2007-BC1            M3             B              B/Watch Neg
2007-MLN1           A2             AAA            AAA/Watch Neg
2007-MLN1           A3             AAA            AAA/Watch Neg
2007-MLN1           A4             AAA            AAA/Watch Neg

            WaMu Asset-Backed Certificates WaMu Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE1            II-A1          AAA            AAA/Watch Neg
2007-HE1            II-A2          AAA            AAA/Watch Neg

        WaMu Asset-Backed Certificates WaMu Trust 2007-HE4

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE4            I-A            AAA            AAA/Watch Neg
2007-HE4            II-A1          AAA            AAA/Watch Neg
2007-HE4            II-A2          AAA            AAA/Watch Neg
2007-HE4            II-A3          AAA            AAA/Watch Neg
2007-HE4            II-A4          AAA            AAA/Watch Neg

      Washington Mutual Asset Backed Certificates WMABS Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --             ----
2007-HE2            II-A-1         AAA            AAA/Watch Neg

      Washington Mutual Asset-Backed Certificates WMABS Trust

                                         Rating
                                         ------
Transaction         Class          To             From
-----------         -----          --          &