TCR_Public/080526.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 26, 2008, Vol. 12, No. 124

                             Headlines

ACE SECURITIES: S&P Lowers Ratings on 59 Certificate Classes
AIRTRAN HOLDINGS: JPMorgan Analyst Expects Airline Bankruptcies
AMERICAN APPAREL: LaSalle Bank Waives Covenant Violation in Deal
AMERICAN APPAREL: Appoints William T. Gochnauer as Interim CFO
AMERICAN AXLE: UAW Members Ratify Tentative Labor Agreements

AMERICAN COLOR: Unveils Merger and Restructuring Plans with Vertis
AMERICAN HOME: Natixis Files Repurchase Agreement Breach Complaint
AMERICAN LAFRANCE: Court Confirms 3rd Amended Reorganization Plan
AMERICAN LAFRANCE: Amends List of Contracts to Assume
AMERICAN LAFRANCE: Wants More Time to Decide on Summerville Lease

AMERICAN LAFRANCE: To Pay $1,971,792 Due on Pneu-Mech's Claim
AIG INC: Moody's Cuts Senior Unsecured Debt Rating to Aa3
AMERICO LIFE: Moody's Reviewing Ba1 Sr. Debt Rating for Upgrade
ANGEL MARTINEZ: Case Summary & Largest Unsecured Creditor
ASPEN TECHNOLOGY: Defers Financials Filing Due to Acctg. Errors

BAG'N BAGGAGE: Files Schedules of Assets and Liabilities
BEAR STEARNS: Gets Breach of Contract Lawsuit from HQ Landowner
BIRCH MOUNTAIN: Posts C$6.2 Million Net Loss in 2008 First Quarter
BHM TECHNOLOGIES: Court Authorizes Use of Lenders' Cash Collateral
BHM TECHNOLOGIES: Negotiates Plan Term Sheet with AEP & Lenders

BLUE WATER: Bankruptcy Court Approves Disclosure Statement
BODISEN BIOTECH: Earns $1.8 Million in 2008 First Quarter
BONITA DONOVAN: Case Summary & 17 Largest Unsecured Creditors
BRIAN PETERSEN: Case Summary & 9 Largest Unsecured Creditors
BRIAN MEULEN: Case Summary & 9 Largest Unsecured Creditors

CORPORATE EXPRESS US: Moody's to Review B2 Sr. Subordinate Rating
CALFRAC WELL: S&P Affirms 'B+' Long-Term Corporate Credit Rating
CALPINE CORP: Kenneth Derr to Resign as Calpine's Board Member
CAMBIUM LEARNING: Fin'l Statements Delay Cues S&P's Ratings Cut
CEDAR FUNDING: Owner to Put Firm Under Chapter 11 Protection

CFM U.S.: Gets Final Court Approval to Use Lender's $8 Mil. Loan
CFM U.S.: U.S. Trustee Selects Seven-Member Creditors Committee
CHARYS HOLDING: Files Schedules of Assets and Liabilities
CHINA HUAREN: MS Group Expresses Going Concern Doubt
CLARIENT INC: Jim Agnello to Resign as Chief Financial Officer

COMMUNICATION INTELLIGENCE: GHP Horwath Raises Going Concern Doubt
DELTA FINANCIAL: Former Workers Sue for Unpaid Overtime, Damages
DELTA FINANCIAL: Former Employees Seek Claim Filing Extension
DELTA FINANCIAL: Court Okays Incentive Plan for Remaining Workers
DIAMOND CREEK: Case Summary & 11 Largest Unsecured Creditors

DIAMOND CREEK: Files for Ch. 11 After Lender Attempts Foreclosure
DIAMOND GLASS: Extends by Two Weeks All Bid & Auction Deadlines
EARTH BIOFUELS: March 31 Balance Sheet Upside-Down by $63 Million
EL PASO: Prices $600 Million Offering of 7.25% Senior Notes
EL PASO: Moody's Affirms Ba3 Ratings; Outlook Remains Positive

EL PASO: Fitch Rates Proposed $500MM Unsecured Sr. Notes BB+
EL PASO: S&P Puts 'BB-' Rating on $500MM Senior Unsecured Notes
ENCORE ACQUISITION: Moody's Changes Outlook to Developing
ENCORE ACQUISITION: Search for Biz Options Won't Affect S&P's Rtng
ENERGAS RESOURCES: Losses Cue Murrell Hall's Going Concern Doubt

ENVIRONMENTAL SERVICE: Stan Lee Expresses Going Concern Doubt
EPICEPT CORP: Names Robert Savage and John V. Talley to Board
FACT CORPORATION: Child Van Expresses Going Concern Doubt
FEDDERS CORP: Indoor Air-Quality Assets Sold to Tomkins for $25MM
FEDDERS CORP: Exclusive Plan Filing Period Moved to May 31

FLEETWOOD CAPITAL: S&P Rates Trust Preferred Securities "D"
FORD CREDIT: S&P Assigns 'BB+' Rating on $112.9MM Class D Notes
FORD CREDIT: Fitch Assigns 'BB' Rating on $112.9MM Class D Trusts
FORD MOTOR: Is Neutral on Trancinda's Tender Offer of $8.50/Share
FORD MOTOR: Heightened Industry Concerns Cue S&P's Outlook Change

FORGITRON LLC: Gets Green Light to Borrow $165,000 from KeyBank
FORGITRON LLC: Hires Buckley King as Bankruptcy Counsel
FORGITRON LLC: Hires Parkland Group as Financial Advisors
FORGITRON LLC: U.S. Trustee Appoints 5-Member Creditors' Panel
FRONTIER AIRLINES: Panel Taps Houlihan Lokey as Financial Advisor

FRONTIER AIRLINES: Section 341(a) Meeting Slated for June 13
GENERAL MOTORS: S&P Holds 'B' Credit Rating on Enough Liquidity
GLOBAL TOWER: Fitch Holds 'B' Rating on $73.45MM Class G Certs.
GOLDEN SPRINGS: Voluntary Chapter 11 Case Summary
GREENSHIFT CORP: March 31 Balance Sheet Upside-Down by $21.7MM

HAMILTON GARDENS: S&P Puts Default Ratings on Seven Cert. Classes
HARTFORD MEZZANINE: Fitch Affirms 'B' Rating on $38.75MM Loans
HSI ASSET: S&P Slashes Certificates Rating to 'D' from 'CC'
INTERSTATE BAKERIES: Wants to Reject Missouri, et al. Leases
IBIS TECHNOLOGY: Gets Nasdaq Notice for Late Filing of Financials

ISCO INTERNATIONAL: Secures $2.5MM Credit Facility from Lenders
JAMES RIVER: S&P Revises Outlook to Developing from Negative
JEVIC TRANSPO: Laid-Off Workers Sue, Alleges WARN Act Violations
KIK CUSTOM: S&P Slices LT Corporate Credit Rating to CCC+ from B-
KRISTINA STALCUP: Case Summary & 18 Largest Unsecured Creditors

LANDING DEVELOPMENT: U.S. Trustee Forms Five-Member Committee
LANDING DEVELOPMENT: Taps Sussman Shank as Bankruptcy Counsel
LEAR CORP: S&P Holds 'B+' Rating and Removes Negative Watch
LEVITT AND SONS: Receiver to Hold Home Sales for LAS Depositors
LEVITT AND SONS: Affiliates Want UFC Title to Turn Over Funds

LEVITT AND SONS: Shelby Wants to Sell 26-Acre Property for $13.7MM
LEVITT AND SONS: Hearing on Plan-Filing Extension Set June 5
LINENS N THINGS: Wants Genuity as Investment Banker
LINENS N THINGS: Wants to Employ Michael Gries as CEO & CRO
MACKLOWE PROPERTIES: Inks $3.9BB Sale Pact with Boston Properties

MAHMOUD SHABEHPOUT: Case Summary & 12 Largest Unsecured Creditors
MAGELLAN AEROSPACE: Lender Extends Payment Deadline to June 24
MAGNA ENTERTAINMENT: Amends & Extends Financing Arrangements
MANUFACTURED HOUSING: S&P Junks Rating on Class IA Certificates
MARCAL PAPER: Buyer Ordered to Pay $1.5 Million to U.S. Agencies

MASTR ASSET: S&P Puts Default Ratings on Four Certificate Classes
MERGE HEALTHCARE: Expects $20 Mil. Proceeds from Private Placement
MIDNIGHT PROPERTIES: Files List of Largest Unsecured Creditors
NANO SUPERLATTICE: Recurring Losses Cue VB&T's Going Concern Doubt
NEFF CORP: Weak Performance Prompts Moody's to Junk Ratings

NEXCEN BRANDS: Amends Bank Loan Facility; Sees Cash Deficiency
NEXCEN BRANDS: Gets Nasdaq Delisting Notice on 10Q Filing Delay
NEXCEN BRANDS: Denies Likely Business Collapse and Bankruptcy
NEXCEN BRANDS: Roy Jacobs Starts Probe on Likely SEC Violations
NORTEK INC: Completes $750MM Offering of 10% Senior Secured Notes

NORTEK INC: S&P Holds 'B-' Rating After Completed Refinancing
NRG ENERGY: Unsolicited Calpine Buyout Cues Fitch's Evolving Watch
NRG ENERGY: Calpine Buyout Offer Cues S&P's Negative CreditWatch
OAKLAND VIEW: Section 341(a) Meeting Scheduled for June 12
OAKLAND VIEW: Junior Creditors Ask Equal Relief with Cathay Bank

OPENWAVE SYSTEMS: Receives Delisting Notice from Nasdaq
PAPPAS TELECASTING: Wants Access to Lenders' Cash Collateral
PAPPAS TELECASTING: Wants to Use Chairman's $2 Million DIP Fund
PAPPAS TELECASTING: Can Hire Administar as Claims Agent
PARKER DRILLING: Moody's Upgrades Corporate Family Rating to B1

PDQ ACQUISITIONS: Case Summary & 12 Largest Unsecured Creditors
PIPER RESOURCES: Unable to File Fin. Report After CCAA Petition
PLASTECH ENGINEERED: Treasury Dept. Seeks to Set off Tax Debts
PLASTECH ENGINEERED: GM's Tooling Request Hearing Moved to June 2
PLASTECH ENGINEERED: Has Court Nod to Wind Down Canadian Unit

PRIMEDIA INC: Redeems $2.5 Million of 8% Senior Notes Due 2013
QUIGLEY COMPANY: Parent Company Asked to Produce Documents
QUIGLEY COMPANY: Allianz Demands Production of Documents
RAFAELLA APPAREL: Moody's Cuts CFR to B2; Outlook Still Negative
RAFAELLA APPAREL: S&P Places 'B' Credit Rating Under Neg. Watch

RH DONNELLEY: Holders Tender $550.5 Million in Old Notes
RIO VISTA: Posts $2.1 Million Net Loss in 2008 First Quarter
RIVERSIDE ENERGY: S&P Lifts Rating on $368.5MM Term Loan to BB-
ROCKY MOUNTAIN: S&P Lifts Rating on $264.9MM Secured Loan to BB-
SAINT MICHAEL MOTOR: Case Summary & 20 Largest Unsecured Creditors

SAKS INC: Moody's Upgrades Corporate Family Rating to B1
SALLY BEAUTY: March 31 Balance Sheet Upside-Down by $753.3 Million
SIX FLAGS: Fitch Junks Issuer Default Rating
SPECTRUM BRANDS: Salton Sale Cues Moody's to Review Junk Ratings
SPRINT NEXTEL: Poor Credit Metrics Cue Fitch to Affirm Ratings

SS&C TECHNOLOGIES: Board Elects Campbell Dyer as Director
SYMBION INC: S&P Affirms Ratings and Changes Outlook to Negative
TENNECO INC: S&P Holds 'BB-' Rating and Removes Negative Watch
TRIANT HOLDINGS: Has 120 Days to Comply with TSX Listing Standards
US EAGLES: Case Summary & Five Largest Unsecured Creditors

USG CORP: Asbestos PI Trust Files Annual Report Ending Dec. 2007
VERAZ NETWORKS: Gets Nasdaq Notice Regarding Delayed Financials
VALLEJO CITY: Files Chapter 9 Bankruptcy Petition in Sacramento
VALLEJO CITY: Case Summary & 18 Largest Unsecured Creditors
VERTIS INC: Unveils Merger and Restructuring Plans with ACG

VISTEON CORP: Launches Tender Offer of $344 Mil. of 8.25% Notes
VISTEON CORP: Moody's Affirms Debt & Corp. Family Ratings at B3
WCH INC: Delivers Schedules of Assets and Liabilities
WCH INC: Selects Doan Nguyen as Bankruptcy Counsel
WCH INC: Section 341(a) Meeting Continued June 11

WCH INC: Must Stop Using Cash Collateral, IRS Says
WELLCARE HEALTH: Realigns Workforce by Eliminating 208 Positions
WELLMAN INC: Hearing on Panel's Stay Request Deferred to June 17
WELLMAN INC: Lenders Defer Deadline for Bid Protocol Approval
WICKES FURNITURE: Wants to File Chapter 11 Plan Until September 1

WORNICK COMPANY: DDJ Management Unit Acquires All Assets
XM SATELLITE: In Talks with MLB on Amendment to $120MM Escrow Pact
ZIFF DAVIS: Files 2nd Amended Disclosure Statement & Plan
ZIFF DAVIS: Judge Issues Written Approval of Disclosure Statement

ZIFF DAVIS: Committee Can Hire BMC as Communications Agent
ZIFF DAVIS: Allowed to Pay FileFront $1,500,000 as APA Cure
ZIFF DAVIS: Noteholders Object to Perella as Panel's Fin. Advisor

* S&P Downgrades Ratings on 93 Classes from 59 US NIM Securities
* S&P Lowers Ratings on 95 Classes from 78 US RMBS Transactions
* S&P Says Doubt in Pension Benefits Spurs Seniors to Seek Options
* 28 Defaults Affect $18.9 Billion Debt Through May, S&P Says
* S&P Chips Ratings on 125 Classes of US RMBS from 27 Transactions

* S&P Says Profitability Among US Banks Remained Generally Weak
* S&P Places Ratings on Nine US Airlines Under Negative Watch

* BOND PRICING: For the Week of May 19 - May 23, 2008

                             *********

ACE SECURITIES: S&P Lowers Ratings on 59 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 59
classes of mortgage pass-through certificates issued by nine Ace
Securities Corp. Home Equity Loan Trust, Specialty Underwriting
and Residential Finance Trust, FBR Securitization Trust, and
GE-WMC Asset-Backed Pass-Through Certificates transactions.  All
of the affected deals were issued in 2005.  Concurrently, S&P
placed its ratings on 24 classes on CreditWatch with negative
implications and affirmed its ratings on all remaining classes
from 10 deals.  
     
The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the April 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, ranged from 1.17%
(Specialty Underwriting and Residential Finance Trust Series
2005-AB2) to 4.77% (GE-WMC Asset-Backed Pass-Through Certificates
Series 2005-2).  
     
The dollar amount of loans in the transactions' delinquency
pipelines strongly suggests that monthly losses will continue to
exceed excess interest, thereby further compromising credit
support. Severe delinquencies for the downgraded transactions, as
a percentage of the current pool balances, ranged from 4.20% (Ace
Securities Corp Home Equity Loan Trust Series 2005-SN1) to 45.49%
(Ace Securities Corp. Home Equity Loan Trust Series 2005-HE5).  
These deals are seasoned between 28 months (FBR Securitization
Trust 2005-4 and GE-WMC Asset-Backed Pass-Through Certificates
Series 2005-2) and 37 months (Ace Securities Corp Home Equity Loan
Trust Series 2005-SN1).
     
S&P placed its ratings on 24 classes from six transactions on
CreditWatch negative.  While each of the certificate classes
placed on CreditWatch negative may lack what S&P believe to be a
sufficient amount of credit enhancement in excess of projected
losses, subsequent rating actions will not occur until additional
analysis is completed.  S&P expect to further evaluate the date of
projected defaults versus the date of payment in full, and the
relationships between projected credit support and projected
losses throughout the remaining life of each certificate.
     
S&P affirmed its ratings on the remaining classes from these nine
series based on loss coverage percentages that are sufficient to
maintain the current ratings despite the negative trends in the
underlying collateral for many of the deals.  
     
Subordination, overcollateralization, and excess spread provide
credit support for four of the affected deals.  Subordination and
excess spread provide credit support for the six other deals, for
which overcollateralization has been completely eroded.  The
collateral for these transactions consists primarily of subprime,
adjustable- and fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties.

                         Ratings Lowered

             Ace Securities Corp Home Equity Loan Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-HE3            M-6        B              BB-
        2005-HE3            M-7        CCC            B-
        2005-HE3            B-1        CC             CCC
        2005-HE5            M-5        B              BBB+
        2005-HE5            M-6        B-             BB
        2005-HE5            M-7        CCC            BB-
        2005-HE5            M-8        CCC            B+
        2005-HE5            M-9        CCC            B
        2005-HE5            M-10       CCC            B-
        2005-HE5            B-1        CC             CCC
        2005-HE5            B-2        CC             CCC
        2005-HE6            M-5        B              BBB-
        2005-HE6            M-6        CCC            BB
        2005-HE6            M-7        CCC            BB
        2005-HE6            M-8        CCC            B
        2005-HE6            M-9        CCC            B-
        2005-HE6            M-11       CC             CCC
        2005-HE6            B-1        CC             CCC

                     FBR Securitization Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-2              M-4        B              A+
        2005-2              M-5        CCC            A
        2005-2              M-6        CCC            BBB
        2005-2              M-7        CCC            BB
        2005-2              M-8        CC             B
        2005-2              M-9        CC             B
        2005-2              M-10       D              CCC
        2005-3              M-3        CCC            BB
        2005-3              M-4        CCC            BB-
        2005-3              M-5        CCC            B+
        2005-3              M-6        CCC            B
        2005-3              M-7        CCC            B-
        2005-3              M-8        CC             CCC
        2005-3              M-9        CC             CCC
        2005-3              M-10       CC             CCC
        2005-4              M-4        CCC            BB
        2005-4              M-5        CCC            BB
        2005-4              M-6        CCC            B+
        2005-4              M-7        CCC            B
        2005-4              M-8        CC             B-
        2005-4              M-9        CC             CCC
        2005-4              M-10       CC             CCC
        2005-4              M-11       CC             CCC
        2005-4              M-12       D              CCC

          GE-WMC Asset-Backed Pass-Through Certificates

                                             Rating
                                             ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2005-2.             M-5        B              A+
         2005-2              M-6        B-             A+
         2005-2              B-1        CCC            A
         2005-2              B-2        CCC            A-
         2005-2              B-3        CCC            BBB+
         2005-2              B-4        CC             BB+
         2005-2              B-5        CC             B
         2005-1              M-6        CCC            A+
         2005-1              B-1        CCC            A
         2005-1              B-2        CCC            A-
         2005-1              B-3        CCC            BBB+
         2005-1              B-4        CC             BBB
         2005-1              B-5        CC             BBB-

       Specialty Underwriting and Residential Finance Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-AB2            M-5        BBB            A
        2005-AB2            M-6        BB             BBB
        2005-AB2            B-1        B              BB
        2005-AB2            B-2        CCC            B

              Ratings Placed on Creditwatch Negative

            Ace Securities Corp. Home Equity Loan Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-HE5            M-2        AA/Watch Neg   AA
        2005-HE5            M-3        AA/Watch Neg   AA
        2005-HE5            M-4        AA-/Watch Neg  AA-

                     FBR Securitization Trust

                                             Rating
                                             ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2005-2              M-1        AA+/Watch Neg  AA+
         2005-2              M-2        AA/Watch Neg   AA
         2005-2              M-3        AA-/Watch Neg  AA-
         2005-3              AV1        AAA/Watch Neg  AAA
         2005-3              AV2-3      AAA/Watch Neg  AAA
         2005-3              AV2-4      AAA/Watch Neg  AAA
         2005-3              M-1        AA-/Watch Neg  AA-
         2005-3              M-2        BBB+/Watch Neg BBB+
         2005-4              AV1        AAA/Watch Neg  AAA
         2005-4              AV2-2      AAA/Watch Neg  AAA
         2005-4              AV2-3      AAA/Watch Neg  AAA
         2005-4              AV2-4      AAA/Watch Neg  AAA
         2005-4              M-1        AA+/Watch Neg  AA+
         2005-4              M-2        A+/Watch Neg   A+
         2005-4              M-3        BBB+/Watch Neg BBB+

          GE-WMC Asset-Backed Pass-Through Certificates

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-2              M-2        AA/Watch Neg   AA
        2005-2              M-3        AA/Watch Neg   AA
        2005-2              M-4        AA/Watch Neg   AA
        2005-1              M-3        AA/Watch Neg   AA
        2005-1              M-4        AA/Watch Neg   AA
        2005-1              M-5        AA-/Watch Neg  AA-

                        Ratings Affirmed

             Ace Securities Corp Home Equity Loan Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2005-HE3            A-1A       AAA
               2005-HE3            A-1B       AAA
               2005-HE3            A-2C       AAA
               2005-HE3            M-1        AA+
               2005-HE3            M-2        AA
               2005-HE3            M-3        A
               2005-HE3            M-4        BBB
               2005-HE3            M-5        BBB-
               2005-HE3            M-8        CCC
               2005-HE3            M-9        CCC
               2005-SN1            A-1        AAA
               2005-SN1            A-2        AAA
               2005-SN1            M-1        AA+
               2005-SN1            M-2        A+
               2005-SN1            M-3        A-
               2005-SN1            M-4        BBB+
               2005-HE5            A-1        AAA
               2005-HE5            A-2B       AAA
               2005-HE5            A-2C       AAA
               2005-HE5            M-1        AA+
               2005-HE6            A-1        AAA
               2005-HE6            A-2B       AAA
               2005-HE6            A-2C       AAA
               2005-HE6            A-2D       AAA
               2005-HE6            M-10       CCC

                     FBR Securitization Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2005-2              AV1        AAA
               2005-2              AV2-3A     AAA
               2005-2              AV2-3B1    AAA
               2005-2              AV2-3B2    AAA

           GE-WMC Asset-Backed Pass-Through Certificates

               Transaction         Class      Rating
               -----------         -----      ------
               2005-2              A-1        AAA
               2005-2              A-2b       AAA
               2005-2              A-2c       AAA
               2005-2              A-2d       AAA
               2005-2              M-1        AA+
               2005-1              A-1        AAA
               2005-1              A-2b       AAA
               2005-1              A-2c       AAA
               2005-1              M-1        AA+
               2005-1              M-2        AA+

        Specialty Underwriting and Residential Finance Trust

                Transaction         Class      Rating
                -----------         -----      ------
                2005-AB2            A-1B       AAA
                2005-AB2            A-1C       AAA
                2005-AB2            A-1D       AAA
                2005-AB2            M-1        AA+
                2005-AB2            M-2        AA
                2005-AB2            M-3        AA-
                2005-AB2            M-4        A+
                2005-AB2            B-3        CCC


AIRTRAN HOLDINGS: JPMorgan Analyst Expects Airline Bankruptcies
---------------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective $7,200,000,000 in operating losses in
2008.  The results would be wider than an initial forecast of
$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about airlines
acting collectively to reduce capacity to firm up revenue, the
reality is that they are more likely to dig in and try to outlast
each other.

MarketWatch relates the JPMorgan analyst noted that capacity cuts
have falled far short of what executives have said are necessary.  
Mr. Baker, MarketWatch says, indicated that another round of
airline bankruptcy -- even among the legacy carriers -- is a
question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines, United
Air Lines' parent UAL Corp., AMR Corp., JetBlue, Continental
Airlines, AirTran, Delta Air Lines, Alaska Air Lines and Southwest
Airlines.

Mr. Baker, the report adds, said credit card companies could pose
more significant risk to airlines than debt.  He explained the
credit card companies could impose unilateral holdbacks, which
will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by AMR
by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                          Net Income for Period Ended
                      -----------------------------------
                      March 31, 2008       March 31, 2007
                      --------------       --------------
   US Airways          ($236,000,000)         $66,000,000
   Northwest         ($4,139,000,000)       ($292,000,000)
   UAL                 ($537,000,000)       ($152,000,000)
   AMR                 ($328,000,000)         $81,000,000
   JetBlue               ($8,000,000)        ($22,000,000)
   Continental          ($80,000,000)         $22,000,000
   AirTran              ($34,813,000)          $2,158,000
   Delta             ($6,261,000,000)        $155,000,000
   Alaska Air           ($24,000,000)         ($3,700,000)
   Southwest             $34,000,000          $93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       $8,013,000,000         $6,435,000,000
   Northwest       $21,032,000,000        $17,746,000,000
   UAL             $23,813,000,000        $21,647,000,000
   AMR             $28,766,000,000        $26,277,000,000
   JetBlue          $6,050,000,000         $4,721,000,000
   Continental     $12,542,000,000        $11,071,000,000
   AirTran          $2,198,009,000         $1,783,470,000
   Delta           $26,755,000,000        $22,804,000,000
   Alaska Air       $4,379,800,000         $3,520,600,000
   Southwest       $18,031,000,000        $10,846,000,000

On April 14, Northwest announced an agreement to merge with Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy proceedings
in Hawaii in March and later ceased operations.  ATA Airlines Inc.
ceased operations and filed for chapter 11 protection on April 2,
and Skybus Airlines Inc. tumbled into bankruptcy on April 5.  
Frontier Airlines went belly up and filed for chapter 11 on April
14.  EOS Airlines filed a chapter 11 petition on April 26.

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the       
parent company of AirTran Airways Inc., which offers more than 700
daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  Outlook is Stable.


AMERICAN APPAREL: LaSalle Bank Waives Covenant Violation in Deal
----------------------------------------------------------------
American Apparel Inc. received a waiver from the LaSalle Bank for
its covenant violation under a revolving credit facility.

At March 31, 2008, American Apparel failed to meet certain
covenants under its credit facility with the bank and private
investment firm.  The bank debt covenant violations specifically
relate to:

   -- the capital expenditures and fixed charges covenants;

   -- covenants relating to late reporting of monthly financial
      statements for the quarter ended March 31, 2008;

   -- cash advances to subsidiaries greater than $2,000 in total;

   -- the asset purchase of a fabric dyeing and finishing plant
      without prior notice to the bank;

   -- the incurrence of a loan by the company's Japanese
      subsidiary of $1,000; and

   -- another restriction prohibiting the company from incurring
      capital expenditures in excess of $5,000 during the
      quarter.  

The company indicates that as a consequence of the debt covenant
violations, the company also violates the cross-default covenant
of its financing agreement with the private investment firm.  The
bank and the private investment firm have the right to accelerate
the repayment of the outstanding indebtedness under the credit
facilities upon violation of any debt covenant.

The company expects to be in violation of these debt covenants in
future periods.  

The company's latest 10-Q filing disclosed that during July 2007,
the Company replaced its revolving credit facility of $62.5
million with a revolving credit facility of $75.0 million from
LaSalle Bank.  The secured revolving credit facility with LaSalle
Bank of $75 million matures on the earlier of July 2012 or 30 days
prior to the maturity of the term loan with from private
investment firm SOF Investments (unless the term loan is
refinanced on terms acceptable to LaSalle Bank).  As of March 31,
2008, the company is also in violation of the covenant under the
$51.0 million term loan with SOF Investments.

                    About American Apparel Inc.

Headquartered in Los Angeles, California, American Apparel Inc.
(AMEX:APP) -- http://www.americanapparel.net/-- fka Endeavor  
Acquisition Corp, is a manufacturer, distributor, and retailer of
branded fashion basic apparel.  As of May 15, 2008, American
Apparel employed more than 7,000 people and operated 187 retail
stores in 15 countries, including the United States, Canada,
Mexico, United Kingdom, Belgium, France, Germany, Italy, the
Netherlands, Sweden, Switzerland, Israel, Australia, Japan and
South Korea. American Apparel also operates a wholesale business
that supplies high quality T-shirts and other casual wear to
distributors and screen printers.  In addition to its retail
stores and wholesale operations, American Apparel operates an
online retail e-commerce website at
http://store.americanapparel.net.


AMERICAN APPAREL: Appoints William T. Gochnauer as Interim CFO
--------------------------------------------------------------
American Apparel Inc. appointed William T. Gochnauer as interim
chief financial officer, effective immediately.

Prior to American Apparel, Mr. Gochnauer had been interim chief
financial officer at Red Envelope Inc., a catalog and online
retailer of upscale gifts, since 2006.  From 2005 to 2006,
Mr. Gochnauer had been a financial consultant at Excelligence
Learning Corporation, a manufacturer and distributor of early
childhood and learning products.

During 2005, he was also interim chief financial officer of RF
Industries Ltd., a manufacturer and distributor of electronic
components.  Mr. Gochnauer began his career in public accounting
at KPMG, is a Certified Public Accountant, and has held CFO and
controller positions at a number of public and private companies
over the course of a career that spans more than 35 years.

Ken Cieply, the company's outgoing chief financial officer, has
stepped down to pursue other opportunities.  He has agreed to make
himself available to assist in the transition.  Mr. Cieply has
over 20 years of experience in textile and apparel related
businesses, and was a key member of the executive team that led
Gildan Activewear's initial public offering in 1998.  Mr. Cieply
joined American Apparel in June 2006.

American Apparel also has employed Berglass + Associates, an
executive search firm with more than 25 years of experience and a
focus in the consumer goods sector, to help identify a permanent
chief financial officer.  In anticipation of Mr. Cieply's
departure, American Apparel has been interviewing candidates for
the CFO position for the past several months.  The company expects
to disclose the appointment of a permanent CFO in the next three
to six months.

"We're very pleased that [Mr.] Gochnauer is joining us to assist
in our transition in being a public company," Dov Charney,
American Apparel's CEO stated.  "[Mr. Gochnauer's] extensive
experience with SEC reporting and Sarbanes-Oxley compliance will
be an enormous help.  With him onboard, we will be able to more
quickly build out our accounting staff to support the company's
increased reporting responsibilities and the future growth of our
business."

"[Mr.] Cieply played an important role in getting American Apparel
to where it is today," Mr. Charney continued.  "His impressive
pedigree in apparel was a key reason I asked him two years ago to
come down to Los Angeles to help take our business to the next
level.  With American Apparel now having become a public company,
we wish [Mr.] well in his future endeavors as he returns to his
family and home in Montreal, Canada."

                    About American Apparel Inc.

Headquartered in Los Angeles, California, American Apparel Inc.
(AMEX:APP) -- http://www.americanapparel.net/-- fka Endeavor  
Acquisition Corp, is a manufacturer, distributor, and retailer of
branded fashion basic apparel.  As of May 15, 2008, American
Apparel employed over 7,000 people and operated 187 retail stores
in 15 countries, including the United States, Canada, Mexico,
United Kingdom, Belgium, France, Germany, Italy, the Netherlands,
Sweden, Switzerland, Israel, Australia, Japan and South Korea.
American Apparel also operates a wholesale business that supplies
high quality T-shirts and other casual wear to distributors and
screen printers.  In addition to its retail stores and wholesale
operations, American Apparel operates an online retail e-commerce
website at http://store.americanapparel.net.


AMERICAN AXLE: UAW Members Ratify Tentative Labor Agreements
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. disclosed that the
tentative agreements reached with the International UAW on May 16,
2008, covering approximately 3,650 AAM associates at five
facilities in Michigan and New York, have been ratified.

As reported in the Troubled Company Reporter on May 19, 2008,
under the tentative agreement, the auto parts supplier is offering
workers a wage of $18.50 per hour and a wage "buy down" of
$105,000.  The wage "buy down" is compensation to aid workers
in the transition to lower pay.  Axle is offering noncore workers,
which are those that aren't involved in actual manufacturing,
$14.55 per hour, and skilled trades workers $26 per hour.

"AAM is pleased to announce the ratification of a new collective
bargaining agreement with the International UAW," AAM Co-Founder,
Chairman & CEO Richard E. Dauch said.  "This new contract provides
AAM and its UAW-represented workforce the opportunity to
transition through a most difficult period of structural change in
the domestic automotive industry.  We look forward to the prompt
resumption of normal manufacturing operations at our original U.S.
locations."

AAM expects to have its plants running production during the week
of May 26, 2008.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its
wholly owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


AMERICAN COLOR: Unveils Merger and Restructuring Plans with Vertis
------------------------------------------------------------------
Vertis Inc. dba Vertis Communications and American Color Graphics
Inc. disclosed merger and comprehensive restructuring plans that
will strengthen their finances, expand their North American
footprint, and improve the already unparalleled products and
services offered to their customers.

The focal point of the comprehensive restructuring plans is the
agreement between Vertis and American Color, two printing and
premedia companies in North America, to merge American Color's
operations into Vertis' nationwide marketing and printing services
platform.  The merger will allow both companies to enrich their
core manufacturing capabilities relevant to the production of
advertising inserts and newspaper products.  It will also enable
them to make an unprecedented scope of premedia and workflow
solutions available to their customers.

Additionally, the companies have entered into agreements with
holders of more than two-thirds of the outstanding principal
amount of each of the 9.75% Senior Secured Second Lien Notes due
2009, the 10.875% Senior Notes due 2009, and the 13.5% Senior
Subordinated Notes due 2009 of Vertis, and the holders of a
majority of the outstanding principal amount of the 10% Secured
Second Lien Notes due 2010 of American Color, to exchange their
bonds for an aggregate of $550 million in new notes and
substantially all of the new equity in the combined company.  The
companies expect additional holders of the ACG Notes and Vertis
Notes to enter into agreements this week.

Vertis has also entered into agreements with its principal
stockholders and the holders of a substantial majority of the
Vertis Holdings Mezzanine Notes to support the transaction.  The
agreement on the terms of the consensual financial restructurings
would reduce the combined company's debt obligations by
approximately $725 million (excluding Vertis Holdings Mezzanine
Notes) before transaction fees and expenses.  In addition, the
more than $240 million in Vertis Holdings Mezzanine Notes will no
longer be an obligation of the company after the transaction
closes.

The companies and the consenting noteholders have entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.  
Importantly, the restructuring agreements and terms of the
prepackaged plans call for all trade creditors, suppliers,
customers and employees to receive all amounts owed to them in the
ordinary course of business.

The companies expect to launch a formal solicitation of consent
for their prepackaged Chapter 11 plans of reorganization from
holders of both Vertis Notes and ACG Notes within approximately 20
days.  Consents will be due approximately 30 days after the
companies launch the solicitation.

Upon receiving the consents, the companies would commence
prepackaged Chapter 11 proceedings in order to implement their
plans and consummate the merger.  The proceedings are expected to
conclude in late summer.

"Vertis' mission has always been to find the best way to provide
for and serve our clients and this comprehensive restructuring
plan ensures our customers will continue to benefit from industry-
leading products and services," Mike DuBose, chairman and CEO of
Vertis, said.  "The plan, which includes the merger, the note
exchanges and new financing will strengthen the company's finances
and enable Vertis to better compete in today's challenging
environment."

"With the combined capabilities of both companies, we will extend
our ability to respond to the needs of our customers and will be
even better positioned to compete in a complex market," Steve
Dyott, Chairman and CEO of American Color, commented.  "Throughout
the process, our customers will continue to enjoy the high level
of customer focus to which they have become accustomed.  At
completion, they will benefit from the additional strengths and
reach of a coast-to-coast service provider. We are excited about
the opportunities ahead for our customers, employees and other
stakeholders."

Under the terms of the merger agreement, Mike DuBose will become
chairman and CEO of the combined company.  Steve Dyott will remain
to facilitate the integration of the two companies.  Once the
merger closes, which is expected to occur in late summer, American
Color will become a wholly owned subsidiary of Vertis.

The merger will integrate American Color's eight offset and
flexographic print facilities, one Total Market Coverage facility,
six premedia facilities, and numerous managed service sites into
Vertis.  In addition, American Color's premedia capabilities
include sophisticated design, color and brand management services
for the packaging market, plus a vast array of business and
workflow solutions technologies.  The combination of these
operations and capabilities with Vertis' 17 advertising insert
production facilities, world-class premedia, direct marketing,
media placement, technology and creative services will offer
clients benefits including enhanced solutions and production
capacity.  "The combined company will realize significant
synergies as the operations are restructured to increase
operational efficiencies and improve service offerings across the
platform and product lines," Mr. DuBose said.

"The merger provides the combined company with a deeper talent
pool, improved financial strength, and a wider reach to ensure all
of our customers receive the best products and services in the
industry," Mr. DuBose added. "It's a natural fit and one we know
our business partners and customers will appreciate."

Mr. DuBose and Mr. Dyott both said it will be business as usual at
Vertis and American Color while the companies implement the plans.  
The companies will continue to provide a full range of products
and solutions to their customers with an ongoing focus on quality
and service.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://ResearchArchives.com/t/s?2c86

                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc., doing business as Vertis
Communications -- http://www.vertisinc.com/-- is a provider of       
print advertising and direct marketing solutions to America's
leading retail and consumer services companies.   

                       About American Color

American Color Graphics, Inc. -- http://www.americancolor.com/--    
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
American Color Graphics Inc. disclosed in a regulatory filing
dated March 5, 2008, that certain provisions of the company's  
existing first lien bank credit facilities were amended or waived
to temporarily waive through and including June 6, 2008, any
default under such bank credit facilities resulting from non-
compliance with the first lien coverage ratio covenant in each
such bank credit facility as of Sept. 30 and Dec. 31, 2007, and
March 31, 2008, for all purposes of such bank credit facilities.


AMERICAN HOME: Natixis Files Repurchase Agreement Breach Complaint
------------------------------------------------------------------
Natixis Real Estate Capital Inc., formerly known as IXIS Real
Estate Capital Inc., filed a complaint against American Home
Mortgage Investment Corp. and its debtor-affiliates asserting that
the Debtors breached a master repurchase agreement by failing to
turn over certain funds related to Unreleased Loans.  The
complaint, filed May 9, 2008, seeks declaratory and injunctive
reliefs and unspecified monetary damages.

Natixis and the Debtors are parties to a master repurchase
agreement dated July 15, 2005, and a custodial and disbursement
agreement dated January 29, 2007.  Under the Repurchase
Agreement, the Debtors will sell to Natixis certain eligible
Mortgage Loans at a price set by the Repurchase Agreement.  
Natixis will resell and the Debtors will repurchase the Mortgage
Loans on a specific date at a price in excess of what Natixis
paid for the Mortgage Loans.  The Debtors are required to
segregate and pay to Natixis all funds collected on loans that
Natixis owns by way of the Repurchase Agreement, and direct
investors withholding payment in connection with purported
purchases of certain Unreleased Loans to make payments directly
to Natixis.

Natixis learned that certain investors purchased unreleased loans
from the Debtors by making payments directly to the Debtors.  
These Unreleased Loans, however, were subject to bailee letters,
which provide that Natixis will not release its interest in the
loans unless payment is made to Natixis, Neil B. Glassman, Esq.,
at Bayard P.A., in Wilmington, Delaware, says.

Mr. Natixis says the Debtors' financial problems caused them to
default under the Repurchase Agreement.  Accordingly, Natixis
served a notice of default and reservation of rights to the
Debtors.  However, notwithstanding the Default Notice, the
Debtors failed to turn over funds they received from certain
investors relating to certain Unreleased Loans owned by Natixis.

In addition, certain investors who have withheld payment in
connection with purported purchases of certain Unreleased Loans
have indicated to Natixis that they will not make payments to
Natixis without further direction from the Debtors.  The Debtors,
however, have been uncooperative in providing direction to the
investors, Mr. Glassman says.  Moreover, the Debtors have not
provided an accounting for the funds without which Natixis cannot
determine if all amounts the Debtors received on the unreleased
loans have been paid to Natixis as required by the Repurchase
Agreement, Mr. Glassman says.

In October 2007, Natixis asked the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay so it could
terminate the servicing of the Mortgage Loans and transfer the
servicing from the Debtors to a new servicer and recover mortgage
files from the Debtors necessary to effectuate the transfer of the
servicing.  Natixis and the Debtors resolved the lift stay request
and entered into a settlement agreement providing the transfer of
servicing and the mortgage files.  

Mr. Glassman asserts that the Debtors' failure to comply with
Natixis' requests has created an actual, justiciable controversy
between the parties, Mr. Glass asserts.  He adds that the Debtors
have breached the Repurchase Agreement and related agreements by
refusing to direct the investors to pay funds due by the
investors with respect to the Unreleased Loans.  He also asserts
that the Debtors have exercised and assumed an unauthorized right
of ownership and control over property belonging to Natixis since
they refuse to comply with Natixis' demands to turn over all
funds the Debtors received from the investors.

Accordingly, Natixis asks the Court:

   (a) to declare that the unreleased loans and the funds
       received by the Debtors from the investors on behalf of
       Natixis are property of Natixis, and that the Debtors are
       obligated to immediately remit it into the accounts
       designated by Natixis;

   (b) to compel the Debtors to provide Natixis with an
       accounting of, and immediately transfer, all funds
       received by the Debtors from the investors with respect to
       the Unreleased Loans;

   (c) to compel the Debtors to direct the investors to pay funds
       relating to the Unreleased Loans to Natixis;

   (d) for monetary damages resulting from the Debtors' breaches
       of the Repurchase Agreement and their fiduciary duties,
       the conversion of the funds they received from investors,
       and the unjust enrichment as a result of refusing and
       failing to turn over the Unreleased Loans funds they
       received from investors;

   (e) to lift the automatic stay as the Court deems just and
       proper; and

   (f) to impose a constructive trust on all the funds received
       by the Debtors from investors with respect to the
       Unreleased Loans.

Mr. Glassman says that because of the Debtors' precarious
financial situation, each day increases Natixis' risk that it
will not be able to recover the funds with respect to the
Unreleased Loans.

                    About American Home

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

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

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

(American Home Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN LAFRANCE: Court Confirms 3rd Amended Reorganization Plan
-----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware held a hearing on May 22, 2008, to consider
confirmation of the American LaFrance, LLC's Third Amended Plan
of Reorganization and entered a Confirmation Order on May 23,
2008, after finding that the Debtor's Plan complied with the
confirmation requirements of the Bankruptcy Code.

Lynn Tilton, CEO of Patriarch Partners, stated "This is just
another milestone in the long history of this epic 175 year old
manufacturing company.  With many of its legacy difficulties now
in its past , this great American legacy is prepared to move
forward continuing its build of the best known truck brands in
the industry.  By having obtained an extension of $40 million of
new credit in connection with its exit from bankruptcy, ALF is in
a strong financial position to well service its customers."

American LaFrance counsel Christopher Ward of Polsinelli Shalton
Flanigan Suelthaus P.C. told Reuters that the company foresees its
exit from bankruptcy "within the next few weeks."

Late in April, American LaFrance related that its creditors voted
overwhelmingly in favor of the company's Plan.  More than 86% of
the General Unsecured creditors in Class 4 voted in favor of the
Plan.  In addition, 100% of the Convenience class in Class 5
approved the plan as did all of the Secured Lenders in Class 1.

William Snyder, Chief Restructuring Officer of American LaFrance,
LLC, has said the Official Committee of Unsecured Creditors played
a primary role in rallying support for the Plan among creditors
across all classes.

The Company has been in bankruptcy for fewer than 17 weeks.

                   Confirmation Requirements

At the confirmation hearing, the Debtor stepped Judge Shannon
through the 16 requirements for confirmation of the Plan pursuant
to Section 1129(a) of the Bankruptcy Code:

   (1) The Plan complies with Section 1129(a)(1) because:

       -- The Plan complies with the classification requirements
          of Section 1122 of the Bankruptcy Code because all
          Claims or Interests within a particular class are
          substantially similar to the other Claims or Interests
          in that class or are part of a class approved as
          reasonable and necessary for administrative
          convenience.

       -- The Plan complies with the requirements set forth in
          Section 1123(a)(1)-(7) of the Bankruptcy Code.

       -- The rejection of executory contracts and unexpired
          leases provided for under the Plan complies with
          Sections 365 and 1123(b)(2) of the Bankruptcy Code.

   (2) The Plan complies with Section 1129(a)(2) because the
       Debtor has complied with all of the provisions of the
       Bankruptcy Code and the Bankruptcy Rules governing notice
       and related matters in connection with the Plan, the
       Disclosure Statement, and all other matters considered by
       the Bankruptcy Court in their cases.

   (3) The Plan complies with Section 1129(a)(3) because the Plan
       and the Disclosure Statement are the products of
       consensual and extensive negotiations among the Debtor,
       the Official Committee of Unsecured Creditors, and the
       Prepetition Lenders.

   (4) The Plan complies with Section 1129(a)(4) because payments
       made or to be made by the Debtor to Professionals for
       services or costs and expenses incurred have been approved
       by, or are subject to the approval of, the Bankruptcy
       Court.

   (5) The Plan complies with Section 1129(a)(5) because the
       Debtor has identified the post-confirmation officers and
       directors of the Debtor.

   (6) Section 1129(a)(6) is inapplicable because the Plan
       does not provide for the change of any rates controlled by
       a governmental regulatory commission, and the Debtor was
       never subject to any commissions.

   (7) The Plan complies with the requirements of Section
       1129(a)(7) because impaired Classes of Claims
       under the Plan have met the statutory voting thresholds
       required to accept the Plan and (ii) confirmation of the
       Plan would provide each holder of an Allowed Claim with a
       recovery that is not less than such holder would receive
       pursuant to liquidation of the Debtor under Chapter 7.

   (8) The Plan complies with the requirements of Section
       1129(a)(8) because all classes permitted to vote on the
       Plan have voted to accept the Plan.

   (9) The Plan complies with the requirements of Section
       1129(a)(9) because the Plan provides for payment of claims     
       and other claim treatment as to which the holders of
       Claims have agreed upon in writing.

  (10) The Plan satisfies Section 1129(a)(10) because Classes of
       Impaired Claims, Class 4 and Class 5, have accepted the
       Plan without including any acceptances of the Plan by any
       insider, in those Classes.  In addition, Class 1 has voted
       to accept the Plan.

  (11) The Plan complies with Section 1129(a)(11) because the
       Plan provides for a distribution to creditors in
       accordance with the priority scheme of the Bankruptcy Code
       and the terms of the Plan.  The Disclosure Statement is
       (i) persuasive and credible; (ii) has not controverted by
       other persuasive evidence or challenged in any objections
       to the confirmation; (iii) are based upon reasonable and
       sound assumptions; and (iv) establishes that the Plan is
       feasible.

  (12) The Plan complies with the requirements of Section
       1129(a)(12) because all the fees payable under Section
       1930 of the Judiciary Code have been paid or the Plan
       provides for the payment of all related fees on the
       Effective Date of the Plan.

  (13) Section 1129(a)(13) is inapplicable since the Debtor has
       no retirees to whom it must continue payment of retiree
       benefits post-confirmation.

  (14) Section 1129(a)(14), which addresses domestic support
       obligations, does not apply to the Debtor.

  (15) Section 1129(a)(15), which concerns individual debtors,
       does not apply to the Debtor.

  (16) The Plan complies with Section 1129(a)(16) because the
       Confirmation Order would provide that any transfers of
       property contemplated by the Plan would be made in
       accordance with any applicable non-bankruptcy law.

The Court held that the Plan satisfies the requirements of
Section 1129(d) as its purpose is not the avoidance of taxes or
the avoidance of the requirements of Section 5 of the Securities
Act of 1933, and no governmental unit has requested that the
Court deny Plan confirmation on that basis.

                      Objections Resolved

Among the parties that filed objections to the confirmation to
the Plan are Pneu-Mech Systems Manufacturing, LLC, INCAT Systems,
Inc. and Dassault Systems Americas Corp., RT Jedburg Commerce
Park, LLC, Freightliner of San Antonio, Ltd., City of Bellingham
and Southwest Emergency Response Team.  Several creditors also
disputed the assumption of certain contracts under the Plan.

All objections to the Plan that have been withdrawn, waived,
deferred or settled, and all reservations of rights pertaining to
the confirmation of the Plan are overruled on their merits, the
Court ruled.

The Debtor entered into separate agreements with these creditors
to resolve their disputes:

   Creditor                            Settlement Terms
   --------                            ----------------
   Freightliner of San Antonio  The Debtor' settlement with
                                Freightliner of San Antonio is to
                                filed with the Court.

   INCAT Systems and Dassault   The Debtor will assume the end-
                                user license agreement and any
                                service agreement entered into
                                with INCAT Systems Dassault and
                                simultaneously pay to INCAT and
                                Dassault $458,550 as cure costs.
                                Upon payment by the Debtor, INCAT
                                and Dassault will provide the
                                Debtor their written consent for
                                the Contract assumption.

   Thurston County Fire         The Debtor will assume sale
   District #11                 order nos. 60199 and 60200 at
                                the Effective Date of the Plan.
  
   Clayton County, Georgia      The Debtor will assume four
                                ambulance contracts and three
                                pumpers of Clayton County and
                                will deliver the Clayton
                                Ambulances within four weeks
                                after May 23, 2008.  Clayton
                                County agreed to withdraw its
                                cure objection and its objection
                                to the Debtor's proposed
                                rejection of its contracts.

   Hi-Tech Emergency Vehicle    The rejection damages claims of
   Service, Inc.                Hi-Tech will not ignored by
                                virtue of the Plan, but will be
                                deemed to be Class 4 unsecured
                                claims.

   ACE USA/Westchester          On or before the Effective Date,
   Insurance Company            the Debtor will execute a new
                                form of indemnity agreement,
                                which will incorporate all
                                existing and future obligations
                                in favor of ACE USA/Westchester
                                on the same terms as the
                                agreement of indemnity dated
                                January 9, 2006.  The Debtor will
                                assume all outstanding
                                obligations to ACE, including
                                indemnification obligations and
                                the bonds issued in connection
                                with the 2006 Indemnity
                                Agreement.  The letter of credit
                                previously issued by the Debtor
                                in favor of ACE, will continue in
                                full force and effect and will
                                continue to secure any and all
                                obligations arising under the
                                2006 or 2008 Indemnity
                                Agreements.

The Court acknowledged a potential RT Jedburg Unsecured Claim.
Judge Shannon ruled that if a Class 4 claim in favor of RT
Jedburg becomes Allowed pursuant to the agreed order regarding
modified assumption of lease between RT Jedburg and the Debtor,
about $3,000,000 of RT Jedburg's Allowed Class 4 Claim will
receive a 22.5% dividend contemplated by the Plan only if all
other Allowed Class 4 Claims including the $5,000,000 of such RT
Jedburg Claim 4 Claim been paid a full 22.5% dividend.  The
Trustee will make appropriate reserve for RT Jedburg's Class 4
Claim if the Trust makes any distributions prior to the allowance
of RT Jedburg's Claim.

                      Contract Assumption

Other than with respect to contracts with "Unresolved Assumption
Issues," Judge Shannon authorized the Debtor to assume each
executory contract and unexpired lease it has identified and
assign them to the Reorganized Debtor pursuant to the Plan and
Section 365(a) of the Bankruptcy Code.

A list of the Debtor's Contracts for Assumption under the
Confirmed Plan is available at:

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

"Unresolved Assumption Issues" refer to, among other things,
dispute in the amount of any cure payment or the Debtor's
liability to assume certain contracts and leases.  The Court
maintains jurisdiction over the Unresolved Assumption Issues.  
The Court will conduct post-confirmation hearings to address
those Issues," Judge Shannon clarified.

By virtue of confirmation of its Third Amended Plan of
Reorganization, the Debtor withdrew its motion to sell
substantially all of its assets.

A full-text copy of the American LaFrance Confirmation Order is
available for free at:

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

                    About American LaFrance

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

(American LaFrance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000).


AMERICAN LAFRANCE: Amends List of Contracts to Assume
-----------------------------------------------------
American LaFrance, LLC amended its original motion to assume
contracts under its Third Amended Plan of Reorganization in order
to identify the contracts it intends to assume or reject.

American LaFrance, LLC, previously filed a motion to assume
contracts under its Third Amended Plan of Reorganization and
certain Plan Supplements that contained the list of the Contracts
to be assumed.

Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus P.C., in Wilmington, Delaware, proposed co-counsel to
the Debtor, relates that upon extensive review and analysis of
the Contracts, the Debtor has determined not to pursue assumption
of certain Contracts included in the Contract Assumption Motion.  
The Debtor thus amends the original Assumption Motion under Plan
in order to identify the Contracts it intends to assume or
reject.

The Contracts that the Debtor seeks to assume include:

   * 200+ Condor Dealer Contracts,
   * 160+ Fire Contracts,
   *  30+ Fire Dealer Contracts,
   *   8  Purchase Contracts, and
   * 100+ Miscellaneous Contracts.

A schedule of the Contracts for assumption is available for free
at http://bankrupt.com/misc/ALF_ContractstobeAssumed.pdf

Under the Amended Assumption Motion, the Debtor noted it intended
to either assume, reject, or defer assuming or rejecting no later
than June 30, 2008, the Summerville Real Property Contract and
the Summerville Real Property Sublease.  The Debtor subsequently
notified the U.S. Bankruptcy Court for the District of Delaware
that the inclusion of the Summerville Lease in the Contracts Lists
was an error, and the treatment of the Summerville Lease will be
addressed only in connection with the pending motion to extend
lease decision.

The Contracts that were previously listed as assumed but for
which the Debtor seeks to reject at present pursuant to the  
Amended Assumption Motion are:

   * 120+ Fire Contracts,
   *  38 Ambulance Contracts,
   *  13 Purchase Orders,
   *   8 Condor Dealer Contracts,
   *   1 Fire Dealer Contract, and
   *  27 Miscellaneous Contracts.

A list of the Contracts to be rejected is available for free at:

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

Mr. Ward clarifies that the inclusion of any contract on the
Lists will not constitute neither an admission on the Debtor's
part that the subject Contract is executory or unexpired nor an
admission that the Contract will indeed be assumed or assigned
pursuant to the Plan.  

If counterparties to the Contracts have already objected to the
Cure Notices served with respect to the Asset Sale Motion, the
Debtor will treat the already pending objection as if it were
filed to the Amended Motion and the counterparty need not object
further.

                     Condor Purchase Orders

In a supplemental filing, the Debtor seeks the Court's authority
to reject Condor Purchase Orders, a complete list of the 500+
Condor Contracts to be rejected is available for free at:

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

The Debtor also seeks the Court's permission to assume 36 Condor
Truck Contracts, a list of which is available for free at:

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

Mr. Ward relates that the Debtor completed its financial analysis
on the Condor contracts as of May 20, 2008, and has determined
that certain of the Condor Purchase Orders has to be rejected
because the fulfillment of the Rejected Condor Purchase Contracts
would mean losses for the Debtor.  The Debtor believes that
rejection of the Condor Purchase Orders would:

  * allow it adequate time to renegotiate the terms of the
    Rejected Condor Purchase Orders, the completion of which
    would be an economic benefit of its estate;

  * provide sufficient notice to the counterparties to respond to
    the Rejected Condor Purchase Orders; and

  * provide additional time for the counterparties to calculate
    rejection damages and weigh the damages against the Debtor's
    proposed revisions purchase orders.

The Debtor also believes that additional negotiations with its
dealers, customers and counterparties, it may be able to complete
majority of the Rejected Condor Purchase Orders under
restructured deal terms.  Accordingly, the Debtor asks the Court
to schedule a hearing to consider the rejection of Condor
Purchase Orders after the confirmation hearing.

                       More Creditors Respond

In separate filings, seven creditors oppose the Debtor's decision
to either assume or reject their contracts pursuant to the First
Amended Assumption Motion under Plan.  The Objecting Parties are:

   * Red-D-Arc
   * Freightliner of San Antonio
   * Empire Truck Sales, LLC,
   * Campbell Supply Company, LLC
   * Truck Centers, Inc.
   * eGroup
   * Clayton County, Georgia
   * City of Camilla, Georgia
   * Hi-Tech Emergency Vehicle, Inc.

Red-D-Arc tells the Court that it entered into an extended term
rental program with the Debtor for certain welding and welding
related equipment.  Red-D-Arc says that under the Contract, the
Debtor failed to make lease payments totaling to $12,936.  The
Debtor must identify as the cure amount and the payment default
of $12,936 due under the Contract before it can proceed to assume
the Contract, Kathleen M. Miller, Esq., at Smith, Katzenstein &
Furlow LLP, in Wilmington, Delaware, counsel to Red-D-Arc,
contends.

Freightliner of San Antonio objects to the Debtor's First Amended
Assumption Motion to the extent that the Debtor seeks to assume
(i) anything less than all three of the Condor Dealer contracts
in their entirety; (ii) any of the Contracts without first paying
all cure costs; and (iii) any of the Contracts free and clear of
all liens, claims, encumbrances and interests; and (iv) any of
the Contracts without adequate assurance of future performance by
the purchaser.

Representing Empire Truck Sales, LLC, Rafael X. Zahralddin-
Aravena, Esq., at Elliot Greenleaf, in Wilmington, Delaware,
tells the Court that the Debtor is not evidencing a sound
business judgment in its intent to reject 12 fire truck contracts
entered into with Empire Truck Sales when it previously wanted to
assume the Contracts pursuant to its Assumption Motion.   
Accordingly, Empire Trucks ask the Court to deny the Debtor's
impending rejection of the Contracts and imparts to the Debtor
that it is in its best interests to assume the Contracts as one
of the fire trucks is scheduled to be delivered by September
2008.

Campbell Supply adopts the arguments laid by Empire Truck in
order to preserve its rights in the Campbell Contracts with the
Debtor.

Beth Ranson asserts on behalf of eGroup that eGroup is entitled
for the payment or the return of the hardware it sold to the
Debtor and the services it rendered under a service and hardware
contract.

Clayton County, for its part, complains of the Debtor's failure
to give adequate notice of its impending rejection of Clayton
County's ambulance and apparatus contracts.  As the Debtor only
has a legal title to the Contracts pursuant to Section 541(d) of
the Bankruptcy Code, the Debtor cannot reject those Contracts,
Clayton County argues.

The City of Camilla asks for the Court to make clear that the
First Amended Assumption Motion under the Plan does not alter the
terms of the purchase contract it entered into with the Debtor
and that any assumption must give the City and the Debtor the
same rights and obligations presently embodied in the Contract.

On the Debtor's impending assumption of its fire truck contract,
Truck Centers, Inc., stresses that the Debtor should not
resurrect a contract it previously rejected pursuant to the First
Omnibus Motion to Reject Certain Executory Contracts.  Instead,
TCI would like the Debtor to assume the Forman Fire District
Contract as the Fire District still wishes to accept the fire
truck.

The Objecting Creditors thus ask Judge Brendan Linehan Shannon to,
among others:

   -- compel the Debtor to cure all defaults due under the
      Contracts before assuming them;

   -- direct the Debtor to provide adequate assurance of future
      performance;

   -- deny the Debtor's decision to rejection or assumption of
      the applicable Contracts; and

   -- determine that the Debtor's any impending assumption does
      not in any way, impair the rights of the Parties under the
      applicable Contracts.

              Debtor Updates on Status of Objections

The Debtor relates that to address the objections filed against
its First Amended Assumption Motion under the Plan, it revised
its response to incorporate the latest Objections as well as to
provide information on the status of the previously filed
Objections.  To the extent an Objection is not resolved prior to
the confirmation hearing, the Debtor will ask the Court to
consider the subject objections at a hearing to be held after
confirmation of the Plan.

The Debtor informs the Court that it has resolved objections
lodged by 17 parties, pertaining to cure amounts and rejection of
the contracts pursuant to the First Amended Assumption Motion
under the Plan.  The Debtor has agreed to entitled these Parties
with these cure amounts:

    Party                                      Cure Amount
    -----                                      -----------
    Oracle USA, Inc.                              $699,631
    GGS Information Services, Inc.                 104,670
    Apple Rock Advertising & Promotion, Inc.        24,500
    South Carolina Electric & Gas Co.                8,556
    International Business Machines                  5,600

SCE&G and GGS Information's requests for adequate assurance of
future performance will be addressed at the confirmation hearing.

Also, the Debtor and IBM resolved the objection to the IBM
Agreement as moot.

The Contracts of these Parties rejected pursuant to the First
Amended Assumption Motion:

   * City of Strongville
   * Children's Hospital of Akron
   * City of Columbus, Ohio Fire Truck A
   * City of Columbus, Ohio Fire Truck B
   * Harrison County Fire Protection District
   * City of Plantation, Florida
   * United Telephone Company of the Carolinas, d/b/a Embarq
   * Kootenay Boundary Regional Fire District Fire Rescue

Pursuant to a Court-approved stipulation, KBRFR and the Debtor
agree that the alleged KBRFR Contract is rejected as of May 16,
2008.  KBRFR will make no motion or claim for any alleged
rejection damages.  The Debtor is authorized to remove the
Contract from any lists of contracts to be rejected and assigned
as part of any sales process.

In the case of Southwest Emergency Response Team, the Debtor will
include in the confirmation order language addressing Southwest's
Objections.

The contract of Diehl and Sons, Inc., doing business as New York
Freightliner's, to produce 25 vehicles is rejected pursuant to
the Plan Supplement and Assumption Motion.  The Debtor is
assuming the dealership agreement, of which no objection has been
directed.  On the other hand, the Debtor's future assignment of
the City of Cambrige, Ontario, Canada's contract will be governed
by the terms of the Contract.

                      Deferred Objections

Meanwhile, as of May 22, 2008, the Debtor has identified 27
Objections whose individual resolution will be set on hearings
yet to be determined by the Court and upon agreement of the
concerned parties.

The Debtor stresses that these Parties' Cure Objection,
separately filed by Vogelpohl Fire Equipment, Inc., have been
resolved and each Vehicle Contract has not been completed and
therefore commissions, if due, have not been earned:

   * USEC
   * City of Winchester
   * The Southwest Council of Governments
   * The Village of Pomeroy
   * City of West Carrollton
   * Tri-Community Joint Fire District

The Debtor clarifies that if the Cure Objection under the Dealer
and Services Agreement of Vogelpohl Fire is not resolved prior to
the confirmation hearing, the Debtor will request a hearing
regarding the cure amount at a later date.  The Debtor will
continue to negotiate with the opposing counsel.

With regards to the City of Phoenix, Arizona's seven vehicle
contracts the Debtor is assuming, adequate assurance of future
performance will be addressed at the confirmation hearing.  The
Debtor has rejected the Vehicle Contract of the City pursuant to
the First Amended Assumption Motion.

The Debtor reiterates that objections on the penalties concerning
the production of a vehicle is not a cure objection under Section
365 of the Bankruptcy Code.  Penalties, if owing, will be paid
when the vehicles are delivered to these Parties:

   * City of Phoenix, Arizona
   * City of Columbus, Indiana
   * Hi-Tech Emergency Vehicle Service, Inc.
   * Augusta County, Virginia
   * Village of Larchmont, New York
   * Town of Buckeye, Arizona

Also, Hi-Tech's assertion of rejection damages will be addressed
at a later date.

The requests for adequate assurance of future performance will be
addressed at the confirmation hearing.  If the cure amount is not
resolved prior to the confirmation hearing, the Debtor will ask
for a hearing, at a later date, regarding the cure amounts of   
these parties:

   * Clay Volunteer Fire Department, Inc.
   * Red-D-Arc
   * City of Camilla Georgia
   * Village of Larchmont, New York

CCS Holdings, Inc., and the Debtor agree to seek the resolution
of the proposed treatment of the sublease and CCS Holdings'
Objection at a later date.

The Debtor does not believe that the Town of Shadeland and Fire
Service, Inc.'s Contracts have expired or was terminated.  The
Debtor will seek a Court hearing on Shadeland's Objections.

The Debtor also intend to ask the Court for hearing on issues of
these Parties at a later date:

   * Truck Centers, Inc.
   * Empire Trucks
   * Campbell Supply Company, LLC
   * eGroup
   * Chelan County

With regards to the Debtor's seeking to assume the APA of Daimler
Trucks North America LLC,formerly known as Freightliner LLC, the
Debtor and Freightliner agree that all issues regarding the
Assumption Motion as it applies to APA and the termination date
of the TSA are reserved and will be addressed at a date after the
confirmation hearing.  Furthermore, the parties reserve all their   
rights, arguments, and positions with regard to the assumption or
rejection of any executory contracts between them.

                    About American LaFrance

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

(American LaFrance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000).


AMERICAN LAFRANCE: Wants More Time to Decide on Summerville Lease
-----------------------------------------------------------------
American LaFrance, LLC, entered into a lease with RT Jedburg
Commerce Park, LLC, dated August 4, 2006, for office and
manufacturing warehouse space located at 1090, 1116 and 1124
Newton Way, in Berkeley County, South Carolina, also known as the
Summerville Lease.

The Debtor originally included the Summerville Lease on its
Assumption Motion under the Third Amended Plan of Reorganization.  
Since the Debtor and RT Jedburg failed to resolve the issues
surrounding the Summerville Lease, the Debtor says it needs
additional time to (a) determine whether to assume or reject the
Lease; and (b) if it determines that the Lease should be
rejected, to move its manufacturing operations out of the leased
premises.

In order to carry out its plans, the Debtor asks Judge Brendan
Linehan Shannon of the U.S. Bankruptcy Court for the District of
Delaware to extend the time by which it must decide to assume or
reject the Summerville Lease, through and including August 25,
2008.

Section 365(d)(4)(A) of the Bankruptcy Code states that an
unexpired lease of nonresidential property under which the debtor
is the lessee will be rejected and the trustee will immediately
surrender the non-residential real property to the lessor, if the
trustee does not assume or reject the unexpired lease by the
earlier of: (i) the date that is 120 days after the date of the
order for relief; or (ii) the date of the entry of an order
confirming a plan.

In the event the Court does not extend the deadline for the
Debtor to assume or reject the Summerville Lease, the Debtor asks
Judge Shannon to allow it to reject the Lease and vacate the
Leased Premises by August 25, 2008.  The Debtor contends that
absent renegotiation of certain lease provisions to render the
terms of the Lease more in line with the market conditions, the
rejection of the Lease is in the best interest of its estate and
its creditors.

The Debtor maintains that the confirmation of its Plan is not
dependent on the timing of the lease assumption or rejection
schedule because the projections show that it can meet all of its
post-confirmation obligations with or without operations at the
Lease Premises.

                         Parties Respond

RT Jedburg contends that the Summerville Motion is the Debtor's
novel approach towards the assumption of the Summerville Lease
without removing the $3.5 million in mechanic liens of unpaid
Capex vendors imposed against the Summerville Property.  Bonnie
Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington, Delaware,
asserts that the Debtor does not have a plethora of real estate
leases to analyze so it does not need additional time to decide
to whether assume or reject the Summerville Lease.

Ms. Fatell notes that the Debtor has admitted in its deposition
that it does not need time to decide whether it wants the
Summerville Lease since a month before the Petition Date, it has
already decided that the Summerville Lease was unacceptable as is
written.  The Debtor's last hour request for an extension of time
is wholly disingenuous as it has decided long ago to reject the
Lease, she says.

RT Jedburg believes that since it did not accept the Debtor'
proposed Lease modifications and absorb the $3.5 million in
liens, the Debtor now resorts to asking the Court for a 90-day
extension so that it can either persuade RT Jedburg to accept the
Lease modifications or receive additional time to vacate the
Summerville Property.  Neither of these reasons, however,
constitute cause for an extension, Ms. Fatell emphasizes.  RT
Jedburg avers that the Debtor has to solve the conundrum arising
out of the Summerville Lease but it can not do so in the illegal
manner in its Motion for an extension of the lease decision
period.

Pneu-Mech Systems Manufacturing, LLC, for its part, objects to
the Summerville Motion and asserts that Section 365(d)(4)
requires:

   (i) the Debtor to either assume or reject an unexpired lease
       of non-residential real property by the confirmation of a
       plan of reorganization; and

  (ii) that, upon rejection, the Debtor immediately surrender
       possession of the non-residential real property.

On Pneu-Mech's behalf, Charlene D. Davis, Esq., at Bayard, P.A.,
in Wilmington, Delaware, asserts that the Debtor's request to
reject the Lease and remain at the Summerville Facility up to and
including August 25, 2008 is directly contrary to the "immediate
surrender" language in Section 365(d)(4)(A) that also calls for
not resorting to state law.  She notes that the Summerville
Facility has been central to the Debtor's effort to consolidate
plants and its business plan in general.  A move therefore, could
require a shutdown of the Debtor's operations for up to five
months and could cost the Debtor as much as $15,000,000 and the
loss of existing employees.

Given the mechanic's liens asserted by various vendors, the
Debtor may be unable to remove installed equipment and systems,
Pneu-Mech notes.   To the extent the Debtor tries to remove the
Painting Installation in which Pneu-Mech asserts a mechanic's
lien for $2,072,749, Pneu-Mech will seek to enjoin the removal
unless the Debtor performs consistently with South Carolina law.  
Accordingly, Pneu-Mech asks the Court to deny the Debtor's lease
extension request.

The Official Committee of Unsecured Creditors informs the Court
that it has discussed with the Debtor its concerns regarding the
Summerville Motion and in particular, its concern that the Debtor
did not take any action that would impair the treatment proposed
for unsecured creditors under the Plan or otherwise imperil the
Debtor's restructuring efforts.  The Committee understands that a
consensual resolution of some or all of the objections to the
Summerville Motion is likely.  And while the Committee has not
yet seen the final terms of any proposed settlement, it has
reiterated to the Debtor its concerns and reservation of rights
to ensure that it may be heard regarding the Summerville Motion
and any proposed settlement.

                      Debtor Talks Back

The Debtor reiterates that it needs additional time to develop
strategies of vacating the Summerville Property and weigh the
costs of moving out against the costs of assuming the Lease.

In response to RT Jedburg's and Pneu-Mech's suggestion that
"cause" can only be found where there are an exceptional number
of real property leases, the Debtor argues that cause exists
since the operations conducted on the Summerville Lease premises
are significant to its ongoing business plan.  The Summerville
Facility is the single largest manufacturing facility operated by
the Debtor, and the number of processes undertaken in it and the
economic impact of the estate of assuming a 20-year obligation
necessitates the Debtor's need for additional time to determine
with more certainty the economic impact of relocating those
processes, Mr. Ward avers.

The Debtor has not had sufficient time to evaluate the value of
the Leases and to complete its comparison of the costs and
benefits of assumption with rejection, as it is confronted on a
daily basis with challenges and emergency issues in its 110-day
tenure as a debtor-in-possession, Mr. Ward reiterates.  The
Debtor maintains several leaseholds, and the treatment of the
Summerville Lease will impact the Debtor's operations at other
leased facilities.  If the Debtor rejects the Summerville Lease,
the Debtor may relocate or transfer manufacturing capacity to
other existing facilities.  

Mr. Ward tells the Court that the Debtor paid postpetition rent
and other lease obligations and has pledged to escrow rent and
taxes during its post-confirmation tenancy.  On the other hand,
he notes, RT Jedburg has not suffered damages not compensable
under the Bankruptcy Code.  RT Jedburg does not make any
allegations of the damage, nor has it produced evidences that any
of the damages will not be adequately compensated under the
Bankruptcy Code, he adds.

The Debtor maintains its headquarters at the Summerville Facility
and conducts extensive product assembly at the Premises, thus it
is infeasible that the Debtor could surrender the Leased Premises
to RT Jedburg without an orderly removal of its property, Mr.
Ward elaborates.

                     Parties Resolve Dispute

Subsequently, in a Court-approved stipulation, the Debtor and RT
Jedburg agree that:

   * The Summerville Lease will be assumed as of the Effective
     Date of the Plan based on the terms of this stipulation;

   * The Debtor is obligated to and will continue to pay timely
     early occupancy rent due under the Lease;

   * The Lease will be modified on the Assumption Effective Date,
     according to the stipulation, while the other existing
     terms an conditions of the Lease will remain in full force
     and effect;

   * The "term" of the Lease will be modified as a period of 60
     months and will commence on the Assumption Effective Date,
     which will be called the rent commencement date;

   * During the Term, the Debtor will provide to RT Jedburg: (i)
     unaudited quarterly financial statements for the first two
     years of the Term; (ii) unaudited annual financial
     statements for each year of the Term; and (iii) annual
     audited financial statements for each year of the Term if
     unaudited statements are required of the Debtor by a party
     other than RT Jedburg;

   * The Debtor will be required to have completed all work that
     is required to obtain a permanent certificate of occupancy
     permitting installation of equipment and furnishings and
     operation of the Summerville Premises no later than
     August 31, 2008.  The Debtor will be required to receive the
     Certificate of Occupancy from Berkeley County no later than
     October 31, 2008;

   * To protect RT Jedburg from the consequences of the Debtor
     failing to have the Certificate of Occupancy filed, RT
     Jedburg will have an allowed Class 4 unsecured claim for
     $8,000,000;

   * On or before the Effective Date, the Debtor will pay
     $131,091 to RT Jedburg for unpaid prepetition rent and
     charges;

   * The Debtor will use its best efforts to remove and to have
     recorded against the Premises each of these mechanics' lien
     currently existing against the Premises:

      -- on or before July 31, 2008 for the liens asserted by
         Pneu-Mech System Mfg. Inc., AME Inc., and Pro Tech; and

      -- on or before December 31, 2008, for the mechanics' liens
         asserted by North Mississippi Conveyor Co., Southern
         Pump & Tank, and Electric Specialties.  

     RT Jedburg will cooperate with the Debtor in removing the
     liens excluding the payment of funds by RT Jedburg;

   * On or before the Effective Date of the Plan, the Debtor will
     enter into a written escrow agreement with RT Jedburg which
     will contain $3,605,449 for the benefit of RT Jedburg.  The
     Debtor will be allowed to use the Amount to pay these
     mechanic liens against the Premises:

          Lienholder                     Lien Amount
          ----------                     -----------
          Pneu-Mech System Mfg.           $2,126,266
          North Mississippi Conveyor         121,959
          Pro-Tech                           282,413
          Electrical Specialists             152,905
          AME Inc.                           862,691
          Southern Pump & Tank                59,312

     If the mechanic liens asserted by the Lien Holders are not
     removed and releases of those liens are not recorded against
     the Premises by the dates set, RT Jedburg will be entitled
     to draw from the Mechanic Lien Escrow all or any portion of
     the Amount needed to satisfy the liens and to reimburse RT
     Jedburg for its costs and expense incurred in obtaining
     removal of the liens.

   * On the Effective Assumption Date, the Debtor will pay
     $100,000 to RT Jedburg for all expenses and fees incurred by
     RT Jedburg with respect to the Debtor's Chapter 11 case;

   * The Debtor assures RT Jedburg that GE Capital has no lien or
     claim on any of the machinery or assets of the Debtor
     located at the Premises; and

   * RT Jedburg's Objections are deemed withdrawn and all
     reservations of rights pertaining to the Plan are overruled.

                    About American LaFrance

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

(American LaFrance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000).


AMERICAN LAFRANCE: To Pay $1,971,792 Due on Pneu-Mech's Claim
-------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
District of Delaware, American LaFrance, LLC, and Pneu-Mech
Systems Manufacturing, LLC, agreed that the Debtor will
pay Pneu-Mech:

   (i) $1,971,792 representing principal and interest due on
       Pneu-Mech's claim;

  (ii) $120,000 for Pneu-Mech's  professional fees; and

(iii) $365 as per day interest from May 22, 2008 onwards.

The Stipulation serves as the global settlement to all of the
parties' outstanding issues.  To note, Pneu-Mech has filed
limited objections to the Debtor's Assumption Motion under the
Plan, lodged a confirmation objection to the Debtor's 3rd Amended
Plan of Reorganization, and has opposed the Debtor's request for
time to decide on the Summerville Lease.  Pneu-Mech also filed a
$2,000,000 mechanic's lien against the Debtor.

Upon delivery of the Cure Payment, Pneu-Mech will:

   -- release its mechanic's liens and file a notice of
      termination;

   -- commence work necessary to complete the installation of the
      painting system at the Summerville Facility pursuant to
      certain prepetition agreements; and

   -- commence and complete the process required to install the
      painting system to permit the Debtor to obtain a permanent
      certificate of occupancy at the Summerville Facility by
      August 31, 2008.

The Debtor and Pneu-Mech will exchange mutual releases of all
claims with respect to Pneu-Mech's prepetition work.  The Debtor
agree not to sue Pneu-Mech for payments made by the Debtor to
Pneu-Mech prior to the Petition Date and the Cure Payment.

                    About American LaFrance

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

(American LaFrance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000).


AIG INC: Moody's Cuts Senior Unsecured Debt Rating to Aa3
---------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured debt
rating of American International Group, Inc. (NYSE: AIG) to Aa3
from Aa2. The rating agency has also downgraded the ratings of
several subsidiaries, including those whose ratings have relied on
material support from the parent company, as well as those with
significant exposure to the US residential mortgage market. These
rating actions largely conclude the reviews for possible downgrade
announced by Moody's on May 9 and May 15, 2008, following AIG's
announcement of a $7.8 billion net loss for the first quarter of
2008. The rating outlook for AIG (parent company) is negative,
reflecting the company's exposure to further volatility in the US
mortgage market as well as uncertainty surrounding the strategic
direction for AIG Financial Products Corp. (AIGFP).

When announcing the review for possible downgrade, Moody's said
that the review process could lead to a rating downgrade of one or
two notches at the parent company. Today's one-notch downgrade
reflects AIG's sizable mortgage related losses and write-downs to
date. Over the past two quarters, AIG has recorded after-tax
unrealized market valuation losses exceeding $13 billion on
mortgage-exposed credit default swaps (CDS) at AIGFP, and after-
tax realized capital losses exceeding $5 billion, largely from
other-than-temporary impairment (OTTI) of residential mortgage-
backed securities (RMBS) held by AIG's Domestic Life and
Retirement Services (DLRS) subsidiaries. Also during this period,
AIG posted to its equity account more than $9 billion in after-tax
unrealized depreciation of investments, again mostly RMBS. Moody's
noted that AIG's ultimate economic losses on CDS and RMBS may be
materially smaller than estimated market values would suggest.

In response to these losses and write-downs, AIG has raised more
than $20 billion of capital during May 2008 -- a clear positive
for creditors, in Moody's view. The new issuance includes
approximately $7.5 billion of common stock, $5.9 billion of equity
units (hybrids) and $6.9 billion of junior subordinated debentures
(hybrids). The hybrid securities have been designed to receive
significant equity treatment for financial leverage calculations.

"The recent issuance of common stock and hybrids enhances the
company's capital and liquidity profiles," said Moody's Bruce
Ballentine, lead analyst for AIG. "The fresh capital restores some
of the equity that was eroded by declining market values of CDS
and RMBS, and it will help AIG to absorb economic losses that may
develop over time."

As part of the rating action, Moody's also downgraded the
insurance financial strength ratings (IFSRs) of the DLRS companies
to Aa2 from Aa1. These entities hold a majority of AIG's RMBS,
both through their securities lending collateral and directly.
Moody's expects that AIG will allocate a portion of its new
capital to life insurance subsidiaries whose statutory capital has
been reduced by OTTI of RMBS. The rating outlook on these
companies is stable.

"AIG's DLRS group is a leading US life insurer, with a diversified
product portfolio and multi-faceted distribution network," said
Laura Bazer, lead analyst for these operations. "The stable
outlook reflects Moody's view that, at the current rating level,
these companies could likely withstand some degree of additional
market value fluctuations and potential economic losses related to
RMBS."

Moody's also downgraded to Aa3 from Aa2 the IFSRs of the
Commercial Insurance Group companies as well as AIG UK Limited and
American International Assurance Company (Bermuda) Limited. These
IFSRs previously received some uplift from the ownership and
support of AIG. The downgrades reflect the fact that the strength
of the parental support has diminished somewhat, as indicated by
the parent company downgrade. Moody's believes that all of these
operating companies can now support their Aa3 IFSRs through their
own intrinsic financial strength. As a result, the rating outlook
for these entities is stable.

Over the next few days, Moody's will update its credit opinions on
AIG and its major operating units to explain the current rating
rationale for each, along with factors that could change the
ratings up or down.

Moody's last rating actions on these entities took place on May 9
and May 15, 2008, when the respective ratings were placed on
review for possible downgrade.

Moody's has downgraded these ratings and assigned a negative
outlook:

   * American International Group, Inc. -- long-term issuer
     rating to Aa3 from Aa2, senior unsecured debt to Aa3 from
     Aa2, subordinated debt to A1 from Aa3, senior unsecured debt
     shelf to (P)Aa3 from (P)Aa2, subordinated debt shelf to
     (P)A1 from (P)Aa3, preferred stock shelf to (P)A2 from
     (P)A1;

   * AIG Capital Trusts I & II -- backed trust preferred stock
     shelf to (P)A1 from (P)Aa3;

   * AIG Life Holdings (US), Inc. -- backed senior unsecured debt
     to Aa3 from Aa2;

   * AIG Program Funding, Inc. -- backed senior unsecured debt
     shelf to (P)Aa3 from (P)Aa2;

   * AIG Retirement Services, Inc. -- backed senior unsecured
     debt to Aa3 from Aa2, backed preferred stock to A2 from A1;

   * American General Capital II -- backed trust preferred stock
     to A1 from Aa3;

   * American General Institutional Capital A & B -- backed trust
     preferred stock to A1 from Aa3;

   * Capital Markets subsidiaries -- AIG Financial Products
     Corp., AIG Matched Funding Corp., AIG-FP Capital Funding
     Corp., AIG-FP Matched Funding Corp., AIG-FP Matched Funding
     (Ireland) P.L.C., Banque AIG -- backed senior unsecured debt
     to Aa3 from Aa2.

Moody's has downgraded these ratings and assigned a stable
outlook:

   * AIG UK Limited -- backed insurance financial strength to Aa3
     from Aa2;

   * American International Assurance Company (Bermuda) Limited
     -- insurance financial strength to Aa3 from Aa2;

   * Commercial Insurance Group subsidiaries -- AIG Casualty
     Company; AIU Insurance Company; American Home Assurance
     Company; American International Specialty Lines Insurance
     Company; Commerce and Industry Insurance Company; National
     Union Fire Insurance Company of Pittsburgh, Pennsylvania;
     New Hampshire Insurance Company; The Insurance Company of
     the State of Pennsylvania -- insurance financial strength to
     Aa3 from Aa2;

   * Domestic Life Insurance & Retirement Services subsidiaries
     -- AIG Annuity Insurance Company, AIG Life Insurance
     Company, American General Life and Accident Insurance
     Company, American General Life Insurance Company, American
     International Life Assurance Company of New York, The United
     States Life Insurance Company in the City of New York, The
     Variable Annuity Life Insurance Company -- insurance
     financial strength to Aa2 from Aa1.

Moody's has confirmed these ratings and assigned a stable outlook:

   * AIG SunAmerica funding agreement-backed note programs -- AIG
     SunAmerica Global Financing Trusts, ASIF I & II, ASIF III
     (Jersey) Limited, ASIF Global Financing Trusts -- senior
     secured debt at Aa2;

   * AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance
     Company, First SunAmerica Life Insurance Company, SunAmerica
     Life Insurance Company -- insurance financial strength at
     Aa2.

Moody's has affirmed these rating with a negative outlook:

   * AIG General Insurance (Taiwan) Co., Ltd. -- insurance
     financial strength at A1.

Moody's has affirmed these ratings with a stable outlook:

   * American International Group, Inc. -- short-term issuer
     rating at Prime-1;

   * AIG Financial Products Corp. -- backed short-term debt at
     Prime-1;

   * AIG Funding, Inc. -- backed short-term debt at Prime-1;

   * AIG Liquidity Corp. -- backed short-term debt at Prime-1;

   * AIG Matched Funding Corp. -- backed short-term debt at
     Prime-1;

   * AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance
     Company, First SunAmerica Life Insurance Company, SunAmerica
     Life Insurance Company -- short-term insurance financial
     strength at Prime-1;

   * Transatlantic Holdings, Inc. -- senior unsecured debt at A2;
     senior unsecured debt shelf at (P)A2, subordinated debt
     shelf at (P)A3;

   * Transatlantic Reinsurance Company -- insurance financial
     strength at Aa3.

These ratings remain on review for possible downgrade:

   * AGFC Capital Trust I -- backed preferred stock at A3;

   * AIG Edison Life Insurance Company -- insurance financial
     strength at Aa2;

   * American General Finance Corporation -- long-term issuer
     rating at A1, senior unsecured debt at A1;

   * American Life Insurance Company -- insurance financial
     strength at Aa2;

   * ILFC E-Capital Trusts I & II -- backed preferred stock
     at A3;

   * International Lease Finance Corporation -- senior unsecured
     debt at A1;

   * Mortgage Guaranty subsidiaries -- United Guaranty Commercial
     Insurance Company of North Carolina, United Guaranty
     Mortgage Indemnity Company, United Guaranty Residential
     Insurance Company, United Guaranty Residential Insurance
     Company of North Carolina -- backed insurance financial
     strength at Aa2.

AIG, based in New York City, is a leading international insurance
and financial services organization, with operations in more than
130 countries and jurisdictions. The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management. AIG reported
total revenues of $14.0 billion and a net loss of $7.8 billion for
the first quarter of 2008. Shareholders' equity was $79.7 billion
as of March 31, 2008.


AMERICO LIFE: Moody's Reviewing Ba1 Sr. Debt Rating for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the Baa1 insurance financial
strength (IFS) rating of Americo Financial Life and Annuity
Insurance Company (Americo Financial) and the Ba1 senior unsecured
debt rating of Americo Life, Inc. (Americo) on review for possible
upgrade. Americo Financial is a wholly-owned subsidiary of
Americo, and Americo is a wholly-owned subsidiary of privately-
held Financial Holding Corporation.

According to Moody's Vice President-Senior Credit Officer, Scott
Robinson, "Americo has been able to successfully implement its
niche marketing strategy, whereby it concentrates its sales,
marketing, and product development efforts on a few chosen market
segments." Robinson added that "the company's successful track
record combined with a solid balance sheet--with very manageable
exposure to subprime-related investments or other structured
investments that have been under pressure--has placed upward
pressure on the rating."

The rating agency said that Americo's credit strengths include
strong statutory capital adequacy, moderate financial leverage, a
sound investment portfolio, and a sizeable block of profitable
life insurance policies. In addition, the company's private
ownership allows management to maintain a long-term focus on
profitability.

Moody's also noted that Americo's strengths are mitigated by its
relatively small scale of operations, concentration of
distribution through a single, independent channel, and potential
statutory earnings volatility due to its niche market focus.

Moody's said that the review for possible upgrade will focus on an
evaluation of the company's financial flexibility in light of its
recently announced acquisition as discussed below, the company's
capital position, and the diversification among the company's
different product lines.

Moody's also noted that during the review period it will evaluate
the progress of the company's integration of Financial Industries
Corporation (FIC), the parent company of Investors Life Insurance
Company of North America. On May 15, 2008, shareholders of FIC
approved the plan of merger with Americo.

These ratings were placed on review for possible upgrade:

   * Americo Financial Life and Annuity Insurance Company:
     insurance financial strength at Baa1

   * Americo Life, Inc.: senior unsecured debt at Ba1

The last rating action on the companies was on January 19, 2007
when Moody's affirmed the Baa1 IFS ratings of Americo Financial
and the Ba1 senior unsecured debt rating of Americo. The outlook
on the ratings was changed to positive from stable for both
companies.

Americo and Americo Financial are based in Kansas City, Missouri.
As of March, 31, 2008, Americo Financial reported total statutory
assets of approximately $3.8 billion and capital of about $243
million.


ANGEL MARTINEZ: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Angel Luis Colon Martinez
        Urb. Playa Del Sur
        40 Calle Velero
        Ensenada, PR 00647

Bankruptcy Case No.: 08-02394-11

Chapter 11 Petition Date: April 18, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Nydia Gonzalez Ortiz, Esq.
                  Bufete Santiago & Gonzalez
                  11 Calle Betances
                  Yauco, PR 00698
                  Tel: 787 267-2205
                  e-mail: ecf@santiago-gonzalez.com

Total Assets: $1,983,795

Total Debts:    $807,019

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
CRIM                           Trade Debt               $3,380
PO Box 28
Calle Amarillo #1738, Suite 202
San Juan, PR 00926


ASPEN TECHNOLOGY: Defers Financials Filing Due to Acctg. Errors
---------------------------------------------------------------
Aspen Technology Inc. was delayed in the preparation of its
restated financial statements to be included in its Form 10-K
filing for the period ended June 30, 2007 and its Form 10-Q for
the period ended Sept. 30, 2007 due to errors the company
identified in its accounting for sales of installments receivable.  
After those errors were identified, the Audit Committee of its
Board of Directors and its management also determined to engage in
a detailed review of other accounts in the company's financial
statements.

In addition, the Audit Committee of its Board of Directors
appointed a new independent registered public accounting firm on
March 12, 2008 for the fiscal year ending June 30, 2008.

On April 11, 2008, the company filed its Form 10-K for the period
ended June 30, 2007 and its Form 10-Q for the period ended Sept.
30, 2007.  However, as a result of the concentration of resources
on completing the preparation of its restated financial statements
to be included in the Form 10-K for the period ended June 30, 2007
and its Form 10-Q for the period ended Sept. 30, 2007, as well as
delays in completing its financial reporting for the quarter ended
Dec. 31, 2007, the company was not able to file its Form 10-Q for
the period ended Dec. 31, 2007, within the prescribed time period,
and also were not able to timely file its Form 10-Q for the period
ended March 31, 2008.

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq: AZPN) -- http://www.aspentech.com/-- provides process   
optimization software and services.  AspenTech's integrated
aspenONE(TM) solutions enable manufacturers to reduce costs,
increase capacity, and optimize operational performance end-to-end
throughout the engineering, plant operations, and supply chain
management processes.

                          *     *     *

Moody's Investor Service placed the company's long-term corporate
family rating at B2 and its equity-linked rating at Caa1 in
October 2001.  These ratings still hold to date with a stable
outlook.


BAG'N BAGGAGE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Bag'n Baggage, Ltd., delivered to the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

   Schedule                Total Assets     Total Liabilities
   --------                ------------     -----------------
   A. Real Property

   B. Personal Property     $13,281,246

   C. Property Claimed
      as Exempt

   D. Creditors Holding                         $14,680,126
      Secured Claims

   E. Creditors Holding                            $253,991
      Unsecured Priority
      Claims

   F. Creditors Holding                          $4,826,352
      Unsecured Non-
      Priority Claims
                           ------------     -----------------
      TOTAL                 $13,281,246         $19,760,470

                      About Bag'n Baggage

Bag'n Baggage -- http://www.bagnbaggage.com/-- is a retailer of  
travel and business gear for more than 35 years.  The company and
its stores offer luggage and travel goods including Tumi,
Hartmann, Victorinox, Rimowa.  The company operates 34 stores in
upscale malls and lifestyle centers located in 11 states --
including Texas, Florida, California, Arizona, Washington,
Massachusetts, North Carolina, Virginia, Pennsylvania, Nevada and
Hawaii -- trading under the names Bagn Baggage, Malm Luggage,
Niccolo & Mafeo and Houston Trunk Factory.

Bag'n Baggage and related entity, 900 Corp., filed for Chapter 11
Bankruptcy protection on May 4, 2008, in the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division (Case Nos. 08-
32096 and 08-32097).  The Debtors are represented by Carol E.
Jendrzey, Esq., Lindsey Doherty Graham, Esq., and Mark Edward
Andrews, Esq., at Cox Smith Matthews, Inc., in San Antonio, Texas.

Bag'n Baggage, Ltd., is seeking to sell substantially all of its
assets to KCP Opportunity Fund I, L.P., which has been named by
the Court as "stalking horse" bidder.  KCP Opportunity Fund I did
not disclose its offer for the Debtors' assets, but intends to
maintain Bag'n Baggage as a going concern.  A sale hearing will be
held June 6, 2008, in Dallas.


BEAR STEARNS: Gets Breach of Contract Lawsuit from HQ Landowner
---------------------------------------------------------------
383 Madison LLC, property owner of The Bear Stearns Companies
Inc.'s headquarters in New York City, has filed a lawsuit with the
New York State Supreme Court against the company on breach of
contract, several papers report.  According to the lawsuit, Bear
Stearns failed to give the landowner the right to make the first
bid for the company's building, Emily Chasan of Reuters writes.

Dow Jones relates that Bear Stearns didn't notify 383 Madison that
JPMorgan Chase & Co. was buying the building under a takeover
agreement.  The plaintiff claims that JPMorgan was given the right
to buy the building for $1.1 billion, which was way below the fair
market value of the building.  The plaintiff has also named
JPMorgan as one of the defendants.

According to the paper, JPMorgan spokesman Joseph Evangelisti
stated that 383 Madison's claims will not hold in court.

        Rough Estimates of Bear Stearns Impact on JPMorgan

Separately, JPMorgan CEO Jamie Dimon, in a statement for
investors, said net losses expected through 2009 after the Bear
Stearns acquisition is $300 million.  Also, JPMorgan has
identified positions for 40% of Bear Stearns staff, indicating
that roughly 60% will be displaced.

Mr. Dimon concluded that the Bear Stearns merger integration is
proceeding well, but is challenging in current market environment.  
Although, it remains an excellent opportunity for shareholder
value in long run.

                       About Bear Stearns

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

                           *     *     *

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

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


BIRCH MOUNTAIN: Posts C$6.2 Million Net Loss in 2008 First Quarter
-----------------------------------------------------------------
Birch Mountain Resources Ltd. reported a net loss of C$6.2 million
in the first quarter ended March 31, 2008, compared with a net
loss of C$3.6 million in the same period last year.

During the first quarter of 2008, the company generated revenues
from limestone and trucking sales of C$281,000, compared to
C$859,000 in 2007.  

The company said that market conditions for construction products
were slow in the first quarter owing to the prolonged cold winter
weather.  Only key quarry staff and minimal rental equipment was
retained to contain costs.

Cost of sales were C$1,369,000 during the first quarter of 2008.   
This compares with cost of sales of C$875,000 during the first
quarter of 2007.

Total expenses increased to C$5.2 million during the first quarter
of 2008 from C$3.7 million during the same period of 2007.  
Indirect quarry costs totaled C$533,000, versus C$551,000 in the
first quarter of 2007.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
C$89.9 million in total assets, C$73.6 million in total
liabilities, and C$16.3 million in total stockholders' equity.

                       Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.  

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valaley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.  

The company believes the foregoing factors raise substantial doubt
about the company's ability to continue as a going concern.

                       About Birch Mountain

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates  
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.  The company is engaged in the regulatory approval
process for the Hammerstone Project which will expand the Muskeg
Valley Quarry and add an integrated limestone processing complex
to provide manufactured limestone-based products such as
quicklime, as well as related environmental services such as spent
lime recalcining.


BHM TECHNOLOGIES: Wants to Obtain $45,000,000 in DIP Financing
--------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
the authority of the United States Bankruptcy Court for the
Western District of Michigan to obtain up to $45,000,000 in
postpetition financing.

Pursuant to a Credit and Guarantee Agreement, dated May 19, 2008,
certain of the prepetition lenders will provide the Debtors with
funds for working capital and general corporate purposes.

The funds for working capital and general corporate purposes
included up to $30,000,000 upon interim approval of the DIP Loan
by the Honorable Scott W. Dales.

The DIP Lenders require the Debtors to promptly complete their
restructuring under Chapter 11.  The Debtors are required to file
a plan and disclosure statement by July 3, 2008, and obtain
confirmation of the plan by October 1, 2008.

Ray VanderKooi, chief financial officer of the BHM Technologies,
relates that without immediate access to credit, the Debtors will
not have sufficient liquidity to provide working capital during
the Chapter 11 cases to provide customers, employees, vendors,
suppliers and other key constituencies with confidence that the
Debtors have sufficient resources available to maintain
their operations in the ordinary course.  "Absent this new
liquidity, I believe that the Debtors' ability to maximize the
value of their estates and reorganize successfully would be
jeopardized, and the Debtors would risk the loss of their going-
concern value to the direct detriment of all parties in
interest," he said.

Mr. VanderKooi asserts that the DIP Facility provided by a
syndicate of prepetition lenders, with Lehman Commercial Paper,
Inc., as administrative agent, constitutes the best alternative
available under the circumstances.

                 Terms of Consensual Plan Agreed

As of the Petition Date, the Debtors owe $255,700,000 to lenders
under the First Lien Credit Agreement, dated as of July 21, 2006.  
The Debtors are also owe $72,000,000 to lenders under the Second
Lien Credit Agreement, dated as of July 21, 2006.

Lehman Commercial Paper, Inc., acted as administrative agent for
the First Lien Lenders.  LCPI acted as initial agent and SAC
Domestic Investments is the successor administrative agent for
the Second Lien Lenders.

The larger holders that make up the First Lien Lenders comprise
the DIP lending syndicate.

Before the Petition Date, the Debtors were engaged in intensive,
arm's-length negotiations with the First Lien Agent and, more
recently, the Second Lien Agent, concerning the terms of a
consensual global restructuring among the Debtors; the First Lien
Lenders; the Second Lien Lenders; and the Debtors' equity
sponsor, Atlantic Equity Partners IV, L.P.

These discussions have resulted in a term sheet, which represents
the material terms and conditions under which the Debtors may
move forward to successfully emerge from Chapter 11 with a
significantly reduced balance sheet.

The Term Sheet has been agreed to by claimants holding a majority
in dollar amount of the First Lien Lenders' aggregate claims and
the Second Lien Lenders' aggregate claims.

Further, two plan support agreements have been entered into prior
to the Petition Date:

    (1) a Plan Support Agreement between and among the Debtors,
        certain of the First Lien Lenders and certain of the
        Second Lien Lenders; and

    (2) a Plan Support Agreement between the Debtors' equity
        sponsor, AEP, and LCP as administrative agent for the
        First Lien Lenders.  

The Plan Support Agreements are a major step forward in the
context of a global restructuring, relates Robert S. Hertzberg,
Esq., at Pepper Hamilton, LLP, in Detroit, Michigan.  

The Term Sheet provides two alternatives -- the "New Money"
alternative and the "No New Money" alternative, both of which
contemplate the cancellation of the existing stock of BHM.  In
the "No New Money" alternative, the First Lien Lenders will
obtain 89% of the common stock of Reorganized BHM, and the
unsecured creditors 11%.  In the "New Money" alternative,
Atlantic Equity Partners will invest $12,500,000 to purchase 27%
of the primary common stock of reorganized BHM, with the First
Lien Lenders getting 65% of the common stock, and the general
unsecured creditors receiving 8% of the common stock, in exchange
for their claims.

A filing of a plan inconsistent with the Term Sheet is an event
of default under the DIP Facility.

                 Principal Terms of DIP Financing

The DIP Facility provides for these terms:

   Borrower:           BHM Technologies, LLC

   Administrative
   Agent:              Lehman Commercial Paper, Inc.

   Total Facilities:   The DIP Facility consists of a term loan
                       and a revolving loan in an aggregate
                       principal amount up to $45,000,000,
                       subject to reductions.

   Use of Proceeds:    The proceeds of the DIP Facility will be
                       used for (a) working capital and general
                       corporate purposes of the Debtors,
                       including but not limited to, professional
                       fees and expenses, in accordance with the
                       Budget, (b) to provide cash collateral for
                       the renewal or extension of the
                       irrevocable letter of credit in the amount
                       of $300,000 in connection with the
                       Debtors' workers' compensation insurance,
                       (c) to pay transaction costs, fees and
                       expenses in connection with the DIP
                       Facility and (d) to provide adequate
                       protection to the First Lien Lenders.

   Term:               The DIP Facility will mature November 20,
                       2008, and can be extended once by up to 90
                       days with the consent of the DIP Lenders
                       upon the satisfaction of certain
                       conditions.

   Interest Rates:     The Debtors will pay interest at the rate
                       of ABR plus 5.25% (where ABR is the
                       greater of the Prime Rate or 0.5 of 1%
                       plus the Federal Funds Effective Rate) or
                       LIBOR plus 6.25% per annum.

   Default
   Interest Rate:      During an Event of Default, the DIP
                       Facility will bear interest at an
                       additional 2%.
   
   Fees:               The Debtors will pay:

                         * a commitment fee computed at the rate
                           of 0.50% per annum on the average
                           daily amount of the Available
                           Revolving Credit Commitment of the
                           Revolving Credit Lender during the
                           period for which payment is made,
                           payable monthly in arrears on the last
                           day of each month;

                         * 1.0% upfront market fee and an
                           additional 1% upfront market fee of
                           the amount of any additional
                           Commitments;

                         * $250,000 facility fee payable to the
                           DIP Agent;

                         * $10,000 per month agency fee payable
                           to the DIP Agent; and

                         * Fees of the DIP Agent and the DIP
                           Lenders, including fees of counsel,
                           and reasonable costs and expenses.

   DIP Liens:          As security for the DIP Obligations, the
                       DIP Agent will receive, subject only to
                       the Carve-Out:

                       (i) First Lien On Unencumbered Property.
                           Pursuant to Section 364(c)(2) of the
                           Bankruptcy Code, a valid, binding,
                           continuing, enforceable, fully-
                           perfected first priority lien on, and
                           security interest in, all real and
                           personal, tangible and intangible
                           prepetition and postpetition property
                           and assets of the Debtors, that are
                           unencumbered, with the exception of
                           Avoidance Actions.

                      (ii) Liens Junior To Certain Existing
                           Liens.

                     (iii) Liens Priming Prepetition Lenders'
                           Liens.

                      (iv) Liens Senior To Certain Other Liens.

   Superpriority
   Claims:             The DIP Lenders will be granted a
                       superpriority administrative claim under
                       Section 364(c)(1)  against the Debtors and
                       the property of their estates with
                       priority over any and all administrative
                       expenses, adequate protection claims and
                       all other claims against the Debtors.

   Carve Out:          Carve Out will mean (i) all fees required
                       to be paid to the Bankruptcy Clerk and to
                       the Office of the United States Trustee
                       under 28 U.S.C. Section 1930(a), and (ii)
                       all unpaid professional fees and expenses
                       charged for services performed prior to
                       the giving of an Event of Default notice
                       by the DIP Agent, and (b) up to $1,000,000
                       in unpaid professional fees and expenses
                       incurred by the Debtors and the Committee
                       after the date the notice.

   Covenants:          The DIP Agreement contains usual
                       covenants, including, but not limited to,
                       delivery of audited and unaudited
                       financial statements, balance sheets and
                       cash flow statement.  The DIP Agreement
                       also contains usual negative covenants.

                       EBITDA covenants are:
                         
                         Period                 EBITDA
                         ------                 ------
                         May 2008               $500,000

                         June 2008              $750,000

                         July 2008              $1,000,000

                         Each Month Thereafter  The greater of
                                                $1,500,000 or 15%
                                                of cumulative
                                                EBITDA
                        
   Events of Default:  The DIP Agreement contains usual Events of
                       Default, including, dismissal or
                       conversion of the Debtors' Chapter 11
                       cases; filing of a plan of reorganization
                       inconsistent with the Term Sheet,
                       withdrawal or abandonment of the
                       Reorganization Plan without the consent of
                       the DIP Lenders and the DIP Agent; entry
                       of an order denying confirmation of the
                       Reorganization Plan; termination of
                       guarantees; change of control; and failure
                       of the Debtors to:

                       (i) by the 45th day after the Petition
                           Date, file the Reorganization Plan and
                           Initial Disclosure Statement,

                      (ii) by the 90th day after the Petition
                           Date, obtain an order approving the
                           Initial Disclosure Statement, or

                     (iii) by the 135th day after the Petition
                           Date obtain an order confirming the
                           Reorganization Plan.

   Reservation
   of Rights:          Subject to Section 364(e), if the Plan
                       Support Agreements are terminated, the
                       findings and conclusions in the Interim
                       and Final Orders concerning (i) valuation,
                       (ii) the adequate protection of the
                       Second Lien Lenders and (iii) the
                       Intercreditor Agreement will not be
                       binding on the Second Lien Agent or the
                       Second Lien Lenders.

The Court will conduct a hearing to consider final approval of
the DIP Facility on June 10, 2008 at 1:30 p.m, prevailing Eastern
time.

Objections to the DIP Financing must be received by the Court,
and counsel to the Debtors, the DIP Agent and the First Lien
Agent by not later than June 3, 2008 at 11:59 p.m., prevailing
Eastern time.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq.,
Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper
Hamilton, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for bankruptcy, it listed
estimated assets and debts to be both between $100 million and
$500 million.


BHM TECHNOLOGIES: Court Authorizes Use of Lenders' Cash Collateral
------------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan has entered an interim order allowing BHM Technologies
Holdings, Inc., and its debtor-subsidiaries to use the cash
collateral of their lenders.

Ray VanderKooi, chief financial officer of the BHM Technologies
Holdings, Inc., relates the Debtors require access to their cash
and the proceeds of existing accounts receivable and inventory to
operate their businesses and preserve their value as going
concerns.  He, however, relates these essential items are
prepetition collateral, as well as collateral under the
$45,000,000 DIP Facility and, therefore, may not be used in
support of the Debtors' ongoing business activities absent
compliance with Section 363 of the Bankruptcy Code.

As of the Petition Date, the Debtors owe $255,700,000 to lenders
under the First Lien Credit Agreement, dated as of July 21, 2006.  
The Debtors also owe $72,000,000 to lenders under the Second Lien
Credit Agreement, dated as of July 21, 2006.

Lehman Commercial Paper, Inc., acted as administrative agent for
the First Lien Lenders.  LCPI acted as initial agent and SAC
Domestic Investments is the successor administrative agent for
the Second Lien Lenders.

The Debtors granted the First Lien Lenders first priority liens
in and against substantially all of their assets, and granted the
Second Lien Lenders second priority liens in and against the same
assets.  The Debtors believe the First Lien Lenders are
undersecured and that the Second Lien Lenders are unsecured based
on the value of the Debtors' assets, relates the Debtors' counsel
Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan.

The First Lien Lenders have agreed to be primed only by the DIP
Facility.  Some of the First Lien Lenders comprise the DIP
Lenders.  The larger holders that make up the First Lien Lenders
are the DIP Lenders.

BHM and the Prepetition Agents are parties to an Intercreditor
Agreement, pursuant to which the liens and security interests
granted in favor of the Second Lien Agent were subordinated to
the liens and security interests of the First Lien Agent.  
Section 6.1 of the Agreement provides the Second Lien Agent will
not raise any objection to the use of cash collateral or any DIP
financing.  Section 6.3 provides that the Second Lien Agent
retains the right to seek "adequate protection in the form of a
Lien on . . . additional collateral, which Lien will be
subordinated to the Liens securing the First Lien Obligations and
such Cash Collateral use or DIP Financing. . .", but no other
form of adequate protection.

Pursuant to the Intercreditor Agreement, the Debtors propose to
provide the Second Lien Lenders adequate protection solely in the
form of replacement liens on an interim basis.  These replacement
liens are junior to the DIP Liens, the First Lien Adequate
Protection Liens and the liens held by the First Lien Lenders.

The Debtors believe that this interim grant of adequate
protection is sufficient to protect the interests, if any, of the
Second Lien Agent and the Second Lien Lenders in their
prepetition collateral, and that the Second Lien Agent and the
Second Lien Lenders do not require, nor are they entitled to, any
form of adequate protection in the context of final approval of
the DIP Facility and the Debtors' continued use of cash
collateral.

In addition, as adequate protection for their interests in their
collateral, the First Lien Agent will be granted:

   (i) perfected replacement security interest in and lien on all
       of the Collateral, to the extent of Diminution in First
       Lien Value, subject and subordinate only to (i) the
       Permitted Prepetition Liens, (ii) the DIP Liens and (iii)
       the Carve Out;

  (ii) superpriority claims as provided in section 507(b) of the
       Bankruptcy Code, against the Debtors and all property of
       their estates, in an amount equal to the Diminution in
       First Lien Value, if any, with priority in payment over
       any and all administrative expenses of the kinds specified
       or ordered pursuant to any provision of the Bankruptcy
       Code, subject and subordinate only to (i) the Carve Out,
       and (ii) the Superpriority Claims granted in respect of
       the DIP Obligations; and

(iii) adequate protection payments in amounts equal to (i) on
       the date of the closing of the DIP Agreement, all accrued
       and unpaid fees and expenses payable to or for the benefit
       of the First Lien Agent and the First Lien Lenders under
       the First Lien Loan Documents.

The grant of the Interim Second Lien Adequate Protection Liens to
the Second Lien Lenders will not imply that the prepetition liens
of the Second Lien Agent have any value or are entitled to
adequate protection, or that the Interim Second Lien Adequate
Protection Liens have any value, and will serve only to secure
the diminution in value, if any, after the Petition Date of the
Second Lien Lenders' interest, if any, in the Prepetition
Collateral.  The Interim Second Lien Adequate Protection Liens
will expire upon entry of the Final DIP Order.

The Court will conduct a hearing to consider final approval of
the Debtors' request on June 10, 2008 at 1:30 p.m, prevailing
Eastern time.  Objections are due June 30.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq.,
Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper
Hamilton, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for bankruptcy, it listed
estimated assets and debts to be both between $100 million and
$500 million.


BHM TECHNOLOGIES: Negotiates Plan Term Sheet with AEP & Lenders
---------------------------------------------------------------
BHM Technologies Holdings, Inc., and its subsidiaries; Atlantic
Equity Partners IV, L.P., the largest shareholder of the Debtors;
Lehman Commercial Paper, Inc., the administrative agent for the
lenders owed $255,700,000 under the First Lien Credit Agreement
and the lenders who will provide $45,000,000 in postpetition
loan; and SAC Domestic Investments, administrative agent for
lenders owed $72,000,000 under the Second Lien Credit Agreement,
negotiated a term sheet for the proposed restructuring of the
Debtors.

The parties have outlined the principal economic terms of a
restructuring to be accomplished through a joint Chapter 11 plan
of reorganization to be proposed by BHM Technologies Holdings,
BHM Technologies LLC, and their direct and indirect domestic
subsidiaries.

The Plan will proved for two alternatives for the restructuring
of the Debtors' balance sheet, a "New Money" alternative which is
the preferred alternative, and a "No New Money" alternative which
is the "fallback option."

In each alternative, all classes of claims and interests will be
unimpaired, except for these classes:

   (a) Class S-3 (Secured Claims for First Lien Debt), will
       receive a secured Term Loan and 6,265,350 shares of new
       common stock in BHM Technologies Holdings;

   (b) Class U-2 (Ongoing Operations Unsecured Creditors) will
       receive payment in full over specified periods of time,
       without interest;

   (c) Class U-4 (General Unsecured Claims) will receive 771, 120
       shares of new common stock; and

   (d) Class E-2 (Existing Equity Interests in BHM) will receive
       nothing on account of its equity interests.

In the "No New Money" alternative, the common stock distributions
will result -- assuming Class U-4 votes to the Plan -- in Class
S-3 holding 89% of the primary equity of the reorganized BHM
Technologies Holdings and Class U-4 Holding 11.00%.  In this
alternative, Class S-3 will also receive options to purchase new
common stock, subject to the First Lien/ Second Lien Settlement.

In the "New Money" alternative, Atlantic Equity Partners will
invest $12,500,000 to purchase on the effective date of the Plan
2,602,530 shares of new common stock and warrants to purchase
1,701,000 shares of new common stock.  AEP's new common stock
will represent 27% of the primary common stock of the reorganized
Parent, subject to the AEP/Second Lien Settlement.  The
investment will be placed in escrow at the commencement of the
Chapter 11 cases.  Under the "New Money" alternative, Class S-3
will hold 65.00% and Class U-4 will hold 8.00% of the primary new
common stock, and Class S-3 (Secured Claims for First Lien Debt)
will receive additional securities in the form of preferred
stock.  No other class' treatment will be changed.

The Plan will set forth both alternatives.  The Plan will specify
that the Debtors will seek first to confirm the "New Money"
alternative.  If the United States Bankruptcy Court for the
Western District of Michigan confirms the "New Money"
alternative, the Debtors will proceed to consummate it.  If the
Bankruptcy Court does not confirm the "New Money" alternative, or
the Debtors fail to consummate it, or if it is withdrawn or
abandoned, or not available to the Debtors, the Debtors will seek
confirmation of the "No New Money" alternative.

In soliciting acceptances for the Plan, the ballots will not
provide for separate votes on the two alternatives.  An
acceptance of the Plan will be deemed to be an acceptance of
either alternative.

The Plan Term Sheet also provides for these terms:

     * Exit Financing.  BHM Technologies LLC will obtain exit
       financing of up to $35,000,000, which will refinance
       the DIP Credit Agreement.  The exit financing will provide
       up to a $35,000,000 revolving commitment, with a
       $5,000,000 letter of credit sub-limit.  The exit financing
       is anticipated to have the same pricing as the DIP Credit
       Agreement, but subject to market conditions, and will
       mature on the third anniversary of the Plan Effective
       Date.

     * Term Loan.  BHM Technologies LLC will issue a term loan in
       the aggregate principal amount of $92,500,000, which will
       be distributed pro rata to holders of Secured Claims for
       First Lien Debt.  The Term Loan will bare interest at
       LIBOR rate (subject to a minimum LIBOR Rate of 4.00%) plus
       6.25% with interest periods of one, three and six months.  
       The TERM loan will mature on the fifth anniversary of the
       Plan Effective Date.

     * Board of Directors.  If the "No New Money" Alternative
       is confirmed, the board of directors of Parent will be
       comprised of five directors, consisting of, initially (i)
       the Chief Executive Officer of Parent or, if the
       individual serving as CEO on the Plan Effective Date will
       cease to be CEO, a replacement director elected by a
       majority of the remaining directors, and (ii) four
       individuals designated prior to the confirmation hearing
       on the plan by holders of a majority in dollar amount of
       First Lien Debt.  If the "New Money" alternative is
       confirmed, the Board will be comprised of up to seven
       directors, with the five selected directors and (i) so
       long as AEP beneficially owns at least 20% of the shares
       of new common stock, two directors appointed by AEP, or
       (ii) so long as AEP, beneficially owns less than 20% but
       at least 10% of the share, one director appointed by AEP.  
       On the Plan Effective Date, AEP may appoint Mr. Thomas
       Berglund and Mr. Roberto Buaron as AEP Directors.  Other
       potential appointees by AEP are Johnn Dezio, James Grover
       and Emilio S. Pedroni.

     * Warrants.  The warrants to be issued will have an exercise
       price of $13.88 and will expire on the seventh anniversary
       of issuance.

     * New Preferred Stock.  If the "New Money" alternative is
       confirmed by the Bankruptcy Court, the reorganized Parent
       will issue $78,750,000 in new preferred stock.  Parent
       Preferred will have dividends of 10% through the fourth
       anniversary of issuance, and 13% thereafter.  Parent
       preferred will be senior to all other capital stock of
       Parent with respect to dividends and liquidation.

     * New Common Stock.  The reorganized Parent will issue
       shares of new common stock on the Plan Effective Date.

     * Management Equity Plan.  Under either alternative, there
       will be allocated sufficient shares of new common stock to
       provide a management equity plan with 9% of the new common
       stock on a fully diluted basis.

     * Outside Director Plan.  The Plan will provide for the
       grant of options to purchase shares of new common stock
       representing 1% of the new common stock on a fully diluted
       basis for the purpose of attracting and compensating
       outside directors.

     * Retention of Senior Management.  BHM Technologies Holdings
       contemplates the retention of all or substantially all its
       present senior management.

     * Releases.  The Plan will provide for general mutual
       releases by the Debtors, the First Lien Agent, each Second
       Lien Agent, the holders of the First Lien Debt, the
       holders of the Second Lien Debt, and the equity holders.

     * First Lien/Second Lien Settlement.  The First Lien Agent,
       for the ratable accounts of the First Lien Lenders, will
       deliver and assign to the Current Second Lien Agent, for
       the ratable benefit of all Second Lien Lenders (i)
       $287,406 plus an additional amount equal to the lesser of
       (A) $100,000 and (B) the legal fees and expenses incurred
       by the Second Lien Agent in connection with the Debtors'
       Chapter 11 cases and (ii) (A) if the "No New Money"
       Alternative is authorized, the Class S-3 Option or (B) if
       the "New Money" alternative is authorized (x) shares
       representing $3,750,000 in issue price of Parent Preferred
       and (y) the share of New Common Stock attributable to
       First Lien deficiency claims.

     * AEP Second Lien Settlement.  If the "New Money"
       alternative is confirmed, in consideration of the releases
       provided for AEP and its personnel, AEP will assign and
       deliver to the Second Lien Agent, for the ratable benefit
       of all Second Lien Lenders, shares of New Common Stock
       equal to the number of shares of new common stock received
       by the holders of Class U-4 General unsecured claims other
       than in respect of the First Lien Deficiency Claims and
       Second Lien Debt; provided that the maximum shares
       assigned will not exceed 24,098 shares.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq.,
Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper
Hamilton, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for bankruptcy, it listed
estimated assets and debts to be both between $100 million and
$500 million.


BLUE WATER: Bankruptcy Court Approves Disclosure Statement
----------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan approved the Disclosure Statement explaining
the Joint Plan of Liquidation filed by Blue Water Automotive
Systems, Inc., and its affiliates, after finding that the
Disclosure Statement contained adequate information for creditors
to make informed judgment to vote on the Plan.

Approval of the Disclosure Statement will allow the Debtors to
proceed with the solicitation of acceptances of the Plan.  Judge
McIvor set June 10, 2008, as the deadline to return ballots on
the Plan and file objections to the confirmation of the Plan.  A
hearing to consider confirmation of the Plan will be on June 18.

As reported by the Troubled Company Reporter on May 22, Citizens
Bank; CIT Group/Equipment Financing, Inc., and CIT Capital USA,
Inc.; and IHB, Inc., formerly known as Injectronics, Inc.,
challenged the adequacy of the information provided in the
Debtors' Disclosure Statement.

General Motors Corp., the CIT Entities, and General Electric
Capital and GELCO Corporation, doing business as GE Fleet
Services, also lodged Disclosure Statement objections.

GM pointed out that the Disclosure Statement does not adequately
disclose, and that the Joint Plan of Liquidation does not
adequately protect GM's rights under the Accommodation Agreement
it entered with the Debtors on March 17, 2008.  The Accommodation
Agreement provides that GM will purchase from the Debtors certain
Supplier Owned Tooling and equipment used in the manufacture of
component parts for GM, Aaron M. Silver, Esq., at Honigman Miller
Schwartz and Cohn LLP, in Detroit, Michigan, said.

Mr. Silver asserted the Plan described in the Disclosure Statement
is not confirmable since the Plan improperly strips GM of set-off
and recoupment rights.

Representing The CIT Group/Equipment Financing, Inc., and CIT
Capital USA, Inc., Shalom L. Kohn, Esq., at Sidley Austin LLP, in
Chicago, Illinois, asserted that the Disclosure Statement
accompanying the Debtors' Joint Plan of Liquidation is
insufficient because it fails to state exactly which assets are to
be sold.  Secured creditors cannot fairly decide whether they
would prefer to vote for a plan, which proposes to sell assets, or
object to it.  The Plan, Mr. Kohn said, also appears to deprive
the CIT Entities of their rights under Section 1129(b)(2)(A) and
Section 363(k) to credit bid its debt in connection with a sale.

Representing General Electric Capital and GELCO Corporation, doing
business as GE Fleet Services, Elena Lazarou, Esq., at Reed Smith
LLP, in New York, said the Disclosure Statement does not provide
creditors any insight as to the value of the Debtors' assets and,
most importantly, the expected proceeds available for
distribution.  Ms. Lazarou pointed out that, without information  
regarding the proposed purchaser, GE does not have adequate
assurance of its ability to perform under the Agreements.

Pursuant to the Plan, specific equipment secured creditors are to
receive, at the Debtors' election, cash in the amount of their
collateral value or transfer of title to their collateral.  Ms.
Lazarou said the Debtors do not ascribe any collateral values nor
a basis for timetable or procedure for determining the values. She
said the Disclosure Statement's provision that the creditors
holding specific equipment secured claims totaling $452,757 is
grossly understated as GE alone is owed by the Debtors no less
than $2,900,000 pursuant to the agreements classified as specific
equipment secured claims.

The Debtors' Plan contemplates the sale of substantially all of
the Debtors' assets and equity interests on or before June 30,
2008.  Before the Disclosure Statement approval hearing, the
Debtors filed an amended Disclosure Statement to disclose that the
proposed sale excludes one piece of real property located at
Yankee Road in St. Clair, Michigan, and any assets not critical to
the operation of their businesses.  The Debtors further disclosed
that they will submit one Plan with the treatment to apply to each
Debtor.  To the extent there are remaining assets after the Sale
in any Debtor, the Debtors said a separate Creditors' Trust will
be established for each Debtor.

The Debtors further disclosed in the amended Disclosure Statement
that they owe $55,414 to creditors holding construction lien
filed claims.  The amended Disclosure Statement provides that the
Plan cannot be confirmed if the DIP Facility Claim will not be
paid in full in cash on or prior to the effective date of the
Plan.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/bw_amendedDS.pdf

                  About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Court will convene a hearing May 23 to consider approval of the
Disclosure Statement explaining the Plan, for voting purposes.  
The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy
News, Issue No. 16, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BODISEN BIOTECH: Earns $1.8 Million in 2008 First Quarter
---------------------------------------------------------
Bodisen Biotech Inc. reported net income of $1.8 million, on net
revenue of $908,519 for the first quarter ended March 31, 2008,
compared with a net loss of $1.5 million, on net revenue of
$5.0 million in the same period in 2007.

Results for the first quarter of 2008 other income of
$2.2 million, as compared to other expense of $67,197 for three
months ended March 31, 2007.  The change is primarily due to a bad
debt recovery of approximately $2.2 million during the three
months ended March 31, 2008.

The company attributed the significant decrease in revenue to a
much smaller customer base in the three months ended March 31,
2008, as compared to March 31, 2007, as well as a snow storm that
occurred in the first quarter of 2008, which affected crop
plantings and led to a decrease in the use of fertilizer.

The company's gross profit declined to $341,231 for the three
months ended March 31, 2008, compared to $2.0 million for the
three months ended March 31, 2007.  

The company incurred net operating expenses of $841,603 for the
three months ended March 31, 2008, compared to $3.5 million for
the three months ended March 31, 2007.  Operating expenses for the
three months ended March 31, 2007, were higher than normal due to
a $1.4 million allowance for bad debts recorded during that
period.  The decrease was also due to an overall reduction in
overhead due to the decrease in sales.

                 Liquidity and Capital Resources

As of March 31, 2008, the company had $768,400 of cash and cash
equivalents compared to $617,046 as of Dec. 31, 2007.  

Operating activities provided net cash of $24,017 for the three
months ended March 31, 2008, compared to net cash used for
operating activities of $4.0 million for the three months ended
March 31, 2007.  This decrease in the use of cash in operating
activities is principally due to the increase in net income from
operations and receipts of customer payments.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$55.3 million in total assets, $1.3 million in total liabilities,
and $54.0 million in total stockholders' equity.

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?2c65   

                     Going Concern Disclaimer

Morgenstern, Svoboda & Baer, CPAs, P.C., in New York, expressed
substantial doubt about Bodisen Biotech Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said that the company is subject to potential claims
as a result of certain law suits filed by investors against the
company.  

                      Shareholder Actions

In late 2006, various shareholders of the company filed eight
purported class actions in the U.S. District Court for the
Southern District of New York against the company and certain of
its officers and directors, asserting claims under the federal
securities laws.  The complaints contain allegations about prior
financial disclosures and its internal controls and a prior, now-
terminated relationship with a financial advisor.

The eight actions are Stephanie Tabor vs. Bodisen Inc., et al.,
Case No. 06-13220 (filed November 2006), Fraser Laschinger vs.
Bodisen Inc., et al., Case No. 06-13254 (filed November 2006),
Anthony DeSantis vs. Bodisen Inc., et. al., Case No. 06-13454
(filed November 2006), Yuchen Zhou vs. Bodisen Inc., et. al., Case
No. 06-13567 (filed November 2006), William E. Cowley vs. Bodisen
Inc., et. al., Case No. 06-13739 (filed December 2006), Ronald
Stubblefield vs. Bodisen Inc., et. al., Case No. 06-14449 (filed
December 2006), Adam Cohen vs. Bodisen Inc., et. al., Case No. 06-
15179 (filed December 2006) and Lawrence M. Cohen vs. Bodisen
Inc., et. al., Case No. 06-15399 (filed December 2006).

Plaintiffs have not specified an amount of damages they seek.  
Last year, the Court consolidated each of the actions into a
single proceeding.

In 2008, defendants in the action, including the company, filed
motions to dismiss the proceeding and to strike certain
allegations in the complaint. The Court has not scheduled a
hearing on these motions.

Because these consolidated actions are in an early stage, the
Company cannot comment on whether an adverse outcome is probable
or otherwise.  While the Company believes it has meritorious
defenses to each of these actions and intends to defend them
vigorously, an adverse outcome in one or more of these matters
could have a material adverse effect on its business, financial
condition, results of operations or liquidity.

              China Natural Gas Share Dispute

In 2007, Ji Xiang, a shareholder of China Natural Gas, and son of
its chairman and chief executive officer, instituted litigation in
the Chinese court system in Shaanxi province challenging the
validity of the company's ownership of 2,063,768 shares of China
Natural Gas common stock.  The company obtained these shares in
September 2005 in a share transfer agreement, and asserts that it
has fully performed its obligations under the agreement and is
entitled to own the shares.  

The parties in the Chinese litigation have submitted their
evidence and now await a decision from the Chinese court.  Also,
in January 2008, the same shareholder instituted litigation in a
Utah state court against Yangling Bodisen Biotech Development Co.
Ltd. and Interwest Transfer Co., China Natural Gas's transfer
agent, seeking to prevent the company from selling its shares in
China Natural Gas.

Plaintiff has obtained an order from the Utah court provisionally
preventing the company from selling the China Natural Gas shares
pending a decision on the merits of the underlying dispute.  The
company said it intends to vigorously and thoroughly defend itself
against this claim.  While the company believes it will prevail in
these litigation matters and establish its right of ownership to
the China Natural Gas shares, an adverse outcome could have a
material adverse effect on its business, financial condition,
results of operations or liquidity.

                     About Bodisen Biotech

Headquartered in Shaanxi province, China, Bodisen Biotech Inc.
(Other OTC: BBCZ.PK) -- http://www.bodisen.com/-- is a Delaware
corporation which manufactures liquid and organic compound
fertilizers, pesticides, insecticides and agricultural raw
materials certified by the Petroleum Chemical Industry
Administrative office of China, Shaanxi provincial government
and Chinese government.


BONITA DONOVAN: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bonita Nix Donovan
        800 Fla. Blvd.
        Neptune Beach, FL 32266

Bankruptcy Case No.: 08-bk-02133

Chapter 11 Petition Date: April 18, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: 904-725-0822
                  court@planlaw.com

Total Assets: $1,465,004

Total Debts:  $2,731,740

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Countrywide Home Loans         Residence; value        $645,813
450 American St.               of security: $450,156
Simi Valley, CA 93065          

Daniel and Robin Wahby         Vacant lot; value        625,937
Gerald and Barbara Fletcher    of security: $400,000
c/o C. Randolph Coleman, Esq.
9250 Baymeadows Rd. #450
Jacksonville, FL 32256

Countrywide Home Loans         Condo; value of          400,000
450 American St.               security: $110,000
Simi Valley, CA 93065

Bank of America                Townhomes; value         364,000
475 Crosspoint Pkwy            of security: $357,000
Getzville, NY 14068         
                               Townhomes; value          90,327
                               of security: $357,000;
                               value of senior lien:
                               $364,000

Bank of America                Townhomes; value         230,947
4161 Piedmont Pkwy             of security: $357,000;
Greensboro, NC 27410           value of senior lien:
                               $454,327

                               Condominium; value        49,114
                               of security: $135,000;
                               value of senior lien:
                               $94,181

Internal Revenue Service       2005-7 taxes             100,000

Bank of America                Credit card               30,719

Hfc                            Check credit or           21,638
                               Line of credit

Amex                           Credit Card               21,664
  
Thd/Cbsd                       Charge account            18,030

Usaa Savings Bank              Credit card               16,595

Chase                          Credit card                9,586

Usaa Federal Savings Bank      Vehicle; value             8,944
                               of security: $6,025

Shell/Citi                     Credit card                  866

Premier Properties Realty      Condo; value of              684
                               security: $110,000;
                               value of senior lien:
                               $400,000

HSBC Bank                      Credit card                  570

South Beach Townhomes          Townhomes; value of          500
                               security: $357,000;
                               value of senior lien:
                               $685,274


BRIAN PETERSEN: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brian Alexander Petersen
        183 Hornsby Rd
        Laramie, WY 82070

Bankruptcy Case No.: 08-20239

Chapter 11 Petition Date: April 26, 2008

Court: District of Wyoming (Cheyenne)

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: 307-637-0212
                  e-mail: attypaulhunter@prodigy.net

Total Assets: $1,576,513

Total Debts:  $754,166

Debtor's 9 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Fifth Third Bank                                        $30,079;
Box 630778                                  value of collateral:
Cincinnati, OH                                           27,500
45263-0778

Citicards                                                18,240
PO Box 6000
The Lakes, NV
89163-6000

GE Money                                                 17,313;
P O Box 530913                               value of collateral:
Atlanta, GA 30353                                        17,000

1st Equity                                               13,367

Washington Mutual                                        11,519

Beneficial                                                5,460

Ivinson Memorial Hospital                                   719

Advanced Medical Imaging Consultants                        637

Emergency Physicians                                        244


BRIAN MEULEN: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Brian Lee Vander Meulen
         3720 Boiling Springs Road, Ste F-151
         Boiling Springs, SC 29316

         Catherine Ann Vander Meulen
         932 Nantahala Drive
         Chesnee, SC 29323

Bankruptcy Case No.: 08-02710

Chapter 11 Petition Date: May 5, 2008

Court: District of South Carolina (Spartanburg)

Debtors' Counsel: Robert H. Cooper
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  e-mail: bknotice@thecooperlawfirm.com

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

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

Debtor's 9 Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Wells Fargo                     Credit card              62,212
PO Box 6426                                    (+ unknown amount)
Carol Stream, IL 60197-6426

Bank of America                 Credit card              36,900
PO Box 15710
Wilmington, DE 19886-5710

Amex Business                   Credit card              29,112
American Express                               (+ unknown amount)
PO Box 650448
Dallas, TX 7526-0448

Quixtar MBNA                    Credit card              21,000

Advanta Business                Credit card              15,100

Citibank Card                   Credit card              12,043

MBNA                            Credit card              11,055

Chase Bankcard                  Credit card               6,423

San Diego County Credit Union   Credit card               6,100

Bank of America                 Credit card               6,017

Discover                        Credit card               5,063


CORPORATE EXPRESS US: Moody's to Review B2 Sr. Subordinate Rating
-----------------------------------------------------------------
Moody's Investors Service put the ratings of Corporate Express
N.V. (CFR at Ba3) under review with direction uncertain. The
rating action follows the recent announcements that:

     (i) Staples Inc. (rated Baa1 under review for possible
         downgrade by Moody's) launched an unsolicited public
         offer of EUR8.00 per ordinary share in cash for Corporate
         Express, and

    (ii) Corporate Express announced a business combination with
         Lyreco SAS (unrated by Moody's), in which Corporate
         Express acquires Lyreco for 102.5 million new ordinary
         shares of Corporate Express and Eur900 million in cash
         and vendor notes, subject amongst other things to
         approval by Corporate Express' shareholders.

Moody's believes that shareholders will over the coming weeks
consider the merits of the two transactions. Corporate Express
expects to convene a shareholders' EGM to approve the Lyreco
transaction during the second half of June and the initial
acceptance period for Staples' offer runs out on June 27. It
appears that under the terms of the offer document Staples would
not be bound by its offer if the Lyreco transaction becomes
binding for Corporate Express.

Moody's views the unsolicited offer from Staples as an important
incremental step in Staples' ongoing effort to acquire Corporate
Express. Should shareholders eventually accept Staples' offer and
Corporate Express' debt remain outstanding, Moody's will evaluate
the level of Staples' explicit or implicit support for Corporate
Express' notes and adjust the rating as warranted. Moody's notes
that the Lyreco transaction has been structured by the company
with the intent to maintain the current Ba3 CFR. The rating agency
believes that there is a good chance that this objective can be
achieved. However, depending on Moody's review of the equity
characteristics of the vendor loan and the near-term operating
environment for the combined entity, pressure on the outlook could
ensue.

Ratings under review are:

Corporate Express NV:

   * Corporate Family Rating: Ba3
   * Sr Sec Bank Credit Facility -Dom Curr: Ba2
   * Bkd Subordinate -Dom Curr: B2

Buhrmann US Inc. (now Corporate Express US Finance Inc.) :

   * Bkd Senior Subordinate: B2

Corporate Express N.V. headquartered in Amsterdam, The
Netherlands, is an international business-to-business services and
distribution group, supplying office products and graphics systems
and related services to the business market. The company reported
net sales revenue of EUR5,631 million in the year to 31 December
2007.


CALFRAC WELL: S&P Affirms 'B+' Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Calgary, Alberta-based Calfrac Well
Services Ltd. The outlook is stable.
     
Standard & Poor's also affirmed the 'B+' senior unsecured debt
rating on Calfrac Holdings L.P.  The '3' recovery rating on the
senior unsecured debt was unchanged, indicating an expectation for
meaningful (50%-70%) recovery in the event of a payment default.
     
"The affirmation follows our review of Calfrac's consolidated
business risk and financial risk profiles, which remains
consistent with the 'B+' rating," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "The company's conservative balance
sheet, and its ability to generate consistent and strong EBITDA
margins, have resulted in the financial risk profile being
stronger than the business risk profile, which itself is limited
by the company's participation in the cyclical oilfield services
sector and the high competition level in a fragmented market," Ms.
Koutsoukis added.
     
Calfrac is an oilfield services provider to exploration and
production companies in western Canada, the Rocky Mountains,
Oklahoma, Arkansas, Mexico, Argentina, and Russia.  It provides
fracturing and well stimulation services to the oil and gas
industry, which increase the production of hydrocarbons from
wells.  It provides both conventional hydraulic fracturing and
hydraulic fracturing to produce natural gas found in coal, also
known as coal bed methane fracturing.  Calfrac also offers
stimulation, coiled tubing, acidizing, nitrogen, and cementing
services.
     
The stable outlook reflects S&P's expectation that Calfrac will
continue to fund its planned initiatives largely through
internally generated cash flows, without deviating from financial
polices or deteriorating cash flow protection metrics.  An outlook
revision to positive would depend on Calfrac improving its
business risk profile by further strengthening the diversity of
its operations, specifically in the U.S.; generating competitive
margins in new markets; and maintaining its margins and market
position in western Canada.  At present, the company's business
risk profile is weaker than its financial risk profile;
strengthening the business risk profile while maintaining the
financial risk profile could lead to an upgrade.

Although not likely in the near-to-medium term, a negative rating
action could occur if the company's financial risk profile were to
weaken more quickly than those of its peers, as a result of a
market slowdown or industry overbuild, or if total debt-to-EBITDA
were to reach more than 2.5x.


CALPINE CORP: Kenneth Derr to Resign as Calpine's Board Member
--------------------------------------------------------------
Calpine Corporation reported that Kenneth Derr has notified the
Company of his intention to resign as a director.

Mr. Derr tendered his resignation in order to focus his time and
energies on other business and personal matters.  With Mr. Derr's
resignation, the Board of Directors will have eight members.

"We thank [Mr. Derr] for his steadfast service and for his many
contributions to the Board and to the Company, especially during
our very successful reorganization," said William J. Patterson,
Chairman of Calpine's Board of Directors.  "He is a talented
colleague who stepped forward in a time of great need for Calpine
and brought valuable and extensive experience to the Company. We
wish him well in all of his future endeavors."

Mr. Derr was Chairman of the Board of Calpine from November 2005
until January 2008 and has been a Calpine director since May
2001.  In addition, Mr. Derr served as Acting CEO prior to the
tenure of current CEO Robert P. May.  Mr. Derr retired as the
Chairman and Chief Executive Officer of Chevron Corporation in
1999, a position that he held since 1989, after a 39-year career
with the company.

"It has been an honor and a privilege to have served as a director
of Calpine and to have helped guide the Company as it regained its
strong footing," said Mr. Derr. "I believe that Calpine is well
positioned for the future and I wish them every success."

                     About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CAMBIUM LEARNING: Fin'l Statements Delay Cues S&P's Ratings Cut
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Natick,
Massachusetts-based Cambium Learning Inc., including its corporate
credit rating, to 'B-' from 'B'.  Ratings remain on CreditWatch
with negative implications, where they were placed on Dec. 6,
2007.  Cambium had total debt of $191 million at March 31, 2008.
     
"The downgrade reflects the company's delay in delivering its
financial statements for the year ended Dec. 31, 2007, and weak
operating performance, which may impair liquidity," explained
Standard & Poor's credit analyst Hal F. Diamond.  The delay
results from the alleged theft of several million dollars from
Cambium over the past few years by the company's former budget
director.  The company has received a limited waiver and amendment
for the extension of covenant requirements for financial statement
reporting from its banks until July 15, 2008.  A continued delay
in filing could lead to an event of default unless the company
receives subsequent extensions.
     
"We will resolve the CreditWatch listing," added Mr. Diamond,
"pending a review of the company's operations, cash flow, and
liquidity following the delivery of its audited financials and our
review of the filings."     


CEDAR FUNDING: Owner to Put Firm Under Chapter 11 Protection
------------------------------------------------------------
David Nilsen, owner of real estate investor Cedar Funding, told
the Monterey Herald that he intends to file for Chapter 11
protection in order to shield the company a while from civil
lawsuits coming from its own investors.

These investors, the Monterey Herald relates, have been accusing
Mr. Nilsen of fraud, of mishandling of finances, making insider
loans, and even employing Ponzi schemes in the company's
operations.  These problems have been compounded by regulatory
crackdowns.

Mr. Nilsen repudiates these claims, says the Monterey Herald.  He
insists that he hasn't done any fraudulent activity, and he even
shifts the blame to his opponents' counsel, as the Herald notes.  
According to him, the controversies came when investors and
regulators began to get worried as a result of the country's
credit and mortgage crisis.  He further added that these investors
are actually protected by various real estate interests.

"They don't need attorneys. . . [A]ll they need is patience," the
Monterey Herald quotes Mr. Nilsen as saying.

He explained that bringing the company into a Chapter 11 ordeal
would shrink the investors' interests by as much as 75 percent and
would rack up more professional fees.  The Herald notes that a bid
had been put up for a receiver to control the company's
$160 million loan portfolio.

A majority of the company's investors however, are not ready to
put the company into receivership, Mr. Nilsen admitted.

Based in Monterey, California, Cedar Funding handles a complete
range of loans, including residential, income properties,
commercial and land.  These loans are funded with both
institutional and private funds.  The company specializes in
aggressive growth investments and handles over 8 million dollars
in investor funds.


CFM U.S.: Gets Final Court Approval to Use Lender's $8 Mil. Loan
----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized CFM U.S. Corporation and CFM
Majestic U.S. Holdings Inc. to obtain, on a final basis, up to
$8,000,000 -- including a $500,000 letter of credit subfacility --
under a senior secured debtor-in-possession revolving credit
facility with Bank of Montreal, as lender.

As reported in the Troubled Company Reporter on April 17, 2008,
Judge Carey gave the Debtors permission to access, on an interim
basis, the DIP credit facility of the lender.

The Debtors said the DIP loan will terminate on June 30, 2008.  
The loan agreement contains conditional and appropriate events of
default.

Amanda M. Winfree, Esq., at Ashby & Geddes, P.A., said the
DIP loan is subject to a $260,000 carve-out for payments to
professional advisors to the Debtors and any statutory committee
appointed in these cases; and the U.S. Trustee and Clerk of Court
fees.  The Debtors will pay a host of fees including a non-
refundable commitment fee of $150,000, noted Ms. Winfree.

To secure all obligations, the lender is granted superpriority
administrative claims on overall other costs and expenses of
administration of any kind as adequate protection.

All obligations of the Debtors are unconditionally guaranteed
by each subsidiary of the Debtors -- including CFM U.S., CFM
Holdings, CFM Canada, 2089451 Ontario Limited and Temcomex, S.A.
de C.V. -- according to the DIP agreement.

The Debtors said that they owed approximately $25,000,000 to the
lender under a prepetition credit agreement dated Nov. 21, 2007,
as amended.

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
assets of between $50 million and $100 million and debts of
between $100 million and $500 million.


CFM U.S.: U.S. Trustee Selects Seven-Member Creditors Committee
---------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in the Chapter 11
bankruptcy proceedings of CFM U.S. Corporation and CFM Majestic
U.S. Holdings Inc.

The creditors committee members are:

   1) Sheet M etal Workers' National Pension Fund
      Attn: Kenneth Colombo
      601 North Fairfax Street, Suite 425
      Alexandria, Virginia 22314
      Tel: (703) 739-7018
      Fax: (703) 683-0932

   2) Talyuen M anufacturing Ltd.
      Attn: Mr. Wing Chung Wong
      Unit 701-703, 7/F., Enterprise Square Two
      3 Sheung Yuet Road
      Kowloon Bay, Hong Kong
      Tel: (852) 2300-1263
      Fax: (852) 2388-7060

   3) Callisto Limited
      Attn: Fred Kandel
      101 Old M ill Road, Building 300
      Cartersville, Georgia 30120
      Tel: (770) 606-8903
      Fax: (770) 605-0469

   4) Macsteel Service Centers USA, Inc.
      Attn: Paul M. Gallaty
      888 San Clemente Drive, Suite 250
      Newport Beach, California 92660
      Tel: (949) 219-9702
      Fax: (949) 219-9703

   5) Specialty Gaskets, Inc.
      Attn: Steven A. Stefaniak
      6400 Shawson Drive, Suite 1
      Mississauga, Ontario L5T IL8
      Tel: (905) 564-0807
      Fax: (905) 564-4812

   6) Harbor Packaging, Inc.
      Attn: James K. Sorenson
      13100 Danielson Street
      Poway, California 92064
      Tel: (858) 513-1800
      Fax: (858) 513-0800

   7) Block Steel Corporation
      Attn: David B. Rabinowitz
      6101 W. Oakton
      Skokie, Illinois 60077
      Tel: (847) 966-3000
      Fax: (847) 583-7241

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

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
assets of between $50 million and $100 million and debts of
between $100 million and $500 million.


CHARYS HOLDING: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Charys Holding Co., Inc. submitted to the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities and statement of financial affairs, disclosing:

   Name of Schedule                    Assets     Liabilities
   ----------------                  ----------   -----------
   A. Real Property
   B. Personal Property                $818,880
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims
   E. Creditors Holding                           $57,763,130
      Unsecured Priority
      Claims
   F. Creditors Holding                          $228,653,430
      Unsecured Nonpriority
      Claims
                                     ----------   -----------
      TOTAL                            $818,880  $286,416,560

A full-text copy of the Debtor's schedules is available for free
at http://ResearchArchives.com/t/s?2c72

A full-text copy of the Debtor's statement of financial affairs is
available for free at http://ResearchArchives.com/t/s?2c73

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc.,--
http://www.charys.com/-- provides remediation & reconstruction  
and wireless communications & data infrastructure.  The company
and its Crochet & Borel Services, Inc. subsidiary filed for
Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Case No.08-
10289).  Chun I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble
Heath, Esq., at Richards, Layton & Finger, P.A., represent the
Debtors in their restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in these cases to date.


CHINA HUAREN: MS Group Expresses Going Concern Doubt
----------------------------------------------------
In an annual report filed with the U.S. Securities and Exchange
Commission, Edison-based MS Group CPA LLC raised substantial doubt
on the ability of China Huaren Organic Products, 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's subsidiary incurred a significant loss from
operations in the fourth quarter of year 2007 and had no sales
revenue in 2008.

In its annual report, the company disclosed that during the fourth
quarter of 2007, the sales revenue of its subsidiary, Jilin Huaren
Organic Product Co., Ltd., dropped down significantly and incurred
net loss.  The company added that Jilin Huaren had no sales
revenue in the first three months of 2008.

As of Dec. 31, 2007, the company had $76,658 cash and equivalents
and $4,521,106 of net trade receivables to fund short-term working
capital requirements, but these net trade receivables are all owed
by one debtor and had been outstanding for more than nine months.

The company posted a net income of $211,940 on total revenues of
$7,449,370 for the year ended Dec. 31, 2007, as compared with a
net income of $420,581 on total revenues of $2,188,146  in the
prior year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$10,656,418 in total assets, $1,753,069 in total liabilities, and
$8,903,349 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?2bdd

                        About China Huaren

China Huaren Organic Products, Inc., through its indirect wholly
owned subsidiary, Jilin Huaren Organic Product Co., Ltd.,
develops, produces, and sells a wide array of organic foods and
healthcare and cosmetic products.


CLARIENT INC: Jim Agnello to Resign as Chief Financial Officer
--------------------------------------------------------------
Clarient, Inc. disclosed that its Senior Vice President and Chief
Financial Officer, Jim Agnello, will step down from that position.
Mr. Agnello is expected to continue to serve as Chief Financial
Officer until his successor is appointed and to remain with the
company as an employee or consultant for a transitional period.

Commenting on Jim's resignation, Clarient CEO Ron Andrews said,
"[Mr. Agnello] came into a challenging environment two years ago
and has established a financial infrastructure upon which we can
now build. I would like to thank [Mr. Agnello] for his efforts to
move us closer to profitability as demonstrated by our recent
achievements in the first quarter of 2008.  [Mr. Agnello] has also
been influential in building an underlying culture which has been
instrumental in sustaining our growth. We anticipate that we will
be in a position to announce [his] successor in the near future,
and we appreciate [his] commitment to stay on to help ensure a
seamless transition. We wish [him] the very best in his future
endeavors."

                      Substantial Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
KPMG LLP in Costa Mesa, Calif., raised substantial doubt about
Clarient, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses, negative cash flows from
operations, and working capital and net capital deficiencies.

In addition, KPMG said it is not probable that the company can
remain in compliance with the restrictive monthly financial
covenant in its bank credit facility.  For the year ended
Dec. 31, 2007, the company posted an $8,757,000 net loss on
$42,995,000 of revenues as compared with a $16,135,000 net loss on
$27,723,000 of revenues for the same period in 2006.  At Dec. 31,
2007, the company's balance showed $26,881,000 in total assets and
$31,670,000 in total liabilities, resulting in a
$4,789,000 stockholders' deficit.  The company's balance sheet at
Dec. 31, 2007, also showed strained liquidity with $15,545,000 in
total current assets available to pay $26,665,000 in total current
liabilities.

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Clarient's balance sheet as of March 31, 2008, showed
total assets of $30.2 million and total liabilities of
$32.7 million, resulting in total stockholders' deficit of $2.5
million.

                         About Clarient

Based in Aliso Viejo, Calif., Clarient, Inc. (NASDAQ: CLRT) --
http://www.clarientinc.com/-- is a comprehensive cancer   
diagnostic company providing cellular assessment and cancer
characterization to three major customer groups: community
pathologists, academic researchers and university hospitals, and
bio pharmaceutical companies.


COMMUNICATION INTELLIGENCE: GHP Horwath Raises Going Concern Doubt
------------------------------------------------------------------
Denver-based GHP Horwath, P.C., raised substantial doubt on the
ability of Communication Intelligence Corporation to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed to the
company's significant recurring operating losses and accumulated
deficit.

The company posted a net loss of $3,399,000 on total revenues of
$2,145,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $3,286,000 on total revenues of $2,342,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $6,475,000 in
total assets, $2,694,000 in total liabilities, and $3,781,000 in
total stockholders' equity.
  
The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $1,731,000 in total current assets
available to pay $2,598,000 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?293a

                  About Communication Intelligence

Founded in 1981 and headquartered in Redwood Shores, Calif.,
Communication Intelligence Corporation (OTC BB: CICI.OB) --
http://www.cic.com/-- and its joint venture, Communication  
Intelligence Computer Corporation, develops and markets  
electronic signature solutions and biometric signature
verification for business process automation in the financial
industry worldwide.  The company also supplies natural input/text
entry software for handheld computers and smartphones.  It
supplies its core technologies in two categories, Transaction and
Communication Enabling Technologies, and Natural Input
Technologies.  The company's products include SignatureOne, iSign,
and Jot multi-lingual handwriting recognition software.


DELTA FINANCIAL: Former Workers Sue for Unpaid Overtime, Damages
----------------------------------------------------------------
Douglas Pontius, Gina Young, Steven Feldman and the 242 other
former employees of Debtors Delta Financial Corporation and Delta
Funding Corporation, have commenced an adversary proceeding to
recover unpaid overtime wages and pursue payment for related
damages.

The Former Employees had sought and obtained the permission of the
U.S. Bankruptcy Court for the District of Delaware to file an
adversary proceeding to assert collective action claims or class
action claims against the Debtors under the Fair Labor Standards
Act and equivalent state law for overtime wages and benefits.

The Former Employees consist of:

   1. the 178 former employees that are part of an action for
      overtime wages claims, under the FLSA, in the United States
      District Court for the Western District of Pennsylvania in
      2004;

   2. the 58 former employees that are part of an action for
      overtime wages claims, under the FLSA and the state laws of
      New York and Ohio, in the U.S. District Court for the
      Eastern District of New York in 2007; and

   3. nine other members joined the Classes after the Petition
      Date.

The Former Employees sought damages and attorneys' fees:

   Action                    Damages Sought   Attorneys' Fees
   ------                    --------------   ---------------
   Pennsylvania Action           $2,362,229          $640,533
   New York Action                1,826,200            75,427
   Postpetition Plaintiffs          259,018            14,267

As ruled by the Bankruptcy Court, the Former Employees will
dismiss the Pennsylvania Action and the New York Action following
the commencement of the Adversary Proceeding.  The dismissal of
the Actions will not prejudice the rights of the Former
Employees, the FLSA claimants, the Official Committee of
Unsecured Creditors or the Debtors in any way.

                        The Class Actions

The Adversary Proceeding involves two class actions -- the New
York Class Action and the Ohio Class Action.

The New York Class is defined as all persons who were employed by
the Delta Financial and Delta Funding as loan officers in the
State of New York between August 21, 2001, and the Petition Date
and worked more than 40 hours in any week during the Period
without overtime compensation.

The New York Class representative is Mr. Feldman.  The Former
Employees believe Delta Financial and Delta Funding employed no
less than 100 loan officers at their New York branch offices
during the Period.

The Ohio Class is defined as all persons who were employed by
Delta Financial and Delta Funding as loan officers in the State
of Ohio between August 21, 2005 and the Petition Date and worked
more than 40 hours in any week during the Period without overtime
compensation.

The Ohio Class representative is Ms. Young.  The Former Employees
believe that Delta Financial and Delta Funding employed at least
100 loan officers in their Ohio branch offices during the Period

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Delaware, contends Delta Financial and Delta Funding improperly
classified the Former Employees as exception to overtime wage
provisions of the FLSA.  Delta Financial and Delta Funding
directed the Former Employees to work in excess of 40 hours per
week.  The Former Employees customarily did so, he asserts.

Under the FLSA, the New York Labor Law and the Ohio Minimum Fair
Wage Standards Law, the overtime rate is one and one half times
the employees hourly pay rate, Mr. Loizides says.

Delta Financial and Delta Funding are liable, under the Ohio
Revenue Code, to the Ohio Class for liquidated damages in an
amount equal to six percent of the wages, or $200, whichever is
greater, Mr. Loizides adds.

The Former Employees, on behalf of the FLSA claimants, ask the
Court to grant, among others:

   1. a priority claim in favor of all Former Employees that
      worked for Delta Financial and Delta Funding within 180
      days of the Petition Date equal to their unpaid overtime
      wages;

   2. judgment against Delta Financial and Delta Funding for an
      amount equal to the Former Employees' unpaid back wages at
      the applicable overtime rate;

   3. an equal amount to the overtime wage damages as liquidated
      damages; and

   4. judgment against Delta Financial and Delta Funding that
      their violations of the FLSA were willful.

Ms. Young and Mr. Feldman, on behalf of their Classes, ask the
Court to certify their Class Actions, and appoint them to
represent their Classes.

                 About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  It has $19,954,295 in assets
and $12,842,277 in debts as of March 31, 2008.  The Debtors'
petition listed D.B. Structured Products Inc. as their largest
unsecured creditor holding a $19,500,000 claim.  The Court
extended until June 16, 2008, the period during which the Debtors
have the exclusive right to file a plan of reorganization or
liquidation.  (Delta Financial Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000).


DELTA FINANCIAL: Former Employees Seek Claim Filing Extension
-------------------------------------------------------------
Douglas Pontius, Gina Young, Steven Feldman and the group of 242
former employees of Delta Financial Corp. and its debtor-
affiliates ask the U.S. Bakruptcy Court for the District of
Delaware for two more weeks to file the proof of claim as directed
by the Court.

The Court had permitted Pontius, et al. to file an adversary
proceeding to assert class action claims against the Debtors.  In
connection with the Court's grant, the Court directed Pontius, et
al. to file, on or before May 2, a single claim for all overtime
claims that are subject to or putatively subject to the Adversary
Proceeding.

Pontius, et al. timely filed the proof of claim.  However,
Pontius, et al, were not able to submit original signatures from
the lead plaintiffs Ms. Young and Messrs. Pontius and Feldman.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Delaware, relates it is not clear whether Pontius, et al. are
required to obtain original signatures from Debtors.  He says the
Court's order is silent on the issue, and as a class proof of
claim is involved, it is not entirely clear that client
signatures are required.  Under the Court's order, the claims
asserted in the Proof of Claim are to be adjudicated in the
Adversary Proceeding.

                 About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  It has $19,954,295 in assets
and $12,842,277 in debts as of March 31, 2008.  The Debtors'
petition listed D.B. Structured Products Inc. as their largest
unsecured creditor holding a $19,500,000 claim.  The Court
extended until June 16, 2008, the period during which the Debtors
have the exclusive right to file a plan of reorganization or
liquidation.  (Delta Financial Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000).


DELTA FINANCIAL: Court Okays Incentive Plan for Remaining Workers
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
incentive plan designed to compensate five employees left to help
wind down to operations of Delta Financial Corp. and its debtor-
affiliates.

After streamlining their workforce, the Debtors have been
effectively employing only five employees who are needed to help
wind down the Debtors' operations and held with the claims review
and implementation of a liquidating Chapter 11 plan.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, related that employee morale is understandably low and
an incentive plan is necessary to ensure the Debtors have the
staffing necessary to efficiently and timely achieve their
objectives in Chapter 11.

Pursuant to Section 503(c)(3) of the Bankruptcy Code, the Debtors
asked the Court to approve an incentive plan designed to
compensate the five employees, subject to these performance
objectives:

   (a) converting the Debtors' accounting system to a computer-
       based system;

   (b) winding down the employee benefit plans;

   (c) filing tax returns that will seek refunds;

   (d) filing a plan of liquidation or reorganization; and

   (e) providing information and documentation sufficient to
       support claim determinations.

The payments under the Incentive Plan are contingent on the
employees satisfying quantifiable objectives that the Debtors
designed to move the estate through the bankruptcy process,
ensuring that the employees are held accountable.

The total amount the Debtors would pay to the five employees
combined will not exceed $165,000.  The amount is far less than
the estate would have to pay if the Debtors' professionals will
be the one to perform the additional responsibilities,
Mr. Carignan says.

The proposed bonuses in the Incentive Plan are equal to 33% of
each Plan Employee's salary from December 17, 2007 through
August 1, 2008.  The Debtors will pay the bonus within five days
after the Plan Employee's termination.

To receive their Incentive Payments, Plan Employees should remain
employed through the later of (a) the filing of a plan of
reorganization or liquidation or (b) August 1, 2008.  The Debtors
will not require Plan Employees to remain with them beyond
August 15, 2008, to receive their Incentive Payment, even if a
plan of reorganization or liquidation is not filed by that time.  
The Debtors intend to file a plan of liquidation before
August 1, 2008.

                 About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  It has $19,954,295 in assets
and $12,842,277 in debts as of March 31, 2008.  The Debtors'
petition listed D.B. Structured Products Inc. as their largest
unsecured creditor holding a $19,500,000 claim.  The Court
extended until June 16, 2008, the period during which the Debtors
have the exclusive right to file a plan of reorganization or
liquidation.  (Delta Financial Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000).


DIAMOND CREEK: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diamond Creek Partners, Ltd.
        130 Diamond Creek Pl., Ste. 1
        Roseville, CA 95747

Bankruptcy Case No.: 08-25342

Type of Business: The Debtor is a land developer.

Chapter 11 Petition Date: May 25, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: George C. Hollister, Esq.
                  655 University Ave., Ste. 200
                  Sacramento, CA 95825
                  Tel: (916) 488-3400

Total Assets: $50 million to $100 million

Total Debts:    $1 million to $10 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Jane Crocker                   $5,501,728
151 Glenwood Ave.
Atherton, CA 94027

The Sackheim Trust             $1,200,000
Attn: Babette Sackheim
134 Lansdowne Drive
Madison, AL 35758

Norman Mackay                  $685,754
2500 El Camino Real, Ste. 210
Palo Alto, CA 94306-1791

Misty Dailey                   $576,729
9354 Ringe Circle
Elk Grove, CA 95624

Norman Mackay                  $518,247
2500 El Camino Real, Ste. 210
Palo Alto, CA 94306-1791

Centex Homes, Inc.             $500,000
Attn: George Rudolf, Esq.
2050 Main St., Ste. 600
Irvine, CA 92614

Larry Buckle                   $250,000
1541 10th Ave.
Sacramento, CA 95818

Trust Co. of America           $150,000

Placer County Tax Collector    $60,670

Hefner Stark & Marois          $60,491

Standard Pacific Homes         $15,000


DIAMOND CREEK: Files for Ch. 11 After Lender Attempts Foreclosure
-----------------------------------------------------------------
Diamond Creek Partners Ltd. filed for Chapter 11 protection with
the U.S. Bankruptcy Court for the Eastern District of California,
the Granite Bay reports.

The bankruptcy filing was intended to stop its main secured
lender, Umpqua, from foreclosing on its 31-acre village project in
Roseville, California, relates the Granite Bay.  Umpqua wanted to
recover $26.9 million it loaned to the Debtor.  That loan already
became due, says Granite Bay.

Stephen Des Jardin, the developer and owner of Diamond Creek, told
the Granite Bay that it was trying to refinance that debt when
Umpqua "unfortunately behaved that way."

According to Granite Bay, the Debtor has until July 24 to file its
plan of reorganization.

Based in Roseville, California, Diamond Creek Partners Ltd.
develops real estate property.


DIAMOND GLASS: Extends by Two Weeks All Bid & Auction Deadlines
---------------------------------------------------------------
Diamond Glass Inc. said that in response to requests from
potential bidders for additional time to conduct due diligence in
the sale of substantially all of its assets and that of DT
Subsidiary Corp., it agreed to extend for two weeks all deadlines
for submitting bids and participating in the auction.

Under the new schedule:

     (a) letters of intent will be due on June 10,

     (b) bids will be due 12 noon on Tuesday, June 17,

     (c) the auction will be conducted beginning at 9 a.m. at the
         offices of Young, Conaway, Stargatt & Taylor in
         Wilmington, Delaware on Thursday, June 19, and

     (d) the sale hearing will be held on Friday, June 20 at 1
         p.m. in the United States Bankruptcy Court for the
         District of Delaware.

The new schedule, reflected in an agreed order submitted in the
Company's chapter 11 case, also resolves a motion filed under seal
by Belron International Limited and Belron US Inc. seeking to have
the Court order a similar extension. Belron filed its motion after
the Company initially refused Belron's request to extend the
deadlines.

"Although we did not want to delay the auction, we changed our
position after determining that other potential bidders could make
good use of the additional time, and that no bidders were seeking
to delay the June 30 closing date," Company President Bill
Cogswell explained. The Company's debtor-in-possession financing
facility expires on June 30. Thus, a delayed closing would have
raised financial issues for the Company's operations in July.

As previously reported by the Troubled Company Reporter on
April 30, 2008, the Court approved proposed bidding procedures for
the sale of substantially all of the assets of Diamond Glass Inc.
and DT Subsidiary Corp.

As reported in the TCR on April 22, 2008, the Debtors, in
consultation with its financial advisor NatCity Investments Inc.,
considered a number of potential sales and restructuring
alternatives in order to develop a plan that would maximize value
for their creditors and to ensure survivability.  

On the bankruptcy filing date, the Debtors entered into an asset
purchase agreement with a stalking horse bidder under which the
bidder would acquire substantially all of the Debtors' assets.  
Pursuant to the purchase agreement, the stalking horse bidder
agreed to provide consideration for the assets equal to
$34 million in the form of a credit bid, plus assumed liabilities.

The Debtors explained that, in order to participate in the bidding
process, a person or entity interested in all or portions of the
assets must first deliver to the Debtors an executed
confidentiality agreement.

Qualified competing bids must be sent to the offices of Young
Conaway Stargatt & Taylor, The Brandywine Building, 1000 West
Street, 17th Floor, in Wilmington, Delaware.

All bids must be submitted to these parties:

      Diamond Glass Inc.
      Attn: William Cogswell, President
      220 Division Street
      Kingston, PA 18704

            -- or --

      Foley & Lardner LLP
      Attn: Michael P. Richman, Esq.
      90 Park Avenue
      New York, NY 10016

            -- or --

      Young Conaway Stargatt & Taylor LLP
      Attn: Michael Nestor, Esq.
      The Brandywine Building
      1000 West Street, 17th Floor
      Wilmington, DE 19801

                       About Diamond Glass

Based in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and    
http://www.daimondtriumphglass.com/-- is a provider of automotive  
glass replacement and repair services.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy
protection, they listed assets of between $10 million and
$50 million and debts of between $100 million and $500 million.


EARTH BIOFUELS: March 31 Balance Sheet Upside-Down by $63 Million
-----------------------------------------------------------------
Earth Biofuels Inc.'s consolidated balance sheet at March 31,
2008, showed $76.9 million in total assets, $139.8 million in
total liabilities, $135,000 in redeemable preferred stock
liability, resulting in a $63.0 million total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3.8 million in total current
assets available to pay $139.8 million in total current
liabilities.

The company reported a net loss of $9.7 million, on sales revenue
of $7.4 million for the first quarter ended March 31, 2008,
compared with a net loss of $25.7 million, on sales revenue of
$6.6 million in the same period a year ago.

The increase in total revenue is primarily the result of increased
sales of liquified natural gas, due to new contracts obtained
during 2007.

Cost of sales for the three months ended March 31, 2008, decreased
$300,000, or 5.0%, to approximately $6.0 million from
approximately $6.3 million for 2007.  Cost of goods sold is mainly
affected by the cost of biodiesel, vegetable oil, natural gas and
other raw materials.  The decrease in cost of sales is primarily
the result of decreased sales of biodiesel, and resulting decrease
in purchases of feedstock.  

Compensation for the three months ended March 31, 2008, decreased
approximately $3.1 million, or 61.0%, related primarily to
reduction in work force and reduction in the company's shares
issued to employees in 2008.  

Other selling, general and administrative expenses for the three
months ended March 31, 2008, decreased approximately $100,000 from
approximately $3.4 million for the same period in 2007.  

Depreciation and amortization for the three months ended March 31,
2008, decreased to $677,000 from $952,000 for the same period in
2007.  The decrease in depreciation and amortization is related
primarily to purchases of plant and equipment.

Interest expense related primarily to term debt facilities for the
three months ended March 31, 2008, was approximately $5.2 million.

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?2c6d

                     Going Concern Disclaimer

Montgomery Coscia Greilich LLP, in Plano, Tex., expressed
substantial doubt about Earth Biofuels Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.

Earth Biofuels Inc. has limited financial resources.  The company
also has an accumulated deficit of $213.9 million, negative
current ratios and negative tangible net worth at March 31, 2008.  

                       About Earth Biofuels

Headquartered in Dallas, Texas, Earth Biofuels Inc. (OTC BB: EBPF)
-- http://www.earthbiofuels.com/-- is engaged in the domestic  
production, supply and distribution of alternative based fuels
consisting of biodiesel and liquid natural gas.  Biodiesel is a
non-toxic biodegradable diesel fuel made from soybean and other
vegetable oils, and used recycled oils and fats.  Earth utilizes
vegetable oils such as soy and canola oil as raw material for the
production of biodiesel fuel.  

Earth also produces and distributes liquefied natural gas, which
is natural gas in its liquid form.  Liquid natural gas is  
primarily methane with only small amounts of other hydrocarbons.


EL PASO: Prices $600 Million Offering of 7.25% Senior Notes
-----------------------------------------------------------
El Paso Corporation priced its pubic offering of $600 million of
senior notes due June 1, 2018, with a coupon of 7.25%.  El Paso
expects closing to occur on May 30, 2008.  The notes were offered
under El Paso's shelf registration statement.

Net proceeds from the offering will be approximately $595 million.
El Paso plans to use the net proceeds from the sale of the notes
for general corporate purposes, including the repayment of debt
maturing during the remainder of 2008.

Pending the use of the proceeds for other purposes, El Paso
intends to apply the net proceeds to reduce outstanding borrowings
under El Paso's revolving credit facility and under the revolving
credit facility of El Paso's subsidiary, El Paso Exploration &
Production Company.

Upon issuance, the notes will be senior unsecured obligations of
El Paso and will rank equally in right of payment with other
existing and future unsecured senior indebtedness of El Paso.  The
notes will not be guaranteed by any of El Paso's subsidiaries or
unconsolidated affiliates.

The offering is being made only by means of a prospectus and
related prospectus supplement, a copy of which may be obtained
from:

     Deutsche Bank Securities Inc.
     No. 60 Wall Street
     New York, NY 10005
     Tel (800) 503-4611

                          About El Paso  

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/-- provides natural gas and related energy
products.  El Paso owns North America's largest interstate natural
gas pipeline system and one of North America's largest independent
natural gas producers.

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $1.71 billion in total assets available to
pay $2.41 billion in total current liabilities.


EL PASO: Moody's Affirms Ba3 Ratings; Outlook Remains Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family (CFR)
and probability of default ratings (PDR) for El Paso Corporation
(EP, the parent company), the Ba1 (LGD 2, 26%) secured credit
facility rating, and the Baa3 rating for all four of its majority-
owned pipeline subsidiaries (El Paso Natural Gas company, Southern
Natural Gas, Tennessee Gas Pipeline Company, and Colorado
Interstate Gas Company). Simultaneously, Moody's assigned a Ba3
(LGD 4, 51%) rating to EP's proposed $500 million notes offering
while affirming the Ba3 (LGD 4, 51%) ratings on the existing
senior notes at the parent. The outlook remains positive.

Proceeds from the new notes offering will be used to repay
revolver borrowings under EP's $1.5 billion corporate revolver,
repay a portion of the outstandings under the company's revolver
at El Paso Exploration and Production (EPEP), and refinance
maturing debt.

The outlook remains positive, reflecting the company's progress in
reducing its consolidated leverage and the continued improvement
in its overall credit metrics. While the company has achieved some
of the targeted metrics required for an upgrade, Moody's believes
the momentum for an upgrade has slowed a bit as a result of the
company's desire to carry higher levels of debt than originally
expected when the positive outlook was assigned. The momentum for
an upgrade has also been slowed due to very heavy capital spending
plans at both the E&P and pipelines businesses. Combined with the
increase in its stock dividend and announced stock repurchase
authorization for $300 million (if actually executed), the company
may end up outspending cash flow for 2008 and possibly in 2009,
depending on commodity prices. Further, the positive outlook
reflects the need to see a trend of organic operating performance
and capital productivity from the company's reconfigured E&P
property base. While reserves and production grew in 2007, a large
part of that was the result of the People's acquisition, and
therefore is not a clear indicator of organic performance.

An upgrade would likely occur if the company maintains its high
1.0x EBIT/Interest metric while demonstrating that the significant
spending for the E&P (EPEP) business has resulted in solid capital
productivity evidenced by sound reserve replacement at competitive
costs, while also mounting consistent sequential quarterly
production gains. Barring any acquisition activity, 2008 year-end
results will provide a good indication of the company's overall
capital productivity on the reconfigured property base following
the People's acquisition completed in 2007, the Texas Gulf Coast
asset sale in 2008 and the growing emphasis on the international
segment, which is expected to be the recipient of approximately
21% of the 2008 E&P capex.

An upgrade would also consider the company's spending plans for
2009 and whether it would result in the outspending of cash flow
and the nature in which it would be funded. The company has
indicated that it has about $4.0 billion of committed projects in
the backlog for its pipeline business, with the possibility of it
growing. Moody's also notes that some of these projects may not
ultimately go forward due to competitive reasons or sharp cost
escalation.

However, if the company incurs additional debt to fund its 2008
capital spending or to fund any equity repurchases, it could
result in the outlook reverting back to stable. A move to stable
outlook would also be considered if the spending plan for 2009
indicates a sharp rise in debt funding to build out some of the
pipeline projects, or if the E&P business is unable to mount
positive momentum despite the high amount of capital being
deployed to it this year.

The affirmation of the Ba3 CFR reflects the company's overall
scale and diversification of the both the pipeline and E&P
businesses. The pipeline business consists of a substantial
network of regulated gas pipelines which is connected to most of
the major markets throughout the country. The pipeline
subsidiaries, which are rated Baa3 by Moody's, provide a much more
stable part of the company's earnings than the E&P, which is
essential for the ratings given the still high level of parent
level debt (more than $6.0 billion pro forma for the notes
offering). The company also benefits from the cash flows generated
by its 66.8% owned Master Limited Partnership (MLP), El Paso
Pipeline Partners, LP. and the ability to sell assets to the MLP
and raise cash for capital spending and/or debt reduction.

The Ba3 rating also considers the higher risk profile of the E&P
business and its growing contribution to EP's consolidated
earnings and cash flows. On a stand-alone basis, Moody's views the
E&P business as a strong B1 profile under Moody's E&P methodology
and is expected to generate more than 50% of earnings and cash
flows. Although the company has reconfigured its property base to
what may be a more durable productive base, it is a bit too early
to tell if the organic production and capital productivity trends
are sustainable, especially in the face of a $1.7 billion spending
plan for 2008.

The SGL-3 reflects the expectation that the company will outspend
its cash flow over the next four quarters to fund its aggressive
capital spending program. The level of outspend could be higher if
commodity prices were to moderate during the year. The SGL-3 also
reflects the availability under the company's $1.5 billion
revolving credit facility at the parent, which is expected to be
largely undrawn at close of the notes offering and be available
for capex funding prior to any additional asset drop downs to the
MLP, and the expectation that EP will remain well within the
facilities maintenance covenants.

El Paso Corporation is headquartered in Houston, Texas.


EL PASO: Fitch Rates Proposed $500MM Unsecured Sr. Notes BB+
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to El Paso's Corp.'s
proposed issuance of $500 million in unsecured senior notes.
Proceeds from the issuance will be used for general corporate
purposes, including the repayment of debt maturing during the
remainder of 2008.  In addition, El Paso intends to apply the net
proceeds to reduce outstanding borrowings under its revolving
credit facility and under the revolving credit facility of its El
Paso Exploration & Production Co. subsidiary.  El Paso's Outlook
remains Stable.

El Paso's ratings reflect the consistency in the company's credit
profile given the improvements at the company's upstream business
and the cash flow stability and risk profile benefits derived from
its pipeline portfolio.  Upstream operations continue to benefit
from robust commodity prices providing the backdrop for strong
performance over the near term.  Pipeline operations have
continued to produce stable EBITDA and cash flows and materially
enhance the consolidated credit profile and El Paso's ratings.  
Capital expenditure requirements remain significant, and longer-
term credit considerations will likely revolve around the cash
flow trends and operating performance of the subsidiary
businesses.

El Paso owns North America's largest interstate natural gas
pipeline network comprised of approximately 44,000 miles of pipe,
220 Bcf of storage capacity, and an LNG import facility with 1.2
Bcf per day of send-out capacity.  The upstream operations are
focused on exploration, development and production of natural gas,
oil, and NGLs in the U.S., Brazil and Egypt.  At year end 2007,
the E&P business held 3.1 Tcfe of proved natural gas and oil
reserves.


EL PASO: S&P Puts 'BB-' Rating on $500MM Senior Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to El
Paso Corp.'s issuance of $500 million of senior unsecured notes.  
The outlook is positive.  In addition, Standard & Poor's assigned
the senior unsecured notes a '5' recovery rating.  The '5'
recovery rating indicates that lenders can expect modest (10%-30%)
recovery in the event of a payment default.
     
As of March 31, 2008, El Paso had $12.7 billion of total debt.
     
"The ratings on El Paso reflect a satisfactory overall business
risk profile, which includes the stability of the company's
interstate natural gas pipeline systems, somewhat offset by the
risks associated with its exploration and production segment and a
significantly improved, although still aggressive, financial
profile," noted Standard & Poor's credit analyst William Ferara.
     
The outlook on El Paso is positive.  The positive outlook on El
Paso reflects the potential for upward ratings movement, given
additional debt repayment, improved E&P performance, and resulting
strengthened credit metrics.
     
"Failure to meet upstream targets, greater-than-expected capital
spending, weakening credit-protection measures, or deteriorating
liquidity could dampen upward ratings prospects," he continued.


ENCORE ACQUISITION: Moody's Changes Outlook to Developing
---------------------------------------------------------
Moody's Investors Service changed Encore Acquisition Company's
outlook to developing from negative in response to Encore's
announcement that it is exploring strategic alternatives to
increase shareholder value, including, but not limited to, a sale
or a merger of the company.

Encore has engaged Lehman Brothers Inc. as its financial advisor.
The rating action reflects the possible ratings implications of
the strategic actions currently being evaluated by the company,
which, depending on the nature of the transaction ultimately
executed, could result in a ratings affirmation, upgrade, or
downgrade. Moody's will continue to monitor the company's
deliberations and will determine the effect on Encore's ratings
once the board of directors has concluded on a course of action.

Encore's corporate family rating and probability of default rating
are Ba3 and its senior subordinated notes are rated B1 (LGD 5,
81%). Moody's does not rate either Encore's or Encore Energy
Partners Operating LLC's senior secured credit facilities. Rated
debt includes Encore's B1 rated $150 million of 6-1/4% Senior
Subordinated Notes due 2014, $300 million of 6% Senior
Subordinated Notes due 2015, and $150 million of 7-1/4% Senior
Subordinated Notes due 2017.

If Encore were to be acquired, the ratings could be positively or
negatively affected depending on the credit profile of the buyer
and how the acquisition is funded. Moody's notes that the
subordinated notes contain a change of control provision which
allows the noteholders to put the bonds back to the company upon a
merger or consolidation at 101% of par plus accrued interest.
However, to the extent that the company is not sold, Encore could
decide to pursue other shareholder-friendly options that could
result in a ratings downgrade.

In June 2007, Moody's moved Encore's outlook to negative to
reflect the company's high leverage after its acquisition of
properties from Anadarko and the uncertainty surrounding the
eventual apportionment of assets and debt between the parent and
its new MLP. Moody's notes that since that time Encore used
property divestitures and proceeds from the Encore Energy Partners
IPO to reduce consolidated debt balances. Production has also
remained steady and prices have been amply strong to support
Encore's high production costs and elevated reserve replacement
costs.

Encore Acquisition Company is an independent exploration and
production company headquartered in Forth Worth, Texas. Encore
also owns the general partner interest and approximately 67
percent of the common units of Encore Energy Partners LP, a
publicly traded E&P MLP.


ENCORE ACQUISITION: Search for Biz Options Won't Affect S&P's Rtng
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Encore Acquisition
Co.'s (BB-/Stable/--) ratings and outlook would not immediately
change following the company's announcement that it is pursuing
strategic alternatives.  The effect of the sale of the company on
Encore's ratings, the likelihood of which is uncertain, would
depend on the credit profile of the acquirer and on the funding of
the acquisition.


ENERGAS RESOURCES: Losses Cue Murrell Hall's Going Concern Doubt
----------------------------------------------------------------
In a letter dated Apr. 30, 2008, Murrell, Hall, McIntosh & Co.,
PLLP, raised substantial doubt about the ability of Energas
Resources Inc., to continue as a going concern after it audited
the company's financial statements for the year ended Jan. 13,
2008.  The auditor pointed to the company's recurring losses from
operations.

In an Amendment No. 1 of its form 10-KSB filing with the
Securities and Exchange Commission for the fiscal year ended
Jan. 31, 2008, the company posted a net loss of $1,469,335 on
total revenues of $444,027 for the year ended Jan. 13, 2008, as
compared with a net loss of $1,516,282 on total revenues of
$644,360 in the prior year.

At Jan. 13, 2008, the company's consolidated balance sheet showed
$3,886,097 in total assets, $561,054 in total liabilities, and
$3,325,043 in total stockholders' equity.  

The company's consolidated balance sheet at Jan. 13, 2008, showed
strained liquidity with $81,230 in total current assets available
to pay $419,427 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?2bed

                    About Energas Resources

Based in Oklahoma City, Okla., Energas Resources Inc. (OTCBB:
EGSR) -- http://www.energasresources.com/-- operates, develops,
produces, explores and acquires petroleum and natural gas
properties in the United States through its wholly owned
subsidiaries, A.T. Gas Gathering Systems Inc. and TGC Inc.  In
addition, the company owns and operates natural gas gathering
systems, located in Oklahoma and Kentucky, which serve wells
operated by the company for delivery to a mainline transmission
system.


ENVIRONMENTAL SERVICE: Stan Lee Expresses Going Concern Doubt
-------------------------------------------------------------
Stan J.H. Lee, CPA, CMA, raised substantial doubt on the ability
of Environmental Service Professionals 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 company's
losses from operations.

The company posted a net loss of $21,468,106 on total revenues of
$581,803 for the year ended Dec. 31, 2007, as compared with a net
loss of $564,589 on total revenues of $82,319 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,789,245 in
total assets and $5,224,682 in total liabilities, resulting in
$3,435,437 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,074,301 in total current assets
available to pay $3,980,748 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?2bee

                   About Environmental Service

Headquartered in Palm Springs, Calif., Environmental Service
Professionals Inc., fka Glas-Aire Industries Group Ltd. (OTC BB:
EVSP.OB) -- http://www.espusa.net/-- provides mold and moisture  
management, providing limited mold and allergen survey services
for single family, multi-tenant residential and commercial
buildings.  As of June 30, 2007, the company converted its current
franchises into independent contractors under the CEHI program
program through its AHI subsidiary.


EPICEPT CORP: Names Robert Savage and John V. Talley to Board
--------------------------------------------------------------
EpiCept Corporation held an Annual Meeting of Stockholders on
Wednesday.  Represented at the meeting, either in person or by
proxy, were 45,067,048 shares of common stock of the company, out
of a total of 51,295,304 shares of common stock entitled to vote
at the meeting, or greater than 50%, constituting a quorum.

The stockholders reelected, by a plurality of the votes cast,
Robert G. Savage and John V. Talley to the Board of Directors of
the company.  They will serve until the Annual Meeting of
Stockholders in 2011 and until their respective successors are
elected and qualified.

The stockholders also adopted a resolution to ratify the Audit
Committee's selection of Deloitte & Touche LLP as the
Corporation's Independent Registered Public Accounting Firm for
the year ending Dec. 31, 2008.

The stockholders also authorized an amendment to the company's
Certificate of Incorporation, effective May 21, 2008, to increase
the number of authorized shares of capital stock to 180,000,000
shares (including an increase of the number of authorized shares
of common stock from 75,000,000 to 175,000,000).

A full-text copy of the Third Amended and Restated Certificate of
Incorporation is available for free at
http://ResearchArchives.com/t/s?2c6f

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company   
focused on the development of pharmaceutical products for the
treatment of cancer and pain. The company has a portfolio of five
product candidates in active stages of development. It includes an
oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain. The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

EpiCept Corp.'s consolidated balance sheet at March 31, 2008,
showed a stockholders' deficit of $15,570,000, compared to a
deficit of $14.1 million at Dec. 31, 2007.

                           *     *     *

The Troubled Company Reporter reported on May 16, 2008, that
EpiCept Corp. was notified by the Nasdaq Listing Qualifications
Department that the Company has not regained compliance with the
continued listing requirements of The Nasdaq Capital Market
because the market value of the company's listed securities fell
below $35,000,000 for ten consecutive trading days (pursuant to
Rule 4310(c)(3)(B) of the Nasdaq Marketplace Rules). As a result,
its securities are subject to delisting from The Nasdaq Capital
Market.

                      Going Concern Disclaimer

Deloitte & Touche LLP, in Parsippany, N.J., expressed substantial
doubt about EpiCept Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and stockholders'
deficit.

The company disclosed in its Form 10-Q for the first quarter ended
March 31, 2008, that to date it has not generated any meaningful
revenues from the sale of products and may not generate any such
revenues for a number of years, if at all.  As a result, the
company has an accumulated deficit of $176,926,000 as of March 31,
2008, and may incur operating losses for a number of years.


FACT CORPORATION: Child Van Expresses Going Concern Doubt
---------------------------------------------------------
In a letter dated Apr. 14, 2008, Salt Lake City-based Child, Van
Wagoner & Bradshaw, PLLC, raised substantial doubt on the ability
of FACT Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec.1, 2006.  The auditor pointed to the company's cash flow
constraints, accumulated deficit, and recurring losses from
operations.

In a second amendment to the annual report on Form 10-KSB for the
fiscal year ended Dec.1, 2006, which now includes the report of
its current auditors with respect to the fiscal year ended Dec.31,
2006, the company posted a net loss of $840,533 on total revenues
of $1,803,579 for the year ended Dec.1, 2006, as compared with a
net loss of $923,995 on total revenues of $713,655 in the prior
year.

At Dec.1, 2006, the company's balance sheet showed $2,288,681 in
total assets and $3,991,808 in total liabilities, resulting in
$1,703,126 stockholders' deficit.  

The company's consolidated balance sheet at Dec.1, 2006, also
showed strained liquidity with $771,195 in total current assets
available to pay $1,917,583 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?2bde

                      About FACT Corporation

Calgary, Canada-based FACT Corporation, (OTC BB: FCTOA.OB) --
www.factfoods.com/ -- through its wholly owned subsidiary, Food
and Culinary Technology Group, Inc., operates primarily in the
functional food industry in the United States.  The company
develops, licenses, and supplies functional bake mixes.  It holds
rights to produce dough and batter-based functional food products,
including breads, bagels, pastas, pizza shells, sweet baked goods,
snack bars, and confectionery, as well as other foods derived from
a dough, batter, or mix.  FACT Corporation sells its premixes and
products under Nutrition First brand name to manufacturers,
distributors, and food service clients, who incorporate the premix
into finished products to market and sell to the end consumer
under their own retail brand.  The company also offers a line of
home-use retail baking mixes for cookies, brownies, and other
products.  Founded in 1982, it was formerly known as Capital
Reserve Corporation and changed its name to FACT Corporation in
2002.


FEDDERS CORP: Indoor Air-Quality Assets Sold to Tomkins for $25MM
-----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware authorized Fedders Corp. and its debtor-
affiliates to sell "Indoor Air-Quality Assets" and stock to
Tomkins Industries Inc., Tomkins Finance PLC, Air System
Components Investments China Limited and Ruskin Air Management
Limited.

Tomkins et al. agreed to purchase the Debtors' assets for
$25 million, as reported in the Troubled Company Reporter on May
5, 2008.  Judge Shannon approved proposed bidding procedures for
the sale of assets of the Debtors on May 14, 2008.

The Debtors intended to divest these assets:

   a) Indoor Air-Quality Businesses of IAQ Debtors -- Fedders
      International Inc., Herrmidifier Company Inc., Trion  Inc.,
      Envirco Corporation -- and non-debtor Trion Limited
      and

   b) stock of Trion GmbH and Fedders Indoor Air Quality (Suzhou)
      Co., Ltd.

IAQ Debtors and Trion Limited entered into an asset purchase
agreement dated April 25, 2008, with Tomkins et al.

With approval of the Court, the Debtors can now proceed in
drafting a proposed Chapter 11 plan for the benefit of their
creditors, according to person with knowledge of the matter.  

                    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 and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  The
law firm of Cole, Schotz, Meisel, Forman & Leonard P.A.; and
Norman L. Pernick, Esq., Irving E. Walker, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing 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.


FEDDERS CORP: Exclusive Plan Filing Period Moved to May 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended the exclusive periods of Fedders Corporation and its
debtor-affiliates to:

   a) file a Chapter 11 plan until May 31, 2008; and

   b) solicit acceptances of that plan until July 30, 2008.

As reported in the Troubled Company Reporter on April 18, 2008,
the Debtors explained to the Court that another extension of the
exclusive plan-filing period will provide the Debtors with the
opportunity to complete the asset sale process and consummate all
of the closings contemplated by that process, and then, develop,
negotiate, and ultimately confirm a consensual plan.

                     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.


FLEETWOOD CAPITAL: S&P Rates Trust Preferred Securities "D"
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the trust
preferred securities issued by Fleetwood Capital Trust to 'D' from
'CC' after the parent company, Fleetwood Enterprises, elected to
defer related dividends.  The 'CCC+' corporate credit rating and
'CCC-' subordinated rating assigned to Fleetwood Enterprises were
not affected by the downgrade of the preferred securities.
     
"Fleetwood is a market leader in the recreational vehicle and
factory-built housing industries, but faces significant
operational challenges because record high fuel prices, weak
consumer sentiment, and a more constrained consumer finance
environment continue to negatively affect demand for the company's
RVs," said credit analyst James Fielding.  "Additionally, a glut
of discounted conventional housing inventory in key markets
suppresses sales of factory-built homes."
     
The negative outlook acknowledges difficult market conditions that
are likely to continue to suppress the sale of RVs and factory-
built homes in the foreseeable future.  S&P would lower its
ratings further if liquidity pressures increase as a result of
material operating cash flow deficits or a leveraged refinancing
of the 5% convertible notes.  Conversely, S&P would consider
revising its outlook to stable or an upgrade if industry trends
stabilize, liquidity strengthens, and Fleetwood demonstrates the
ability to generate sustainable profits at lower production
levels.


FORD CREDIT: S&P Assigns 'BB+' Rating on $112.9MM Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ford
Credit Auto Owner Trust 2008-C's $5.758 billion asset-backed notes
series 2008-C.
     
The ratings reflect:

     -- The characteristics of the pool being securitized;

     -- The credit enhancement in the form of subordination, cash,
        and excess spread that is augmented through the yield
        supplement overcollateralization amount;

     -- The extensive securitization performance history of Ford
        Motor Credit Co. (B/Stable/B-3);

     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios appropriate to the
        rating categories; and

     -- The transaction's legal structure.   
   
                          Ratings Assigned
                Ford Credit Auto Owner Trust 2008-C
   
   Class Rating   Type    Interest      Amount      Legal final
                            rate                      maturity
   ------------   ----    --------      ------      -----------  
   A-1   A-1+     Senior  2.7762    $1,400,000,000  June 15, 2009
   A-2a  AAA      Senior  3.7200      $400,000,000  Jan. 15, 2011
   A-2b  AAA      Senior  *         $1,320,000,000  Jan. 15, 2011
   A-3   AAA      Senior  **        $1,582,000,000  June 15, 2012
   A-4a  AAA      Senior  5.1600      $360,600,000  April 15, 2013
   A-4b  AAA      Senior  ***         $300,000,000  April 15, 2013
   B     A+       Sub     6.0400      $169,300,000  Sept. 15, 2013
   C     BBB+     Sub     7.0000      $112,900,000  Jan. 15, 2014
   D     BB+      Sub     8.4900      $112,900,000  Nov. 15, 2014
   
* One-month LIBOR plus 0.90%.

** One-month LIBOR plus 1.42%.

*** One-month LIBOR plus 1.75%.

Sub  -- Subordinate.


FORD CREDIT: Fitch Assigns 'BB' Rating on $112.9MM Class D Trusts
-----------------------------------------------------------------
Fitch rated these Ford Credit Auto Owner Trust 2008-C:

  -- $1,400,000,000 2.77620% class A-1 'F1+';
  -- $400,000,000 3.72% class A-2a 'AAA';
  -- $1,320,000,000 Floating-Rate class A-2b 'AAA';
  -- $1,582,000,000 Floating-Rate class A-3 'AAA';
  -- $360,600,000 5.16% class A-4a 'AAA';
  -- $300,000,000 Floating-Rate class A-4b 'AAA';
  -- $169,300,000 6.04% class B 'A';
  -- $112,900,000 7.04% class C 'BBB';
  -- $112,900,000 8.49% class D 'BB'.


FORD MOTOR: Is Neutral on Trancinda's Tender Offer of $8.50/Share
-----------------------------------------------------------------
The Board of Directors of Ford Motor Company has determined that
Ford will express no opinion and is neutral with respect to
Tracinda Corporation's tender offer to purchase up to 20 million
shares of Ford's common stock at a price of $8.50 per share, net
to the seller in cash.

As reported in the Troubled Company Reporter on May 14, 2008,
the Board recommended that its stockholders take no action at this
time in response to the announcement by Tracinda that it has
commenced a tender offer to acquire up to 20 million shares of
Ford's common stock at a price of $8.50 per share.

On April 2008, Tracinda disclosed that it will make a cash tender
offer for up to 20 million shares of common stock of Ford at a
price of $8.50 per share.  The offer price represents a 13.3%
premium over Ford's closing stock price of $7.50 on April 25, 2008
and a 38.7% premium over Ford's closing stock price on April 2,
2008, the day upon which Tracinda began accumulating shares in the
company.  The shares to be purchased pursuant to the offer
represent approximately 1% of the outstanding shares of Ford
common stock.  Tracinda Corporation, of which Kirk Kerkorian is
the sole shareholder, currently owns 100 million shares of Ford
common stock, which represents approximately 4.7% of the
outstanding shares.  Tracinda's average cost for such shares is
approximately $6.91 per share.  Upon completion of the offer,
Tracinda would beneficially own 120 million shares of Ford common
stock, or approximately 5.6% of the outstanding shares.

The shares sought in the tender offer represent just less than 1%
of Ford's outstanding common stock.  According to the Schedule TO
filed by Tracinda on May 9, 2008, Tracinda's tender offer will
expire on June 9, 2008 at 5 p.m., New York City time, unless the
offer is extended.

Additional information regarding the Board's determination on the
tender offer, including a copy of Ford's statement on Schedule
14D-9, in which Ford responds to Tracinda's tender offer, is
available without charge at http://ResearchArchives.com/t/s?2c87

The Board and management of Ford remain committed to enhancing
value for all of Ford's stockholders by continuing to execute the
four key priorities of its business plan: aggressively restructure
to operate profitably at the current demand and changing model
mix; accelerate the development of new products that customers
want and value; finance the plan and improve the balance sheet;
and work together effectively as one team to leverage global
resources.  Ford will continue to communicate with stockholders
regarding these matters.

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

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

                          *     *     *

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

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

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


FORD MOTOR: Heightened Industry Concerns Cue S&P's Outlook Change
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ford
Motor Co. and related entities, including Ford Motor Credit Co.
and FCE Bank PLC, to negative from stable.  At the same time, S&P
affirmed the 'B' long-term and 'B-3' short-term ratings on Ford
and Ford Credit, and the 'B+/B-3' ratings on FCE.
     
The outlook change reflects heightened concerns about industry
challenges in North America after Ford revised upward the amount
of cash it expects to use from its global automotive operations
over the next two years and said it no longer expects to return
the automotive business to profitability by 2009.
     
"The negative outlook should be understood to mean that we could
place our ratings on CreditWatch at any time and subsequently
lower them," said Standard & Poor's credit analyst Robert Schulz,
"given the possibility of further adverse developments in the
severely challenged North American auto sector."  Reflecting the
weaker prospective cash flows, Ford also said it plans to take a
fixed-asset impairment in the second quarter, but did not disclose
the size of the expected charge.
     
Ford expects a cumulative global automotive cash outflow of
between $14 billion and $16 billion, including the cost of
employee separations, from 2007 through 2009 compared to earlier
guidance of between $12 billion and $14 billion.  Ford had
previously reduced its cash use guidance from $15 billion to
$17 billion after making progress on its cost structure.  However,
sluggish U.S. light-vehicle demand and, in particular, the shift
away from the more profitable SUVs and pickups, which accelerated
in April, will result in greater cash use.  Sharply higher costs
for steel and other raw materials represent another industry
concern.

S&P previously estimated that Ford would use $8 billion to
$10 billion of cash in its global automotive operations, including
cash restructuring expenses, during 2008.  This remains S&P's
expectation, but S&P are now concerned that cash use could improve
only moderately in 2009.  S&P expect the company to move to a net
debt position in 2008.
     
S&P believe Ford's liquidity remains adequate despite the
prospective cash use and ongoing restructuring efforts.  But if
lower-than-expected U.S. light-vehicle sales persist through 2009
or higher fuel prices cause an even more dramatic shift away from
light trucks, Ford's liquidity could reach undesirable levels by
late 2009.  This could occur even if Ford continues to make
progress on its turnaround program in North America and auto
operations outside North America remain improved contributors.
     
The ratings on Ford, including the 'B' corporate credit rating,
reflect the multiple challenges the company faces in stemming cash
losses from its North American automotive operations.  These
challenges include overcapacity, fierce competition, adverse
customer shifts away from more profitable vehicle segments, and
sliding demand because of the weak U.S. economy.  S&P expect U.S.
light-vehicle sales to be 14.8 million units in 2008, the lowest
in a decade and down from 16.1 million units in 2007.  Ford also
continues to lose market share in the U.S., although much of its
share loss in the past year resulted from deliberate reductions in
sales to daily rental fleets.  More recently, Ford's market share
has been affected by the customer shift toward car segments in
which it has a smaller share.
     
Ford's response to these challenges is a multiyear restructuring
plan involving additional cost-cutting and capacity reductions.
Ford said it will pursue further capacity reductions at its light-
truck plants in response to eroding demand for SUVs and pickups.  
As with past restructuring efforts, the ultimate success depends
largely on whether the company can stabilize its market share at a
level consistent with its future capacity.  Product mix shifts add
another layer of complexity, as it remains difficult and costly to
convert light-truck capacity to car or crossover utility vehicle
capacity.

Separately, Ford also said that it is neutral on the tender offer
by Kirk Kerkorian's Tracinda Corp., which would increase
Tracinda's equity stake to about 5.6% from the current 4.7%.  This
is not currently a factor in S&P's ratings because they do not
believe it portends a major shift in Ford's turnaround strategy.
     
Ford's outlook is negative.  S&P could place its ratings on
CreditWatch at any time and subsequently lower them, given the
possibility of further adverse developments in the severely
challenged North American auto sector.  For example, if lower-
than-expected U.S. light-vehicle sales persist through 2009 or
higher fuel prices cause an even more dramatic shift away from
light trucks, Ford's liquidity could reach undesirable levels by
late 2009.  This could occur even if Ford continues to make
progress on its turnaround program in North America and auto
operations outside North America remain improved contributors.
     
S&P do not expect to revise the outlook back to stable within the
next year, given the economic outlook, ongoing turnaround plan
execution risk, and potential pressure on liquidity.  Longer term,
S&P could consider a stable outlook if industry conditions
stabilize and Ford is able to significantly reduce its cash burn
heading into its 2010 retiree health care savings.


FORGITRON LLC: Gets Green Light to Borrow $165,000 from KeyBank
---------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio granted Forgitron LLC and Hadgitron LLC
authority, on a final basis, to borrow up to $165,000 from KeyBank
National Association and to continue using KeyBank's cash
collateral.

Representing the Debtors, Harry W. Greenfield, Esq., at Buckley
King, LPA, in Cleveland, Ohio, told the Court the Debtors needed
the funds to pay necessary administrative expenses, like taxes,
utilities and professionals.

The Debtors' operations have been shut down since April 2007, and
the Debtors are seeking to sell substantially all of their assets.

According to Mr. Greenfield, the Debtors lack any collections of
accounts receivable or other funds with which to pay postpetition
administrative expenses.  KeyBank's postpetition loans are the
only means by which the Debtors realistically can ensure that
their estates will not be administratively insolvent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases tried to block the approval of the DIP loan.  That
objection was later withdrawn.

Forgitron is a party to a Revolving Credit and a Term Loan Note
dated August 10, 2005, pursuant to which KeyBank advanced funds to
Forgitron secured by, among other things, security interests in
substantially all of Forgitron's business assets.  Upon the
Debtors' bankruptcy filing, Forgitron owed in respect of Forgitron
Note #1 $10,000,000 to KeyBank.  Forgitron is also party to a
Promissory Note dated July 2, 2007, pursuant to which KeyBank
advanced $150,000 to Forgitron.  The principal amount remains
outstanding and due as of the Petition Date.

Hadgitron is a party to a Construction Loan Note dated December 1,
2005, pursuant to which KeyBank advanced funds to Hadgitron
secured by, among other things, a mortgage on Hadgitron's real
property located in Kershaw County, South Carolina.  As of the
Petition Date, Hadgitron owed $3,950,000 to KeyBank.

The obligations to KeyBank under the prepetition notes are secured
by the Debtors' assets.

The DIP loan will incur interest at a fixed rate of 9% per annum.

To secure the DIP loans, the Court held that KeyBank will be
granted first priority liens on all unencumbered assets of the
Debtors and "priming" liens on all encumbered assets of the
Debtors, pursuant to 11 U.S.C. Sections 364(c)(2) and 364(d).  The
DIP loans will be treated as administrative claims having
superpriority under 11 U.S.C. Section 364(c)(1).

The Debtors will grant KeyBank adequate protection liens pursuant
to Sections 361 and 363(e) of the Bankruptcy Code to protect the
Lender's interest in the collateral.

The Lender's liens are subject and subordinate in all respects to
certain "Carve-Out Expenses," which consist of fees required to be
paid to the Office of the United States Trustee pursuant to 28
U.S.C. Section 1930(a), and (b) compensation for services rendered
or reimbursement of expenses incurred by professionals hired in
the bankruptcy cases.

                  About Forgitron and Hadgitron

Forgitron LLC was formed in 2005 to manufacture aluminum wheels
for Accuride Corporation pursuant to the terms of a supply
agreement between the parties, under which Accuride was to
purchase 12,000 units per month from Forgitron.  Using Accuride as
a base, Forgitron planned to expand its operations to provide
wheels to other customers.  Ultimately, Accuride refused to accept
delivery of wheels manufactured by Forgitron, and Forgitron ceased
all business operations in April 2007.

Hadgitron LLC is the owner of real property located at 30 Hengst
Drive, Camden, South Carolina, which it leases to Forgitron.  The
Real Property served as the base of Forgitron's business
operations until the operations shut down in April 2007.

The Debtors filed for chapter 11 on March 15, 2008, before the
U.S. Bankruptcy Court for the Northern District of Ohio (Case Nos.
08-11762 and 08-11763).  The Debtors are represented by Harry W.
Greenfield, Esq., in Buckley King, LPA.

Forgitron, LLC disclosed $10 million to $50 million in estimated
assets and debts when it filed for bankruptcy.


FORGITRON LLC: Hires Buckley King as Bankruptcy Counsel
-------------------------------------------------------
Forgitron LLC and Hadgitron LLC won permission from the Hon.
Randolph Baxter of the U.S. Bankruptcy Court for the Northern
District of Ohio to employ Buckley King LPA as their bankruptcy
counsel.

Buckley King will advise the Debtors of their rights, powers and
duties in the management of their affairs.  The firm will assist
the Debtors in negotiating a plan or plans of reorganization or
liquidation, and advise the Debtors in connection with any
proposed sale of all or a portion of their assets.

Harry W. Greenfield, Esq., a member at Buckley King; Jeffrey C.
Toole, a shareholder; Dov Y. Frankel, an associate, will primarily
represent the Debtors.  Mr. Greenfield will be paid $400 an hour;
Mr. Toole will be paid $300 an hour; and Mr. Frankel $240 an hour.

Mr. Greenfield attests the firm does not represent any interest
adverse to the Debtors or their estates.

Buckley King provided services to Epsilon Management Corp., an
affiliate of the Debtors, before the Petition Date.  The retainer
and certain other fees were paid by the Debtors.

To reach Mr. Greenfield:

     Harry W Greenfield
     600 Superior Ave E
     Suite 1400
     Cleveland, OH 44114
     Tel: (216) 363-1400
     Fax: 216-579-1020
     E-mail: bankpleadings@bucklaw.com

                  About Forgitron and Hadgitron

Forgitron LLC was formed in 2005 to manufacture aluminum wheels
for Accuride Corporation pursuant to the terms of a supply
agreement between the parties, under which Accuride was to
purchase 12,000 units per month from Forgitron.  Using Accuride as
a base, Forgitron planned to expand its operations to provide
wheels to other customers.  Ultimately, Accuride refused to accept
delivery of wheels manufactured by Forgitron, and Forgitron ceased
all business operations in April 2007.

Hadgitron LLC is the owner of real property located at 30 Hengst
Drive, Camden, South Carolina, which it leases to Forgitron.  The
Real Property served as the base of Forgitron's business
operations until the operations shut down in April 2007.

The Debtors filed for chapter 11 on March 15, 2008, before the
U.S. Bankruptcy Court for the Northern District of Ohio (Case Nos.
08-11762 and 08-11763).  The Debtors are represented by Harry W.
Greenfield, Esq., in Buckley King, LPA.

Forgitron, LLC disclosed $10 million to $50 million in estimated
assets and debts when it filed for bankruptcy.


FORGITRON LLC: Hires Parkland Group as Financial Advisors
---------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio granted Forgitron LLC and Hadgitron LLC
permission to employ Parkland Group Inc. as their financial
advisors.

The firm will advise the Debtors on the amount, and probable
sources, of net operating income that the Debtors can reasonably
expect to have available in the future for payment of its
obligations under any confirmed plan of reorganization.  The firm
will also advise the Debtors on alternative sources of debt or
equity funding, and on various alternatives for the structure and
ownership of the reorganized Debtors.  The firm will also provide
valuation services.

Laurence Goddard, president of Parkland, serves as lead
consultant.

The firm will be paid on an hourly basis.  Mr. Goddard will
receive $375 an hour; Mark Kozel $275 an hour; and David Cesar
$280 an hour.

Parkland rendered services to the Debtors before their bankruptcy
filing.  Parkland received a $15,000 retainer as part of the
prepetition engagement.

Mr. Goddard attests that his firm and its professionals have no
connection with the Debtors, their creditors or any other parties-
in-interest; and that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                  About Forgitron and Hadgitron

Forgitron LLC was formed in 2005 to manufacture aluminum wheels
for Accuride Corporation pursuant to the terms of a supply
agreement between the parties, under which Accuride was to
purchase 12,000 units per month from Forgitron.  Using Accuride as
a base, Forgitron planned to expand its operations to provide
wheels to other customers.  Ultimately, Accuride refused to accept
delivery of wheels manufactured by Forgitron, and Forgitron ceased
all business operations in April 2007.

Hadgitron LLC is the owner of real property located at 30 Hengst
Drive, Camden, South Carolina, which it leases to Forgitron.  The
Real Property served as the base of Forgitron's business
operations until the operations shut down in April 2007.

The Debtors filed for chapter 11 on March 15, 2008, before the
U.S. Bankruptcy Court for the Northern District of Ohio (Case Nos.
08-11762 and 08-11763).  The Debtors are represented by Harry W.
Greenfield, Esq., in Buckley King, LPA.

Forgitron, LLC disclosed $10 million to $50 million in estimated
assets and debts when it filed for bankruptcy.


FORGITRON LLC: U.S. Trustee Appoints 5-Member Creditors' Panel
--------------------------------------------------------------
Pursuant to Section 1102(a) of the Bankruptcy Code, Habbo G.
Fokkena, the United States Trustee for Region 9, appointed five
parties to the official committee of unsecured creditors in the
bankruptcy cases of Forgitron LLC and Hadgitron LLC:

   1) ENGINEERED PRODUCTION SYSTEMS DIV.
      ENGINEERED PRODUCT SALES CORP.
      c/o Kenneth B. Klein
      574 S. Shasta Way
      Orange, CA 92869-5242
      Tel: (714) 532-2742
      Fax: (714) 633-8016

   2) METALLURGICAL TECHNOLOGIES, INC., P.A.
      c/o Barbara L. Pendergrass
      160 Bevan Drive
      Mooresville, NC 28115
      Tel: (704) 663-5108
      Fax: (704) 662-0898

   3) ENPROTECH MECHANICAL SERVICES
      c/o John L. Head, VP Finance
      2200 Olds Avenue
      Lansing, MI 48915                                  
      Tel: (517) 319-5384                              
      Fax: (517) 319-6212

   4) ORMET PRIMARY ALUMINUM CORPORATION
      c/o Tommy Temple
      P O Box 176
      43840 State Route 7
      Hannibal, OH 43931
      Tel: (740) 483-2776
      Fax: (740) 483-2662

   5) ALFE HEAT TREATING, INC.
      c/o Penny S. Cook
      10630 W. Perimeter Road
      Fort Wayne, IN 46809
      Tel: (260) 747-9422
      Fax: (260) 747-9618

W. O. BLACKSTONE & CO., INC., and THE GEARHISER LAW FIRM INC. were
originally appointed to the Committee, but which later stepped
down.

Hahn Loeser & Parks LLP in Cleveland, Ohio, represents the
Committee.

                  About Forgitron and Hadgitron

Forgitron LLC was formed in 2005 to manufacture aluminum wheels
for Accuride Corporation pursuant to the terms of a supply
agreement between the parties, under which Accuride was to
purchase 12,000 units per month from Forgitron.  Using Accuride as
a base, Forgitron planned to expand its operations to provide
wheels to other customers.  Ultimately, Accuride refused to accept
delivery of wheels manufactured by Forgitron, and Forgitron ceased
all business operations in April 2007.

Hadgitron LLC is the owner of real property located at 30 Hengst
Drive, Camden, South Carolina, which it leases to Forgitron.  The
Real Property served as the base of Forgitron's business
operations until the operations shut down in April 2007.

The Debtors filed for chapter 11 on March 15, 2008, before the
U.S. Bankruptcy Court for the Northern District of Ohio (Case Nos.
08-11762 and 08-11763).  The Debtors are represented by Harry W.
Greenfield, Esq., in Buckley King, LPA.

Forgitron, LLC disclosed $10 million to $50 million in estimated
assets and debts when it filed for bankruptcy.


FRONTIER AIRLINES: Panel Taps Houlihan Lokey as Financial Advisor
-----------------------------------------------------------------
The Statutory Committee of Unsecured Creditors of Frontier
Airlines Inc., seeks permission from the U.S. Bankruptcy Court for
the Southern District of New York to retain Houlihan Lokey Howard
Zukin & Capital Inc., as its financial advisors,
nunc pro tunc to bankruptcy filing date.

The Committee believes that Houlihan Lokey, an international
investment banking and financial advisory firm, is well-qualified
to be its financial advisors, in light of the firm's substantial
expertise in financial restructuring in the airline and related
industries.

Houlihan Lokey will:

   * analyze business plans and forecasts of the Debtors;

   * evaluate the Debtors' assets and liabilities;

   * assess the Debtors' financial issues and options concerning
     (i) the sale of the Debtors, either in whole or in part; and
     (ii) the Debtors' Chapter 11 plan of reorganization or
     liquidation;

   * analyze and review the Debtors' financial and operating
     statements;

   * provide financial analyses as the Committee may require;

   * assist in the determination of an appropriate capital
     structure for the Debtors;

   * evaluate the Debtors' debt capacity in light of its
     projected cash flows;

   * assist with a review of the Debtors' employee benefit
     programs, including key employee retention, incentive,
     pension and other post-retirement benefit plans;

   * analyze strategic alternatives available to the Debtors;

   * assist in the review of claims and with the related
     reconciliation, estimation, settlement and litigation;

   * assist the Committee in identifying potential alternative
     sources of liquidity in connection with any debtor-in-
     possession financing or Chapter 11 plan;

   * represent the Committee in certain negotiations with the
     Debtors and third parties;

   * provide testimony in Court or on behalf of the Committee
     with respect to certain issues; and

   * provide other financial and investment banking services to
     the Committee as may be agreed upon.

Pursuant to an engagement letter, Houlihan Lokey's compensation
will include:

   -- a monthly fee of $150,000;

   -- a transaction or deferred fee, payable by the Debtors in an
      amount equal to 1.5% of the aggregate consideration paid by
      the Debtors, pursuant to a Plan, on account of allowed
      unsecured claims; and

   -- reimbursement of necessary out-of-pocket expenses.

Houlihan Lokey will utilize the services of Simat, Helliesen &
Eichner, Inc., as an industry consultant.  There will be no
additional fees payable under the Engagement Letter that is
associated with the retention of SH&E.

Christopher R. Di Mauro, a managing director at Houlihan Lokey,
assures the Court that his firm is not related to the Debtors or
any parties-in-interest.  Moreover, Houlihan Lokey does not hold
or represent any interest adverse to the Debtors, their estates
and creditors.

In the same manner, SH&E president David H. Treitel discloses
that his firm is a "disinterested person" as that term is defined
in Section 101(4) of the Bankruptcy Code.

                  About Frontier Airlines Inc.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.  

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


FRONTIER AIRLINES: Section 341(a) Meeting Slated for June 13
------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, will convene
a meeting of Frontier Airlines Holdings Inc.'s creditors on
June 13, 2008, at 1:30 p.m., at 4th Floor, 80 Broad Street in
New York.

This is the first meeting of Frontier's creditors required under
Section 341(a) of the Bankruptcy Code.

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

                  About Frontier Airlines Inc.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.  

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


GENERAL MOTORS: S&P Holds 'B' Credit Rating on Enough Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 17, 2008, as a result of the strike at
American Axle & Manufacturing Holdings Inc.  The outlook on GM is
negative.
     
At the same time, S&P raised its issue-level rating on GM's senior
unsecured notes to 'B' from 'B-', and assigned recovery ratings of
'4', indicating the expectation for average (30% to 50%) recovery
in the event of a payment default.  The rating actions reflect the
extension of our recovery ratings to all speculative-grade
unsecured debt issues.
     
The rating affirmation reflects S&P's view that GM's liquidity is
currently adequate, taking account of the company's negative cash
use in North America and ongoing restructuring efforts.  However,
"The negative outlook should be understood to mean that we could
place the ratings on CreditWatch at any time and subsequently
lower them," said Standard & Poor's credit analyst Robert Schulz,
"given the possibility of further adverse developments in the
severely challenged North American auto sector."  A primary
example would be GM's inability to manage lower-than-expected U.S.
light-vehicle sales through 2009, along with more dramatic and
accelerated shifts away from light trucks, which could push GM's
liquidity toward undesirable levels.  This could occur even if
GM continues to make progress on its turnaround program in North
America and auto operations outside North America remain improved
contributors.
     
The ratings on GM reflect primarily the risks and lack of
visibility related to the company's North American automotive
operations.  GM faces two very serious challenges in the North
American market: weak industry demand in 2008 and possibly 2009,
and adverse customer shifts away from more profitable vehicle
segments.  These negative developments are coming as GM is in the
midst of addressing its high cost structure and improving its
product mix in North America. We expect U.S. light-vehicle sales
to be about 14.8 million units in 2008, the lowest in more than a
decade and down from 16.1 million units in 2007.  GM also
continues to lose market share in the U.S., although much of its
share loss in the past year resulted from deliberate reductions in
sales to daily rental fleets.  More recently, GM's market share
has been affected by the shift toward car segments in which it has
a smaller share.
     
GM's response to these challenges is a multiyear restructuring
plan, a major element of which is the four-year labor contract
reached last fall with the United Auto Workers.  S&P consider the
UAW contract to be a substantial long-term positive development
for GM's turnaround efforts in North America, and S&P believe GM
has traction on its broader cost-reduction plan.  However, the
large retiree health care cost savings from the contract do not
begin to accrue until 2010, and as with past restructurings, the
ultimate success of the turnaround plan depends largely on whether
the company can stabilize its market share at a level consistent
with its future capacity.
     
In the interim, GM will continue to use substantial cash in its
automotive operations in 2008, and likely in 2009.  The causes of
this include deteriorating volume and mix in North America and
cash restructuring costs.
     
The automotive finance and insurance operations of 49%-owned GMAC
LLC are expected to remain profitable in 2008, albeit at lower
levels than in past years.  But GMAC's Residential Capital LLC
mortgage unit has had very poor results recently, and this will
continue to depress GM's net income.  S&P's lowering of GMAC's and
Residential Capital's ratings had no effect on the ratings on GM.

GM is not required to support Residential Capital, but is
offering to backstop a portion (estimated at $367 million) of a
$750 million first-loss position in a $3.5 billion secured
facility offered to Residential Capital by GMAC.  Although
manageable, this is a contingent call on GM's liquidity.  A
default by Residential Capital would not directly affect any of
GM's financing agreements.  Under the terms of the sale of a
majority stake in GMAC in late 2006, GM agreed to forgo dividends
from GMAC for a period of time, so S&P already had no expectation
that GMAC would make cash payments to GM.
     
On various important labor fronts, S&P are concerned about the
difficulties that bankrupt supplier Delphi Corp. has experienced
in emerging from bankruptcy.  S&P still do not expect the
comprehensive costs to GM of resolving its exposure to Delphi to
strain GM's liquidity, even if GM does not receive any cash
consideration upon Delphi's emergence.  S&P would reassess this
view if GM found it necessary to fund any significant portion of
Delphi's eventual emergence with cash beyond the ongoing plant and
wage subsidies GM has agreed to provide.  

Separately, the $200 million that GM has agreed to pay to American
Axle to defray a portion of the costs of American Axle's labor
settlement is another diversion of cash outside GM, but does not
affect GM's rating.  GM has also eliminated the potential for
labor disruptions this fall in Canada with the recently concluded
preliminary agreement with the Canadian Auto Works union well in
advance of the contract expiration.
     
GM's outlook is negative.  S&P do not expect to revise the outlook
to stable within the next year, given the economic outlook,
ongoing turnaround plan execution risk, and pressure on liquidity.  
Longer term, S&P could consider a stable outlook if industry
conditions stabilize and GM is able to significantly reduce its
cash burn heading into its 2010 retiree health care savings.
     
S&P do not expect GM to provide any significant capital to GMAC or
indirectly to Residential Capital, nor is GM required to do so.  
In addition, S&P do not believe there are any rating triggers or
other mandatory calls on GM's cash caused by a GMAC or Residential
Capital downgrade or in the event that Residential Capital were to
default.


GLOBAL TOWER: Fitch Holds 'B' Rating on $73.45MM Class G Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed the Global Tower series 2007-1,
commercial mortgages pass-through certificates as:

  -- $77,750,000 class A-FX at 'AAA';
  -- $120,000,000 class A-FL at 'AAA';
  -- $45,200,000 class B at 'AA';
  -- $45,200,000 class C at 'A';
  -- $45,200,000 class D at 'BBB';
  -- $16,950,000 class E at 'BBB-';
  -- $56,500,000 class F at 'BB';
  -- $73,450,000 class G at 'B'.

The affirmations are due to the stable performance of the
collateral since issuance.  All classes are privately placed
pursuant to rule 144A of the Securities Act of 1933.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 2,059 wireless communication
sites securing one fixed-rate loan.  As of the April 2008
distribution date, the aggregate principal balance of the notes
remains unchanged at $440.25 million since issuance.  The notes
are interest-only for the entire five-year period.

As part of its review, Fitch analyzed the financial statements of
the issuer, GTP Acquisition Partners I, LLC, as well as trustee
reports provided by the servicer, Midland Loan Services.  As of
March 31, 2008, aggregate annualized run rate revenue increased to
$87.2 million, a 9.4% increase from issuance.  Over the same
period, the Fitch adjusted net cash flow increased 5.9% since
issuance.  The actual servicer-reported debt service coverage
ratio is 2.03 times, compared to 1.84x at issuance.

The tenant type concentration is stable.  As of April 1, 2008,
total revenue contributed by telephony tenants was 85.9% compared
to 85.6% at issuance.


GOLDEN SPRINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Golden Springs, LLC
             12200 San Servando Ave.
             North Port, FL 34287

Bankruptcy Case No.: 08-07311

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Springs Development Group, LLC         08-07312

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: May 22, 2008

Court: Middle District of Florida (Ft. Myers)

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

Golden Springs, LLC's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


GREENSHIFT CORP: March 31 Balance Sheet Upside-Down by $21.7MM
--------------------------------------------------------------
Greenshift Corporation's consolidated balance sheet at March 31,
2008, showed $50.6 million in total assets, $71.1 million in total
liabilities, and $1.1 million in minority interest, resulting in a
$21.7 million total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $8.2 million in total current
assets available to pay $39.1 million in total current
liabilities.

The company reported a net loss of $3.8 million, on revenue of
$6.6 million for the first quarter ended March 31, 2008, compared
with a net loss of $4.3 million, on revenue of $1.0 million in the
same period a year ago.

Revenue for the three months ended March 31, 2008 included:

  -- $2.6 million in equipment and technology sales;
  -- $3.7 million in culinary oil sales; and,
  -- $331,371 in sales of corn oil for biofuel production.

In the comparable period of last year, revenues were comprised of
$588,070 from equipment sales and $418,138 from culinary oil
production and sales.

Cost of revenues for the three months ended March 31, 2008, were  
$4.8 million, or 72.9% of revenue compared to $909,078, or 90.3%
of revenue for the same period in 2007.  Included within cost of
revenue is depreciation and amortization  expense of $100,103 and
$48,251 for the three months ended March 31, 2008, and 2007,
respectively.  

Gross profit for three months ended March 31, 2008, was
$1.8 million, representing a gross margin of 27.1%.  This compared
to $97,130 or 9.7%, in the comparable period of the prior year.  
The company attributed the increase in gross margin to the
company's changed business operations during 2007 as well as the
development and early stage nature of those operations during the
first half of 2007.

Operating expenses for the three months ended March 31, 2008, were  
$1.3 million compared to $3.2 million for the same period in 2007.
Included in the three months ended March 31, 2008, was $304,017 in  
stock-based compensation as compared to approximately $2.0 million  
for the three months ended March 31, 2007.  

Interest expense for the three months ended March 31, 2008, was  
approximately $1.3 million as compared to approximately
$1.0 million for the same period in 2007.  This  increase was
mostly due to the debt service of the debt financing associated
with the company's biodiesel equipment sales and culinary oil
sales businesses.

Gain from the change in the fair market value of derivative  
liabilities was $319,829 for the three months ended March 31,
2008, compared with a loss of $436,180 for the three months ended
March 31, 2007.  Amortization of deferred financing costs and debt
discounts was $1.1 million and $1.5 million, respectively.

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?2c6e

                     Going Concern Disclaimer

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about GreenShift Corporation's ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's recurring losses
from operations and working capital deficit position.

The company had a working capital deficit of $30.9 million at
March 31, 2008.

                   About GreenShift Corporation

Headquartered in New York, GreenShift Corporation (OTC BB: GERS)
-- http://www.greenshift.com/-- develops and commercializes
clean technologies that facilitate the efficient use of natural  
resources.  The company accomplishes this by  developing and  
integrating new technologies into existing agricultural  
production facilities, by selling equipment and services based on  
those technologies, and by using those technologies to directly
produce and sell biomass-derived oils and fuels.


HAMILTON GARDENS: S&P Puts Default Ratings on Seven Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
seven classes from Hamilton Gardens CDO II Ltd., a collateralized
debt obligation of asset-backed securities transaction
collateralized predominantly by mezzanine classes of residential
mortgage-backed securities and other structured finance
transactions.  S&P removed six of the lowered ratings from
CreditWatch with negative implications.
     
S&P lowered the ratings on the notes following notice from the
trustee that the transaction has liquidated its portfolio assets
and distributed proceeds to the noteholders.  The proceeds were
insufficient to pay down the balances of the notes in full.


       Ratings Lowered and Removed from Creditwatch Negative

                                           Rating
                                           ------
     Transaction               Class      To     From
     -----------               -----      --     ----
     Hamilton Gardens II       A-1A       D      BBB+/Watch Neg
     Hamilton Gardens II       A-1B       D      B+/Watch Neg
     Hamilton Gardens II       A-1C       D      B-/Watch Neg    
     Hamilton Gardens II       A-2        D      CCC/Watch Neg   
     Hamilton Gardens II       B          D      CCC-/Watch Neg  
     Hamilton Gardens II       C          D      CCC-/Watch Neg


                          Rating Lowered

                                              Rating
                                              ------
    Transaction               Class      To              From
    -----------               -----      --              ----
    Hamilton Gardens II       D          D               CC   


HARTFORD MEZZANINE: Fitch Affirms 'B' Rating on $38.75MM Loans
--------------------------------------------------------------
Fitch has affirmed all classes of Hartford Mezzanine Investors I
CRE CDO 2007-1 as:

  -- $137,500,000 class A-1 at 'AAA';
  -- $50,000,000 class A-2 at 'AAA';
  -- $52,500,000 class A-3 at 'AAA';
  -- $35,000,000 class B at 'AA';
  -- $10,000,000 class C at 'A+';
  -- $10,000,000 class D at 'A';
  -- $15,000,000 class E at 'A-';
  -- $25,000,000 class F at 'BBB+';
  -- $20,000,000 class G at 'BBB';
  -- $21,250,000 class H at 'BBB-';
  -- $23,750,000 class J at 'BB';
  -- $38,750,000 class K at 'B'.

Fitch's affirmation of the above classes is based on the stability
of its performance parameters including maintaining an adequate
reinvestment cushion and remaining within its other transaction
covenants.

Deal Summary:

HMI I 2007-1 is a $500,000,000 revolving commercial real estate
cash flow collateralized debt obligation that closed on Aug. 8,
2007.  As of the effective date and based on Fitch
categorizations, the CDO was substantially invested as: commercial
real estate mezzanine loans (42.8%), commercial mortgage whole
loans/A-notes (40.2%), B-notes (10.3%), CMBS (3.0%), real estate
bank loans (1.2%), and uninvested proceeds (2.6%).  The CDO is
also permitted to invest in REIT debt, Trust Preferred Securities,
and CRE CDO securities.

The portfolio is selected and monitored by Hartford Investment
Management Company and Key Real Estate Equity Capital, Inc.  HMI I
2007-1 has a five-year reinvestment period during which, if all
reinvestment criteria are satisfied, principal proceeds may be
used to invest in substitute collateral.  The reinvestment period
ends in August 2012.

Asset Manager:

HIMCO is an active investor in junior portions of first mortgages,
mezzanine investments, whole loans, CMBS, and other structured
loan participations.  Key is affiliated with one of the largest
real estate services companies in the U.S., focusing on
acquisition, development, and bridge financing, with 36 offices
throughout the country.  This is each asset manager's first CRE
CDO.

Performance Summary:

HMI I 2007-1 became effective on May 2, 2008.  As of the effective
date, the as-is poolwide expected loss has improved slightly to
31.250% from 32.875% at close.  As a result, the CDO continues to
have above average reinvestment flexibility with 14.750% of
cushion based on its current weighted average spread of 2.76%.  
The WAS has decreased slightly from 3.02% at close.  The CDO's
covenanted Fitch PEL varies depending on the in-place WAS.  Based
on the trustee reported WAS, the PEL covenant can range from
42.000% to 46.000% (the WAS/PEL matrix).

Since closing, two commercial real estate loans were paid off
(2.7), and ten new CREL loans (28.3%) were added to the pool.  The
loans added to the pool were of consistent credit quality with the
portfolio at closing.  Additionally, two new rated securities
(4.2%) were added, including one CMBS (3%) rated 'A' and one real
estate bank loan (1.2%) rated 'BB-'.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the April 23,
2008 trustee report.

Collateral Analysis:

The CDO is comprised of approximately 96% commercial real estate
loans, including 42.8% mezzanine loans, 40.2% whole loans/A-notes
(a significant increase from 17.7% at close), and 10.3% B-notes.

As of the effective date, and based on Fitch categorizations, the
CDO is within all property type covenants.  Office loans comprise
the largest percentage of assets in the pool at 39.4%.  The
transaction's exposure to hotel loans is low relative to other CRE
CDOs at 7.8%.  The CDO has some exposure to nontraditional
property types, including land at 10.3%.  The CDO is also within
all its geographic covenants.

The Fitch Loan Diversity Index is 465 compared to the covenant of
625, which represents average diversity as compared to other CRE
CDOs.  Per the CDO covenants, no single obligor can be greater
than 10% of the target par amount.

Rating Definitions:

The ratings on the class A-1, A-2, A-3, and B notes address the
likelihood that investors will receive full and timely payments of
interest, per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings on the class C, D, E, F, G, H, J, and K notes address the
likelihood that investors will receive ultimate interest payments,
as well as the aggregate outstanding amount of principal, by the
stated maturity date, per the governing documents.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committed review.  
The surveillance team will conduct a review whenever there is an
approximately 15% change in the collateral composition, or semi-
annually.


HSI ASSET: S&P Slashes Certificates Rating to 'D' from 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-8 and M-9 certificates from HSI Asset Securitization Corp.
Trust 2006-WMC1 to 'D' from 'CC.'
     
S&P downgraded the class M-8 and M-9 certificates because they had
realized cumulative losses of $5,656,663.13 and $6,312,000,
respectively, as of the May 2008 remittance period.  To date, the
transaction has experienced $47.983 million in cumulative realized
losses.
     
Subordination, excess interest, and overcollateralization provide
credit support for the transaction.  At issuance, the collateral
backing the deals consisted of subprime fixed- and adjustable-rate
fully amortizing first-lien mortgage loans secured by one- to
four-family residential properties.


INTERSTATE BAKERIES: Wants to Reject Missouri, et al. Leases
------------------------------------------------------------
Pursuant Sections 105(a) and 365(a) of the Bankruptcy Code and
Rule 6006 of the Federal Rules of Bankruptcy Procedure, Interstate
Bakeries Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of Missouri to
reject five unexpired non-residential real property leases in four
locations, as of these proposed rejection dates:

  Location                                       Rejection Date
  --------                                       --------------      
  65160 County Rd., Hollister, Missouri             5/15/2008
  240 N. Waterman Ave., San Bernardino, California  5/15/2008
  1712 Riverside Rd., Rockford, Illinois            5/30/2008
  301 Bloomington Rd., Champaign, Illinois           6/5/2008
  1710 McCalla Ave., Knoxville, Tennessee            6/5/2008

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that based on a valuation analysis
conducted, the Debtors have determined that each Lease does not
have any marketable value beneficial to their estates.  

The substantial costs associated with the Leases constitute an
unnecessary drain on the Debtors' cash resources, Mr. Ivester
says.

Rejecting the Leases will eliminate any further taxes and
possible administrative charges to be incurred; hence, the
rejection will favorably affect the cash flow and assist in the
Debtors' future operations, Mr. Ivester maintains.

Mr. Ivester notes that any personal property remaining in each of
the Premises after the Rejection Dates are deemed abandoned to
the landlord of each Lease.  The Landlord will be entitled to
remove or dispose of the property.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or              
215/945-7000).


IBIS TECHNOLOGY: Gets Nasdaq Notice for Late Filing of Financials
-----------------------------------------------------------------
Ibis Technology Corporation said that it received a letter from
the Nasdaq Stock Market dated May 19, 2008 informing the Company
that Nasdaq had not received the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2008, as required by
Nasdaq Marketplace Rule 4310(c)(14). Accordingly, Nasdaq notified
the Company that the Nasdaq Listing Qualifications Panel will
consider the matter in rendering a determination regarding the
Company's continued listing on the Nasdaq Global Market.

The Company previously announced that it received a Nasdaq letter
dated April 16, 2008 advising that Nasdaq had not received the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, as required by Nasdaq Marketplace Rule
4310(c)(14). On March 31, 2008, the Company requested a 15-day
extension to file its Form 10-K, as permitted by Rule 12b-25 of
the Securities Exchange Act of 1934, as amended, to allow its
independent registered public accounting firm additional time to
review the Company's financial statements for the year ended
December 31, 2007 in order to afford sufficient time to conduct an
impairment analysis with respect to the Company's assets. The
Company was unable to file by the extension deadline, which
triggered the Nasdaq determination letter.

On April 23, 2008, the Company appealed the Nasdaq determination
by requesting a hearing before the Panel, which automatically
stayed the delisting of the Company's Common Stock pending the
Panel's review and determination. The hearing is scheduled for
June 5, 2008 at
9:30 am.

The Company is cooperating fully to ensure that the review of the
Company's financial statements for the year ended December 31,
2007, by its independent registered public accounting firm is
completed as quickly as possible and the Form 10-K will be filed
shortly thereafter. As a result of the delay in filing its Form
10-K, the Company was unable to timely file its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2008. The Company
intends to file the Form 10-Q as soon as reasonably practicable
after the filing of the Form 10-K. Although the Company
anticipates filing these reports promptly, there can be no
assurance the Panel will grant the Company's request for continued
listing.

On April 28, 2008, the Company announced that it had received a
Nasdaq letter dated April 23, 2008 notifying the Company that for
the last 30 consecutive trading days, the Company's common stock
had not maintained the minimum market value of publicly held
shares of $5,000,000, as required for continued inclusion by
Nasdaq Marketplace Rule 4450(a)(2). The Company has been provided
90 calendar days, or until July 22, 2008, to regain compliance.
The MVPHS of Common Stock must be $5,000,000 or greater for a
minimum of 10 consecutive trading days to comply. If compliance
with Nasdaq Marketplace Rule 4450(a)(2) cannot be demonstrated by
July 22, 2008, the Nasdaq Staff will provide written notification
that the Common Stock will be delisted. At that time, the Company
may appeal the Staff's determination to a Panel.

The Nasdaq letter indicated that the Company may transfer its
securities to the Nasdaq Capital Market if the Company satisfies
the inclusion requirements for that market. If the Company submits
a transfer application and pays the applicable fees by July 22,
2008, the initiation of the delisting proceedings will be stayed
pending the Staff's review of the application. If the Staff does
not approve the Company's transfer application, the Staff will
provide written notification that its securities will be delisted.

In addition, the Company previously announced that it received a
letter on December 10, 2007 from Nasdaq advising that, for the
previous 30 consecutive business days, the bid price of the Common
Stock had closed below the minimum $1.00 per share requirement for
continued inclusion on the Nasdaq Global Market pursuant to Nasdaq
Marketplace Rule 4450(a)(5). Nasdaq stated in its letter that in
accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company
has been provided 180 calendar days from the letter date, or until
June 9, 2008, to regain compliance with the minimum bid price
requirement. The bid price of the Common Stock must close at $1.00
per share or more for a minimum of 10 consecutive business days to
achieve compliance.

If the Company does not regain compliance with the minimum bid
price requirement by June 9, 2008, the Nasdaq Staff will provide
the Company with written notification that the Common Stock will
be delisted from the Nasdaq Global Market. At that time, the
Company may appeal the delisting determination to a Panel pursuant
to applicable Nasdaq rules. Alternatively, Nasdaq Marketplace Rule
4450(i) may permit the Company to transfer the Common Stock to the
Nasdaq Capital Market if the Common Stock satisfies all criteria,
other than compliance with the minimum bid price requirement, for
initial inclusion on such market. In the event of such a transfer,
the Nasdaq Marketplace Rules provide that the Company will be
afforded an additional 180 calendar days to comply with the
minimum bid price requirement while listed on the Nasdaq Capital
Market.

            Company Expects Substantial Doubt Comment

On May 15, 2008, Ibis Chief Financial Officer William J. Schmidt
informed the Securities and Exchange Commission that the company
anticipates that it will record an impairment loss on certain
long-lived assets, as well as certain of its patents, of
$1.6 million and record a charge to increase the reserve for
obsolescence of inventory of $1.8 million for the fourth quarter
of 2007.  In addition, Mr. Schmidt says, Ibis expects that, in the
audit report on its financial statements as of and for the year
ended December 31, 2007, its independent auditor KPMG LLP will
express substantial doubt about Ibis' ability to continue as a
going concern.

                      About Ibis Technology

Ibis Technology Corporation (Nasdaq GM: IBIS) --
http://www.ibis.com/-- is a provider of oxygen implanters for the  
production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen
Silicon-On-Insulator) wafers for the worldwide semiconductor
industry. Headquartered in Danvers, Massachusetts, Ibis Technology
is traded on Nasdaq under the symbol IBIS.


ISCO INTERNATIONAL: Secures $2.5MM Credit Facility from Lenders
---------------------------------------------------------------
ISCO International Inc. secured an agreement in principle for a
new $2.5 million credit facility with its lenders.  The line is
expected to expire on Aug. 1, 2010, and borrowings on the line
will be charged a 9.5% interest rate.

ISCO would borrow on the line immediately, using a portion of the
proceeds to repay the outstanding $500,000 short-term debt to
lenders related to the receivables factoring arrangement,
including accrued interest.

"This credit line indicates validation of our plan and provides us
the capital resources we need to implement our strategy," said
Gordon Reichard, Jr., chief executive officer of ISCO.  "We will
accelerate our realignment of the company around key growth
initiatives and transition our focus to sales and marketing
activities that most effectively implement our go-to-market
strategy."  

"We expect to disclose an investor call for early June to review
our plan with our investors," Mr. Reichard said.  "I am pleased to
see the buy in from our lenders and investors, and appreciate
their continued support of our company."

                   Changes in Board of Directors

ISCO welcomed Stephen McCarthy to its board of directors.
Mr. McCarthy served as Tellabs' executive vice president of Global
sales, services and marketing from 2004 through 2007.

Previously at Tellabs, he served as Sr. VP of Operations and
Services, Sr. VP Optical Networking, Sr. VP Global Marketing and
Sr. VP of Global Solutions and Services.  Prior to Tellabs,
Mr. McCarthy was Sr. VP of ADP's Major accounts division, and from
1989 through 1997 he held executive positions in both marketing
and sales at Ameritech.  Mr. McCarthy has a Bachelor of Science
degree in Finance from the University of Illinois and an MBA from
DePaul University.

"As we evolve our company, this addition shows the deliberate,
continuing diversification of our board to support our market-
focused plans for the future," Ralph Pini, chairman of the board
of directors, said.  "His experience, perspective and judgment
should provide great benefit to our company.  We are very pleased
to welcome him aboard."

ISCO also reported the resignation of John Thode from the board of
directors.  Mr. Thode was CEO of ISCO until November 2007 when he
joined a large Fortune 500 company, but continued to serve on
ISCO's board of directors until May 2008.

Additionally, Jim Fuentes also resigned, both as a director and an
employee.  Mr. Fuentes was a member of the board of directors
since 2003 and became chief strategy officer after the acquisition
of Clarity Communication Systems Inc. by ISCO during January 2008.

"First and foremost, I'd like to thank [Mr. Thode] and
[Mr. Fuentes] for their assistance in getting me up to speed here
at ISCO since I joined two months ago," Mr. Reichard said.  "We
are making profound changes to our company and business model.  
This process often includes the departures of some good people.  
Please join me in wishing them thanks for their contributions and
only success in the future."

In addition to Mr. Fuentes' departure, ISCO disclosed the
departure of Frank Cesario, its chief financial officer since
2002.  "Frank has been with the company a long time and has been
key to managing through the many tough transitions that have
occurred over the years," Mr. Pini said.  

"Over the past 60 days, Frank has provided the support and
invaluable insight regarding all aspects of the company allowing
us to create the new plan we are about to embark upon," said
Mr. Reichard.  "[Mr. Cesario] has a great future in front of him
and I know everyone wishes him the best."  The company is in the
advanced stages of the CFO selection process and will make a
statement at the appropriate time."

                     About ISCO International

Based in Elk Grove Village, Illinois, 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

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.


JAMES RIVER: S&P Revises Outlook to Developing from Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on James
River Coal Co. to developing from negative.  All ratings,
including the 'CCC' corporate credit rating, were affirmed.  The
developing outlook means ratings can be raised, lowered or
affirmed.
     
"The outlook revision reflects the expected improvement in the
company's earnings and liquidity in the second half of this year,"
said Standard & Poor's credit analyst Sherwin Brandford.  S&P
expect James River to yield realized prices above $80 per ton on
approximately 1 million tons of its uncommitted coal.  Still, risk
continues to exist that the company will not produce as much coal
as it expects, making it unable to yield the potential high
margins on the uncommitted coal, and thus hindering its near-term
liquidity.
     
The ratings on James River reflect the company's small size, high
operating costs, capital-intensive operations, and limited
geographic diversity.  The ratings also reflect the challenges of
operating in the Central Appalachian region, which is increasingly
expensive and difficult to mine because of mature, thinning seams,
escalating costs, and stringent permitting and safety regulations.
     
James River is a relatively small coal producer with about three
quarters of its production coming from Central Appalachia.  The
company has 15 underground mines, 11 surface mines, and 10
preparation plants located in eastern Kentucky and Indiana.

The company's performance has suffered from the soft coal-pricing
environment that led to Central Appalachian producers locking in
coal prices for 2007 and 2008 at less than $50 per ton from more
than $60 per ton at the beginning of 2006.  Although spot prices
have been above $80 for much of this year, the company will only
marginally benefit from these higher price levels because of the
lower priced contracts.  At the same time, James River has had
escalating costs in areas that include explosives, diesel, steel,
and regulatory compliance.  As a result, the company's operating
margins and its cost profile remain poor.
     
S&P could revise the outlook to positive if liquidity improves in
the near term as a result of the company being able to meet its
production and pricing expectations for the second half of 2008,
and the company receives commitments on a large percentage of its
2009 output at favorable prices relative to costs.  However, if
the company's production falls short of expectations, resulting in
a dramatic deterioration in its liquidity position, S&P could
revise the outlook to negative or lower the ratings.
               

JEVIC TRANSPO: Laid-Off Workers Sue, Alleges WARN Act Violations
----------------------------------------------------------------
Jevic Transportation, Inc. allegedly violated federal labor law
when the trucking company abruptly terminated approximately 1,200
employees shortly before it sought bankruptcy protection,
according to lawyers for workers who sued the company Wednesday in
Delaware federal court.

The lawsuit was filed on behalf of former Jevic employees Casimir
Czyzewski and Jeffrey Oehlers, who worked at the company's
Delanco, N.J., facility. According to the Complaint, the company
was required by the federal Worker Adjustment and Retraining
Notification (WARN) Act to give at least 60 days advance written
notice of the employee terminations and continue paying certain
wages, salary, and benefits during the notice period in accordance
with federal law.

The former employees are represented by Adam T. Klein, Jack A.
Raisner, and Rene S. Roupinian, of Outten & Golden LLP, of New
York.

The workers' lawyers will seek to have the lawsuit certified as a
class action that includes all persons who were terminated without
cause at Jevic Transportation facilities on or about May 19, 2008.
The suit seeks WARN Act-required wages, salary, commissions,
bonuses, accrued holiday pay, accrued vacation pay, pension and
401(k) contributions, and other benefits that would have been paid
or covered during the notice period, and attorneys' fees and
litigation-related costs.

The defendants are Jevic Transportation, Inc., Jevic Holding
Corp., Creek Road Properties, LLC, and Sun Capital Partners, Inc.

Attorney Jack A. Raisner, of Outten & Golden LLP, said, "We allege
that the Jevic Transportation employees are entitled to the
protections of the WARN Act. Employers bound by the WARN Act and
other labor laws cannot be allowed to compound the difficulties of
abruptly laid-off employees."

The case is "Casimir Czyzewski, Jeffrey Oehlers, et al., v. Jevic
Transportations, Inc., Jevic Holding Corp., Creek Road Properties,
LLC and Sun Capital Partners, Inc.," in U.S. Bankruptcy Court for
the District of Delaware; Case No. 08-11006-BLS; Adversary
Proceeding No. 08-50662-BLS.

Attorney Contact: Jack A. Raisner, Outten & Golden LLP, New York,
(212) 245-1000, http://www.outtengolden.com.

             About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company   
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  


KIK CUSTOM: S&P Slices LT Corporate Credit Rating to CCC+ from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Concord, Ontario-based consumer products
manufacturer KIK Custom Products Inc. to 'CCC+' from 'B-'.  At the
same time, S&P lowered the issue rating on the first-lien debt two
notches to 'CCC+' from 'B', as well as the issue rating on the
second-lien debt one notch to 'CCC-' from 'CCC'.  The outlook
is negative.
     
S&P also revised the recovery rating on the first-lien debt to '3'
from '2', indicating its reduced expectations of recovery in a
default scenario to meaningful (50%-70%) from substantial
(70%-90%).  The recovery rating on the second-lien debt is
unchanged at '6', indicating a negligible (0%-10%) recovery in a
default scenario.
     
"This downgrade and revision to the recovery rating reflect our
view that KIK's very weak operating performance and liquidity
position, as well as high debt leverage, have resulted in a higher
risk of default," said Standard & Poor's credit analyst Lori
Harris.
     
KIK's operating cash flow remains constrained by its heavy debt
burden and poor operating results.  With negative free cash flow
expected for 2008, the company may need outside cash injections
and divestiture proceeds to support the business.
     
For analytical purposes, Standard & Poor's bases its rating
conclusions on an operational and financial review of the parent
company, KCP Holdings Inc.
     
"The ratings on KIK reflect the company's very weak liquidity
position, highly leveraged capital structure, poor operating
results, integration challenges with previous acquisitions,
customer concentration, and its participation in the mature and
highly competitive North American personal care and household
products industries," Ms. Harris added.  KIK holds the position of
the largest contract manufacturer of consumer products and the
second-largest bleach manufacturer in North America.
     
The negative outlook reflects S&P's expectations that KIK's
operating performance, credit ratios, and liquidity position will
remain very weak in 2008, driven by soft EBITDA, elevated debt
levels, and negative free cash flow.  S&P could lower the ratings
if the company's liquidity position does not improve soon.  There
is no likelihood of S&P's revising the outlook to stable this year
unless KIK strengthens its liquidity position significantly and
meaningfully reduces leverage.


KRISTINA STALCUP: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kristina Dyann Stalcup
        1404 Laurel Road
        Knoxville, TN 37738

Bankruptcy Case No.: 08-31971

Type of Business: The Debtor has interests in Above the Smoke LLC,
                  Anakeesta HOA, Anakeesta LLC, Anakeesta
                  Village LLC, Chalet Rentals of the Smokies, and
                  The Smokies Group HOA.  She previously filed for
                  chapter 11 petition on Aug. 11, 2005 (Bankr.
                  E.D. Tenn. Case No. 05-34324) (J. Stair).

Chapter 11 Petition Date: May 5, 2008

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Edward J. Shultz, Esq.
                  Ayres & Parkey
                  P.O. Box 23380
                  Knoxville, TN 37933
                  Tel: (865) 637-1181
                  Fax: (865) 637-6050

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sevier County Trustee            Property Taxes         $34,835
125 Court Avenue, Suite 202E
Sevierville, TN 37862

                                 Business License        $2,494
                                 Tax

Internal Revenue Service         Income Tax             $23,537
Special Procedures Branch        Liability
Attn.: Bankruptcy Section
801 Broadway
Nashville, TN 37203

                                 Payroll Taxes           $9,482

Dorothy Stalcup                  Personal Loan          $18,000
1404 Laurel Road
Gatlinburg, TN 37738

RBM HPR, Inc.                    Maintenance Fees       $18,000
Mason Clinton, President
511 Parkway
Gatlinburg, TN 37738

Harry Fisher                     Personal Debt           $9,200

Molly Brownlee                   Personal Loan           $7,220

American Express                 Charge Card             $7,018

Citi Cards                       Charge Card             $6,548

Vick Engineering & Surveying     Professional            $5,565
                                 Services

Tennessee Department of Revenue  Sales Tax               $5,463

Denise Scotti                    Personal Loan           $3,000

Blalock Lumber Company           Services Provided       $2,040

City of Gatlinburg               Property Taxes          $1,665

Ed Dodgen                        Professional            $1,600
                                 Services

Jim Sheffer - City Storage       Rent                    $1,600

Baskins Creek Apartment, LLC     Rent                    $1,050

AT&T Advertising                 Advertising               $976

Clearwater Drilling Co.          Services Provided         $600


LANDING DEVELOPMENT: U.S. Trustee Forms Five-Member Committee
-------------------------------------------------------------
The United States Trustee for Region 18 named five creditors as
members of the official committee of unsecured creditors of
Landing Development LLC and its debtor-affiliates.  The members
are:

   1. Superfloors Inc.
      C/O Mr. Wayne Lindquist, Credit Manager
      6911 SOUTH 196th Street
      Kent, WA 98032
      Tel: (253) 872-6064

   2. Turnkey Building Products, LLC
      C/O Mr. Tony Caranica
      275 Beavercreek Road C-141
      Oregon City, OR 97045
      Tel: (971) 246-0040

   3. PR Drywall, LLC
      C/O Mr. Ron Byrd, President
      2730 Southeast 39th Loop Suite East
      Hillsboro, OR 97123
      Tel: (503) 439-0436

   4. Frame Tech Group
      C/O Mr. Arie Muller, President
      5160 Southwest Beaverton-Hillsdale Hwy
      Portland, OR 97221
      Tel: (503) 209-0423

   5. AK Painting, LLC
      C/O Mr. Aleksandr Kruzhkov
      3908 Northeast 35 Circle
      Vancouver, WA 98661
      Tel: (971) 570-1058

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

Milwaukie, Oregon-based Landing Development LLC, aka Volare at
Eagle Landings and aka Marnella Homes, --
http://www.marnellahomes.com/-- is a home builder.  Tony Marnella  
Inc. is the sole member of Landing Development.  Anthony L.
Marnella is the president and manager of Tony Marnella Inc.  The
company, together with Tony Marnella Inc. and Anthony Lawrence
Marnella, filed chapter 11 petition on April 14, 2008 (Bankr. D.
Ore. Case Nos. 08-31686, 08-31685 and 08-31688).  Judge Trish M.
Brown presides the case.  Susan S. Ford, Esq., at Sussman Shank
LLP represents the Debtors in their restructuring efforts.  They
listed $10 to $50 million in assets and debts when they filed for
bankruptcy.


LANDING DEVELOPMENT: Taps Sussman Shank as Bankruptcy Counsel
-------------------------------------------------------------
Landing Development LLC and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Oregon for authority to
employ Sussman Shank LLP as its counsel.

The firm is expected to render all legal services necessary in the
case.  Sussman Shank indicated willingness to serve as counsel to
the Debtors.

The firm's billing rates are $225 to $360 for partners, $260 to
$320 for special counsels, $185 to $240 for associates, $80 to
$160 for paralegals, and $85 for legal assistants.  Partner Susan
S. Ford, Esq., bills $315 per hour.

The Debtors assured the Court that the firm has no connection with
creditors or other adverse party or its attorneys.

The firm can be reached at:

   Sussman Shank LLP
   1000 Southwest Broadway, Suite 1400
   Portland, Oregon 97205
   Tel: (503) 227-1111
   Fax: (503) 248-0130

Milwaukie, Oregon-based Landing Development LLC, aka Volare at
Eagle Landings and aka Marnella Homes, --
http://www.marnellahomes.com/-- is a home builder.  Tony Marnella  
Inc. is the sole member of Landing Development.  Anthony L.
Marnella is the president and manager of Tony Marnella Inc.  The
company, together with Tony Marnella Inc. and Anthony Lawrence
Marnella, filed chapter 11 petition on April 14, 2008 (Bankr. D.
Ore. Case Nos. 08-31686, 08-31685 and 08-31688).  Judge Trish M.
Brown presides in the case.  Susan S. Ford, Esq., at Sussman Shank
LLP represents the Debtors in their restructuring efforts.  They
listed $10 to $50 million in assets and debts when they filed for
bankruptcy.


LEAR CORP: S&P Holds 'B+' Rating and Removes Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and certain other ratings on Lear Corp. and removed
them from CreditWatch with negative implications, where they were
placed on March 17, 2008, as a result of the American Axle &
Manufacturing Holdings Inc. (BB/Watch Neg/--) strike.  The outlook
is stable.
     
At the same time, Standard & Poor's raised its issue-level rating
on Lear's senior unsecured notes to 'B+' from 'B-', and assigned a
recovery rating of '4' to this debt, indicating the expectation
for average (30%-50%) recovery in the event of a payment default.  
The rating actions reflect the extension of S&P's recovery ratings
to all speculative-grade unsecured debt issues.
      
"The rating affirmation and stable outlook reflect our view that
Lear's credit measures will remain within our expectations for the
ratings in the face of very challenging North American auto sector
conditions in 2008 and perhaps 2009," said Standard & Poor's
credit analyst Lawrence Orlowski.  In the first quarter of 2008,
which was affected by the American Axle strike, net sales
increased by $75 million year-over-year and pretax income rose by
$27 million over the year-earlier period.  The improvement in
profitability reflects savings from restructuring initiatives and
the driving of commercial settlements.
     
The ratings on Lear reflect a highly leveraged financial risk
profile--currently strong for the rating--combined with a weak
business risk position that is dominated by the intense
competitive pressures of the global auto supply industry.  Lear
has a solid market position in the global auto seating supply
sector (79% of revenues) and is a player in the
electrical/electronics auto supply market.
     
The outlook is stable because the company has shown significant
improvement in expanding cash flow and earnings.  But S&P expect
the operating environment for auto suppliers to remain difficult
in 2008, with Lear's leverage and heavy dependence on the U.S.
auto manufacturers making the company especially vulnerable to
negative developments.  Even if the company's financial profile
weakens in 2008, S&P expect it to remain broadly consistent with
the current rating metrics of adjusted debt to EBITDA of less than
4x and FFO to debt of 15%.  To reach the upper end of S&P's
expected debt to EBITDA metric, Lear's EBITDA would have to drop
an estimated 30% from the levels of the 12 months ended March 29,
2008.  S&P could revise the outlook back to negative if industry
conditions deteriorate more than expected and if reduced
production and higher raw material prices significantly impair
profitability.


LEVITT AND SONS: Receiver to Hold Home Sales for LAS Depositors
---------------------------------------------------------------
In an effort to deliver completed homes to disappointed buyers who
lost their deposits when Levitt and Sons LLC and its debtor-
affiliates filed for bankruptcy late last year, court-appointed
receiver Andrew J. Bolnick and his legal counsel, Weissman,
Dervishi, Borgo & Nordlund, P.A., conducted a series of private
sales events May 19, 20 and 22 that gave homebuyers the first
opportunity to purchase finished homes at one of four Levitt and
Sons communities in Florida.

The Honorable Robert A. Rosenberg of the Broward Circuit Court
approved the receiver's plan to offer credit towards the purchase
price on an already-built model or spec home for deposits
previously made to Levitt.  Since filing for bankruptcy protection
on Nov. 9, 2007, Levitt and Sons has left hundreds of buyers
without homes and the loss of millions of dollars in deposits.

"Sadly, many residents, primarily senior citizens over the age of
55, lost their chance for a new home and a new beginning," Mr.
Bolnick said.  "These depositors who lost their down payment
are just another creditor in bankruptcy court, but to us, they
are valuable purchasers.  We will do our best to credit them for
their initial down payment and get them into their homes."

Working with legal counsel Weissman, Dervishi, Borgo & Nordlund,
P.A., Mr. Bolnick has devised a way to sell the existing home
inventory free and clear of liens and deliver marketable title, a
major concern of potential buyers.  Each potential sales contract
is brought for approval before the U.S. Bankruptcy Court for the
Southern District of Florida.  Once the sale is approved by the
Court, the liens are shifted by court order from the home to the
proceeds of the sale.

Models and spec homes tours were:

   * May 19, 2008 -- Cascades of Groveland, Groveland, Lake County

   * May 20, 2008 -- Jesup's Reserve, Winter Springs, Seminole
     County

   * May 20, 2008 -- Turtle Creek, St. Cloud, Osceola County

   * May 22, 2008 -- Cascades at River Hall, Alva, Lee County

Complete detail listings of homes for sale and floor plan can be
obtained at 305-789-4282 or 888-754-7030, and
http://www.levittreceivership.com

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Affiliates Want UFC Title to Turn Over Funds
-------------------------------------------------------------
Debtor Regency Hills by Levitt and Sons, LLC, asks the U.S.
Bankruptcy Court for the Southern District of Florida to direct
UFC Title Insurance Agency, LLC, as custodian, to turn over
certain funds it holds in escrow to the Debtor.  The Funds
constitute proceeds of the sale of a home on Lot 305 in
Hartwood Reserve, in Lake County, Florida, sold to Jose A.
Feliciano.

Regency Hills believes that the sale proceeds of approximately
$267,000, including interest, were placed, and remain in UFC's
escrow account, as its title agent.  The Debtor also believes
that there are no liens on the Home and therefore, asserts that  
it is entitled to the Funds in its entirety.

In the event that UFC can establish that liens against the Home
exist, Regency Hills seeks language in the Court's order
authorizing UFC to withhold an amount sufficient to satisfy the
liens, turn over the balance to the Debtor, and provide any and
all information that evidences or tends to evidence the liens for
the Debtor's review.

If, after review, Regency Hills determines that the liens
identified by UFC are invalid, the Debtor urges the Court to
conduct a hearing to determine the validity and amount of the
lien.

If the Court determines that the lien is valid, Regency Hills
asks the Court to compel UFC to satisfy that lien in full.  If
the Court determines that the lien is invalid, Regency Hills
asserts that UFC should turn over the retained part of the Fund
to the Debtor.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Shelby Wants to Sell 26-Acre Property for $13.7MM
------------------------------------------------------------------
Levitt and Sons LLC's debtor-affiliate, Levitt and Sons of Shelby
County LLC, asks the U.S. Bankruptcy Court for the Southern
District of Florida:

   (a) to approve a purchase and sale agreement, dated May 2,
       2008, for a certain property of LAS Shelby County, with
       potential purchaser Hyneman Companies, LLC, joined by
       Debtors Bowden Building Corp. and Levitt and Sons of
       Tennessee, LLC, to the extent they own any of the
       Property;

   (b) to approve uniform proposed bidding and sale procedures
       with respect to the proposed sale;

   (c) for authority to reimburse the Purchaser's expenses; and

   (d) for authority to sell the Property, free and clear of
       liens, claims, liabilities, encumbrances and other
       interests.

LAS Shelby County holds title to a property, consisting of  
approximately 26.1 acres of land located in Shelby County,
Tennessee, and 224 lots located in five subdivisions, Concord
Estates, Huntington Oaks, Pemberton Meadows, Peterson Ridge, and
Sycamore Trace, Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida, relates.

The Debtors intend to sell the Shelby Property as promptly as
possible, consistent with the due process requirements of
Sections 363 and 365 of the U.S. Bankruptcy Code.

Accordingly, the Debtors entered into Purchase Agreement with
Hyneman Companies, which contemplates that:

     * Hyneman will pay LAS Shelby County $13,715,000 for the
       Property;

     * Hyneman will assume certain related documents, developer
       rights and contracts; and

     * Hyneman will assume responsibility for installation and
       privatization of improvements to be constructed in
       connection with each subdivision of which the Property is
       comprised.

A full-text copy of the Hyneman Purchase Agreement is available
for free at http://researcharchives.com/t/s?2c76

Under the Purchase Agreement, LAS Shelby County has reserved its
right to accept a higher and better offer for the Property.

According to Mr. Guso, LAS Shelby County has previously exposed
the Property to an appropriate competitive sale process, and the
contemplated sale, subject to higher and better offers, will
facilitate a further competitive process to achieve the highest
and best offer.

                        Bidding Procedures

LAS Shelby County proposes that all bids must be submitted in
writing no later than June 10, 2008, at 4:00 p.m., Florida time.

Qualified bidders must submit bids for all of the Property.  Any
party wishing to submit a competitive bid must comply with these
procedures:

   (a) Deliver not later than the deadline a copy of the initial
       written purchase offer to Hyneman, its counsel, counsel
       for Regions Bank, N.A., and counsel for the Official
       Committee of Unsecured Creditors, in substantially the
       same form as the Agreement, with an additional redlined
       copy to show changes made.

       LAS Shelby County, upon consultation with the Creditors
       Committee, may accept modifications to the Agreement
       submitted by a prospective purchaser who otherwise
       complies with the Bidding Procedures if it determines that
       the proposed modifications result in a higher and better
       offer.

       However, (i) if the competing bids include different
       economic terms, LAS Shelby County, in consultation with
       the Creditors Committee, may evaluate those bids before an
       auction for the sole purpose of determining and announcing
       the highest and best bid, and (ii) the overbid is
       otherwise a qualified competing bid.

   (b) Each bidder must simultaneously place a $250,000 deposit
       in escrow in the trust account of counsel for LAS Shelby
       County.  The Deposit will be refundable if the Qualified
       Competing Bid is not deemed the highest and best bid.  The
       Initial Deposit will be conditionally non-refundable as to
       the second highest bidder.

   (c) Each bidder must simultaneously provide evidence
       reasonably satisfactory to LAS Shelby County and the
       Creditors Committee demonstrating its financial ability to
       close and to consummate an acquisition of the Property.

   (d) The Initial Overbid or the initial Qualified Competing Bid
       for all the Property must exceed the Purchase Price by at
       least $300,000.

   (e) At the Auction, the initial successive overbid, if any,
       for all the Property will be made in an increment of not
       less than $150,000 of cash consideration in excess of the
       Initial Overbid.  All additional overbids will be in
       increments of not less than $50,000 in excess of the last
       submitted, highest qualified bid.

   (f) The successful bidder will close on or before the 11th day
       after the Sale is approved.  LAS Shelby County will be
       authorized to accept the second highest bid as a back-up
       bid and will be permitted to close on the Back-Up Bid in
       the event that the Successful Bidder does not timely
       close.

   (g) If Hyneman is the second highest bidder, it will act as
       the Back-Up Bidder if the Successful Bidder does not close
       for any reason; and the Initial Deposit will be held until
       the closing and consummation of the Successful Bidder's
       acquisition of the Property, but only if the closing date
       is not extended or is extended with the Successful
       Bidder's written consent.

       If Hyneman is not the first or second highest bidder, it
       will, at its election, have the right to stand as an
       additional back-up buyer at its last and final bid amount,
       if the Successful or Back-Up Bidders do not close for any
       reason.

       If Hyneman elects to serve as the additional Back-Up
       Bidder, then the Initial Deposit will be held until the
       closing and consummation of the Successful Bidder's
       acquisition of the Property, at which time the Initial
       Deposit will be returned to the Purchaser.  If Hyneman
       closes, then the Initial Deposit will be applied to the
       purchase of the Property.

       If Hyneman chooses not to serve as additional Back-Up
       Bidder, then the Initial Deposit, plus interest, will be
       returned to it.

In the event Hyneman is not the Successful Bidder, LAS Shelby
County seeks authority to reimburse the proposed buyer up to
$137,150 in reasonable, actual and fully documented expenses.  
LAS Shelby Counter proposes to allow that payment as an
administrative expense priority in the Debtors' estate to be paid
from the closing proceeds.

Mr. Guso maintains that certain buyer protection, including
break-up fees and expense reimbursement, made in connection with
possible higher and better offers will provide more benefit to
the Debtors' estates by encouraging higher bidding.

LAS Shelby County agrees to shell out up to $275,000, or 1% of
the proposed purchase price, for Buyer Protections amounts --
$137,500 for the Break-Up Fee and up to $137,500 for Expense
Reimbursement.  That amount is reasonable, appropriate and within
the Debtor's sound business judgment under the circumstances
because it will serve to maximize the value LAS Shelby County
will recover through the Sale, Mr. Guso avers.

                             Auction

If more than one Qualified Bid is received by June 10, the
Debtors will hold an Auction at the offices of Berger Singerman,
P.A., located at 350 East Las Olas Blvd., Suite 1000, in Fort
Lauderdale, Florida, at 10:00 a.m., on June 12, 2008.

Other than Hyneman, only persons or entities submitting Qualified
Competing Bids will be eligible to bid at the Auction.

In its discretion and in consultation with the Creditors
Committee, LAS Shelby County may establish rules to govern the
Auction in accordance with any of the Bidding Procedures.

LAS Shelby County intends to use the Sale proceeds as the basis
for a plan under a liquidating Chapter 11 process.  Therefore,
the Sale is in contemplation of a plan and thus, the transfer of
the Property to the Successful Bidder and the resulting
transactions are exempt from any transfer, sales, stamp or
similar tax in all necessary jurisdictions as it relates to the
instant sale, pursuant to Section 1146(c) of the Bankruptcy Code,
Mr. Guso asserts.

                          Final Hearing

The Court will conduct a final hearing on June 16, 2008, to
consider approval of the highest and best bid for the Property.  
The Successful Bidder will be presented for Court approval at the
Sale hearing.

Any party who disputes the sale request must file a written
objection to the Court no later than June 13.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Hearing on Plan-Filing Extension Set June 5
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on June 5, 2008, to consider a request by
Levitt and Sons LLC and its debtor-affiliates for an extension of
their exclusive plan-filing periods.

The Debtors had asked the Court to further extend their exclusive
period to file a plan of reorganization through June 27, 2008, and
their exclusive period to solicit acceptances of that plan through
Sept. 30, 2008.

As reported in the Troubled Company Reporter on May 14, 2008, the
Debtors prepared a proposed plan, as to which the Official
Committee of Unsecured Creditors has had substantial input, the
Debtors related.  The Creditors Committee is likely to be a co-
proponent of the plan.  The collaboration between the Debtors and
the Creditors Committee with respect to the terms of a plan are
ongoing, said the Debtors.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LINENS N THINGS: Wants Genuity as Investment Banker
---------------------------------------------------
Linens 'n Things and its debtor-affiliates seek the authority of
the United States Bankruptcy Court for the District of Delaware to
employ Genuity Capital Markets as investment banker, nunc pro tunc
to the Petition Date.

According to Francis M. Rowan, the Debtors' chief financial
officer, the Debtors need Genuity to assist them in connection
with one or more transactions by which a third party acquires:

   -- a majority or more of the issued and outstanding securities
      of Linens 'n Things Canada I Company and Linens 'n Things
      Center, Inc.; or

   -- an interest in Linens Canada in a matter that is in form
      and substance satisfactory to the Debtors.

Mr. Rowan notes that a divestiture does not include a sale by the
Debtors or Center of the equity securities of Linens Canada or an
interest in the Canadian business to a U.S. special purpose
acquisition company to the extent Genuity did not have a role in
the SPAC transaction.

The Debtors submit that a successful Divestiture is the best way
to maximize the value of the Company's Canadian assets.  To that
end, Mr. Rowan tells the Court that Genuity has been working
since February 2008 contacting and soliciting interest from
potential interested parties.

"Primarily strategic parties involved in the North American
retail industry were contacted with access to detailed financial
and operational information for those parties who executed a non-
disclosure agreement," Mr. Rowan says.  "Select parties have also
been granted access to a data room, in addition to receiving
presentations from management."

Genuity will assist and advise the Debtors with various services
in connection with a Divestiture.  Genuity will:

   (a) review possible strategic options with respect to the
       Divestiture and provide advice regarding the appropriate
       form and structure of a Divestiture transaction;

   (b) provide a range of estimated sale proceeds from a
       Divestiture;

   (c) prepare marketing materials including a confidential
       memorandum describing the operations and assets of Linens
       Canada, the procedures to be followed by prospective
       purchasers, a form of confidentiality agreement for
       execution by recipients of confidential information, and a
       list of qualified potential purchasers;

   (d) as authorized by the Debtors, contact selected potential
       purchasers and solicit expressions of interest;

   (e) assist in identifying and assembling the contents of a
       data room and generally to supervise the due diligence
       activities conducted by potential purchasers;

   (f) evaluate and assess from a financial and market point of
       view any offer for the Debtors including any potential
       synergies available to the prospective purchaser;

   (g) assist in all aspects of any negotiations with potential
       purchasers including, if requested, participating directly
       in the negotiations;

   (h) advise and assist management in connection with any
       presentations to any prospective purchaser;

   (i) if requested, provide an opinion in accordance with its  
       customary practice as to the fairness of inadequacy of any
       proposed Divestiture from a financial point of view;

   (j) work with the Debtors' legal, accounting, and tax advisors
       in completing a Divestiture; and

   (k) perform other services that the Debtors and Genuity
       mutually agree.

Mr. Rowan tells the Court that the Debtors chose Genuity to act
as investment banker in connection with the Divestiture because
Genuity is a leading independent investment banking firm
specializing in complex merger and aquisition and financing
transactions.  Specifically, Genuity has:

   -- substantial experience with, and knowledge of, companies
      involved in the retail industry;

   -- extensive knowledge of potential strategic buyers
      interested in the Debtors' industry; and

   -- substantial sell-side investment banking transaction
      experience.

Genuity has served as an investment banker in a number of
bankruptcy matters including, as financial advisor to a steering
committee of $1.2 billion senior unsecured note holders in the
financial restructuring of Tembec, Inc.

The Debtors will pay Genuity a transaction fee equal to 1% of the
Divestiture value or the aggregate fair market value of any
securities issued and all other consideration paid to or received
by the Debtors.  The Transaction Fee may also be payable to
Genuity if, within 12 months after termination of the engagement,
either (i) a Divestiture is consummated or (ii) the Debtors or a
subsidiary or other affiliate of the Debtors enters into an
agreement with any person that subsequently resulsts in a
Divestiture.

Whether or not a Divestiture occurs, the Debtors will reimburser
genuity for all reasonable out-of-pocket expenses incurred by
Genuity.

All fees will be paid to Genuity concurrently with the completion
of a Divestiture.  Reimbursable expenses will be payable by the
Debtors upon receipt of Genuity's invoices, which will be
submitted to the Debtpors monthly for approva and payment.

Jamie Nagy, a member of Genuity, assures the Court that Genuity
is a "disinterested person" within the meaning og Section 101(14)
of the Bankruptcy Code and holds no interest materially adverse
to the Debtors.

                     About Linens 'N Things

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.

(Linens 'n Things Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LINENS N THINGS: Wants to Employ Michael Gries as CEO & CRO
-----------------------------------------------------------
Linens 'n Things and its debtor-affiliates seek the authority of
the United States Bankruptcy Court for the District of Delaware to
approve an engagement agreement between them and Conway Del Genio
Gries & Co., LLC.

Pursuant to the Engagement Agreement, Michael F. Gries will serve
as the Debtors' interim chief executive officer and chief
restructuring officer.  Additional individuals provided by CDG
will provide other critical management services to the Debtors.

Francis M. Rowan, the Debtors' senior vice president and chief
financial officer, tells the Court that Mr. Gries' and CDG's
services are necessary in the Chapter 11 cases because the
Debtors need sophisticated executives with extensive Chapter 11
turnaround experience to guide them with their restructuring.

CDG will manage all aspects of the Debtors' Chapter 11 cases
leading to a possible refinancing, restructuring, or modification
of all of the Debtors' existing debt, other obligations, or
equity.  CDG will also manage the Debtors' day to day operations
including business strategy, supplier relationships, expansion or
contraction of the retail footprint, and all employee related
matters.  In this regard, Mr. Gries has been appointed CRO by the
Debtors' Board of Directors effective upon the commencement of
the bankruptcy cases.

To provide restructuring management services to the Debtors, CDG
will, among other things:

   (a) perform general due diligence on the Debtors, which will
       include gathering and analyzing data, evaluating the
       Debtors' existing financial forecasts and budgets, and
       discussing the information with other members of
       management;

   (b) review the Debtors' current liquidity forecast, and assist
       other members of management in modifying and updating the
       forecast based upon current information, CDG's
       observations and other information, including monthly and
       annual forecasts;

   (c) lead the Debtors' efforts in structuring and obtaining
       additional working capital financing, identifying
       potential lenders and, contact those lenders;

   (d) prepare a strategic evaluation of the Debtors and their
       business units;

   (e) lead the Debtors in the development of a business plan;

   (f) organize the Debtors' resources and activities so as to
       effectively and efficiently plan, coordinate and manage
       the restructuring process;

   (g) review the Debtors' business strategies and plans to
       identify potential savings opportunities, and lead the
       implementation of those savings or improvements;

   (h) assist the Debtors in the design, preparation and
       presentation of a formal restructuring proposal; and

   (i) review the Debtors' organizational and decision-making
       infrastructure, including internal reporting processes to
       improve the efficiency and timeliness of decision-making
       and progress against company wide goals and initiatives.

As CRO, Mr. Gries, and other CDG personnel assisting him, will:

   (a) addressing all operational issues as they arise;

   (b) manage all supplier relationships;

   (c) implement operational changes, including store openings
       and closings;

   (d) manage inventory purchasing and the supply of merchandise
       to the Debtors' stores;

   (e) address promotional and advertising strategies, and
       determine the appropriate strategy for the Debtors'
       business going forward; and

   (f) implement any necessary supply chain changes.

Pursuant to the Engagement Agreement, CDG will be:

   -- paid at the monthly rate of $200,000, payable in advance;

   -- paid monthly in arrears for reimbursement of expenses;

   -- entitled to a fee of $3,000,000, payable in cash upon the
      completion of the Debtors' restructuring; and

   -- entitled to indemnity to the extent set forth in the
      Engagement Agreement.

Mr. Gries informs the Court that CDG does not have a prepetition
claim against the Debtors.  He discloses that as of the Petition
Date, CDG held the postpetition pro rata portion of the current
monthly fee of $193,333, which was paid by the Debtors pursuant
to the Engagement Agreement.

Mr. Gries assures the Honorable Christopher S. Sontchi that CDG is
a disinterested person as defined by Section 101(14) of the
Bankruptcy Code.

                     About Linens 'N Things

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.

(Linens 'n Things Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


MACKLOWE PROPERTIES: Inks $3.9BB Sale Pact with Boston Properties
-----------------------------------------------------------------
Boston Properties Inc. entered into agreements with entities
affiliated with Macklowe Properties to acquire the General Motors
Building and a portfolio of other assets located in New York City
consisting of 540 Madison Avenue, 125 West 55th Street and Two
Grand Central Tower for an aggregate purchase price of
approximately $3,949,000,000.

The purchase price consists of approximately $1,465,500,000 in
cash, the issuance to one of the selling entities of $10,000,000
of common units of limited partnership interest in Boston
Properties Limited Partnership, and the assumption of about
$2,473,500,000 of fixed rate debt.

The debt that is expected to be assumed as part of the
transactions consists of:

A. General Motors Building

   * an aggregate principal amount of $1,900,000,000 of secured
     and mezzanine loans having a weighted average interest
     rate of 5.97% per annum, all of which mature in September
     2017; Boston Properties intends to acquire the lenders'
     interest in a portion of the mezzanine loans having an
     aggregate principal amount of $294,000,000

B. 540 Madison Avenue

   * two secured loans having an aggregate principal amount
     of $120,000,000 and a weighted average interest rate of
     5.28% per annum, each of which matures in July 2013

C. 125 West 55th Street

   * an aggregate principal amount of $263,500,000 of secured
     and mezzanine loans having a weighted average interest
     rate of 6.31% per annum, all of which mature in March 2010

D. Two Grand Central Tower

   * a $190,000,000 secured loan having a per annum interest
     rate of 5.10%, which matures in July 2010

Boston Properties expects to consummate the acquisitions through
one or more joint ventures with financial partners.  The identity
of the partners and the specific terms and conditions of the joint
venture arrangements have not been finalized, but Boston
Properties expects that it will ultimately own an economic
interest of up to approximately 49% in the venture(s) and provide
customary property management and leasing services.

The closing of the acquisitions is expected to occur in multiple
steps, with the acquisition of the General Motors Building
expected to close in June 2008 and the acquisition of the
remaining assets occurring thereafter.  Boston Properties has
posted a deposit in the form of a letter of credit in the amount
of $165,000,000.  The closing of the acquisitions is subject to
customary conditions and termination rights for transactions of
this type.

Boston Properties, however, warned that there can be no assurance
that the closings will occur on the terms currently contemplated
or at all.

The General Motors Building is an approximately 2,000,000 rentable
square foot office building located at the corner of 5th Avenue
and Central Park South in New York City.

The 540 Madison Avenue is a 39-story building located at Madison
Avenue at 55th Street that contains approximately 292,000 rentable
square feet.

The 125 West 55th Street is a 23-story building, spanning from
55th to 56th Streets between Avenue of the Americas and Seventh
Avenue, that contains approximately 591,000 rentable square feet.

Two Grand Central Tower is a 44-story mid-block tower that runs
from 44th to 45th Street between Lexington and Third Avenue and
contains approximately 664,000 rentable square feet.

Goldman Sachs and Morgan Stanley are acting as financial advisors
to Boston Properties and the investors in these transactions, and
Lehman Brothers and Deutsche Bank are also advising Boston
Properties.  Proskauer Rose LLP and Goodwin Procter LLP are
rendering legal and tax advice to Boston Properties.

                     About Boston Properties
  
Headquartered in Boston, Massachusetts, Boston Properties Inc.
(NYSE:BXP) -- http://www.bostonproperties.com/-- is a fully   
integrated self-administered and self-managed real estate
investment trust, and an owner and developer of office properties
in the United States.  The company's properties are concentrated
in five markets: Boston, Washington, D.C., midtown Manhattan, San
Francisco and Princeton, New Jersey.  The company conducts
substantially all of its business through its subsidiary, Boston
Properties Limited Partnership.

                     About Goldman Sachs Group

Headquaertered in New York City, The Goldman Sachs Group Inc.
(NYSE:GS) -- http://www.gs.com/-- is a global investment banking,
securities and investment management firm that provides a range of
services worldwide to a client base that includes corporations,
financial institutions, governments and high-net-worth
individuals.  Its activities are divided into three segments:
Investment Banking, Trading and Principal Investments, and Asset
Management and Securities Services.

                     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 12,000,000 square feet of office
space and 900 apartment units.

                     Lenders Waive Loan Default

As reported in the Troubled Company Reporter on May 5, 2008,  
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 $5,800,000,000, and Fortress about $1,200,000,000, plus
accrued interest.  Both of the debts, secured by Mr. Macklowe's
$7,000,000,000 real property in Manhattan, originally matured
Feb. 9, 2008.


MAHMOUD SHABEHPOUT: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mahmoud Shabehpout
        4341 W. North Avenue
        Chicago, IL 60639

Bankruptcy Case No.: 08-10730

Type of Business: The Debtor.

Chapter 11 Petition Date: April 29, 2008

Court: Northern District of Illinois (Chicago)

Judge: Judge Eugene R. Wedoff

Debtor's Counsel: Peter C. Nabhani
                  Law Office of Robert Habib
                  77 W. Washington Street, #411
                  Chicago, IL 60602
                  Tel: (312) 201-1421
                  Fax: (312) 673-2110

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First Eagle Bank Bank            Bank Loan             $828,739
Attn: Ken Petropoulos
1040 East Lake Street
Hanover Park, IL 60133

American Express                 Credit card            $27,491
P.O. Box 981537
El Paso, TX

Unifund Co.                      Credit Card            $11,900
10751 Techwoods Circle
Cincinatti, OH 45242

Alpine Capital Investment        Credit Card             $5,425

Portage Auto Parts               Trade Debt              $5,946

Chase                            Credit Card             $4,654

Gloria Gonzalez                  Tennant Dispute         $4,350

Asset Acceptance                 Credit Card               $845

State Collection Service         Utility Collection        $250

NCO Financial                    SBC Collection             $69

HSBC Bank                        Credit Card                $62

Ann Arbor Credit Business        Telephone Account          $41


MAGELLAN AEROSPACE: Lender Extends Payment Deadline to June 24
--------------------------------------------------------------
Magellan Aerospace Corporation obtained a 30-day extension to the
current term of its credit agreement to June 24, 2008.
    
As part of the extension, the company is in negotiations with the
bank to increase the credit facility limit by $20 million and to
extend the agreement term to May 23, 2009.  

To date the negotiations have been positive with respect to
proposed amendments to the credit facility.  The company is
also in discussions with the chairman of the board of the company
to extend his guarantee for the additional term and to cover the
additional amount of credit facility.

Magellan expects to use a portion of the additional credit
facility capacity to retire the Bridge Loan for $15 million due
July 31, 2008, which it borrowed in January 2008 to partially fund
the repayment of the 8.5% convertible unsecured subordinated
debentures on Jan. 31, 2008.

                About Magellan Aerospace Corporation

Headquartered in Ontario, Canada, Magellan Aerospace Corporation
(TSE:MAL) -- http://www.magellan.aero/-- is a diversified  
supplier of components to the aerospace industry.  Through its
wholly owned subsidiaries, the company designs, engineers and
manufactures aeroengine and aerostructure components for aerospace
markets, advanced products for military and space markets, and
complementary specialty products.  Magellan also supports the
aftermarket through supply of spare parts, as well as performing
repair and overhaul services.  The company has two product
groupings: aerostructures and aeroengines.  The company has
operating units throughout Canada, the United States and the
United Kingdom.

                              Waiver

Subsequent to March 31, 2008, the company received a waiver with
respect to financial covenant ratios of current assets to current
liabilities and of tangible net worth.

As at March 31, 2008, was not in compliance with respect to the  
these covenants as a result of the required adoption of CICA
Handbook Section 3031, "Inventories" that resulted in adjustments
to the opening inventory, capital assets, other assets and
retained earnings.


MAGNA ENTERTAINMENT: Amends & Extends Financing Arrangements
------------------------------------------------------------
Magna Entertainment Corp. amended certain of its financing
agreements such as the extension of:

   * the maturity date of its $40 million senior secured revolving
     credit facility with a Canadian chartered bank from May 23,
     2008 to July 30, 2008 (subject to certain acceleration
     provisions);

   * the maturity date of its bridge loan facility with a
     subsidiary of MI Developments Inc., MEC's controlling
     shareholder, from May 31, 2008 to Aug. 31, 2008 (subject to
     certain acceleration provisions) and increasing the maximum
     commitment available from $80 million to $110 million; and

   * the due date of its $100 million repayment requirement under
     the Gulfstream Park project financing with the MID Lender
     from May 31, 2008 to Aug. 31, 2008 (subject to certain
     acceleration provisions).

On Sept. 12, 2007, MEC's Board of Directors approved a debt
elimination plan designed to eliminate MEC's net debt by Dec. 31,
2008 by generating funding from asset sales, entering into
strategic transactions involving certain of MEC's racing, gaming
and technology operations, and a possible future equity issuance.  
Although MEC continues to implement its debt elimination plan, the
sale of assets contemplated under the debt elimination plan is
taking longer than originally contemplated and the success of the
debt elimination plan is not assured.

On March 31, 2008, MID announced that it had received a
reorganization proposal on behalf of various shareholders of MID,
including entities affiliated with the Stronach Trust, MID's
controlling shareholder.  The MID Reorganization Proposal
contemplates, among other things, MID calling by May 30, 2008, a
special meeting of shareholders to consider the proposal and
closing the transaction no later than July 30, 2008.  The MID
Reorganization Proposal is subject to certain material conditions,
some of which are beyond MID's control, and there can be no
assurance that the transaction contemplated by the MID
Reorganization Proposal, or any other transaction, will be
completed.

                   Senior Bank Facility Amendments

The maturity date of the Senior Bank Facility has been extended
from May 23, 2008 to July 31, 2008; provided, however, that if the
MID Reorganization Proposal does not proceed for any reason, the
maturity date will be accelerated to a date that will be fourteen
days prior to the accelerated maturity dates of the facilities
with the MID Lender.  In connection with the amendment and
extension of the Senior Bank Facility, MEC incurred a fee of
$670,000.

                       Bridge Loan Amendments

The maximum commitment available under the Bridge Loan has been
increased from $80 million to $110 million and MEC is now
permitted to redraw amounts that it repaid prior to May 23, 2008
(approximately $21.5 million).  The maturity date of the Bridge
Loan has been extended from May 31, 2008 to Aug. 31, 2008;
provided, however, that if the MID Reorganization Proposal does
not proceed for any reason, the maturity date will be accelerated
to one month after the date on which MID gives notice to MEC that
the MID Reorganization Proposal is not proceeding.

In connection with the amendment and extension of the Bridge Loan,
MEC incurred a fee of $1.1 million (1.0% of the increased maximum
commitment).  If the MID Reorganization Proposal has not been
approved by Aug. 1, 2008 or if the Bridge Loan maturity date is
accelerated, there will be an additional arrangement fee of 1.0%
of the then current commitment.

                    Project Financing Amendments

In connection with the amendments to the Bridge Loan.  MEC and the
MID Lender also amended the project financing facilities provided
to Gulfstream Park and Remington Park.  These amendments included
extending the deadline for repayment of at least $100 million
under the Gulfstream Park project financing facility from May 31,
2008 to Aug. 31, 2008 (during which time any repayments made under
either facility will not be subject to a make-whole payment).  If
the Bridge Loan maturity date is accelerated, the deadline for
repayment of the $100 million will also be accelerated to the same
date.

                     Special Committee Process

Consideration of the amendments to the financing arrangements with
the MID Lender was supervised by the Special Committee of MEC's
board of directors consisting of Jerry D. Campbell (Chairman),
Anthony J. Campbell and William J. Menear.  The approval of MEC's
board followed a favorable recommendation of the Special
Committee.  The Special Committee retained independent legal
advisors to assist it in its deliberations in respect of these
transactions.

MEC will file a material change report as soon as practicable
after issuing this press release.  The material change report will
be filed less than 21 days prior to the closing of the loan
amendments.  The timing of the material change report is, in MEC's
view, both necessary and reasonable because the terms of the
amendments were settled and approved by MEC's board of directors
on May 22, 2008, and MEC requires immediate funding to address its
short-term liquidity needs.

                      Statement from MID

John Simonetti, MID's Chief Executive Officer, stated, "With the
implementation of its Debt Elimination Plan taking longer than
anticipated, MEC will not be in a position to repay the bridge
loan or a portion of the Gulfstream Park project financing as
originally contemplated. Recently, certain MID shareholders
brought forward a reorganization proposal that would
deal with our MEC investment, including the MEC bridge loan and
project financings. This proposal is currently being considered by
MID's Special Committee of independent directors and, in the
circumstances, we believe that it is in the best interests of MID
to enter into these amendments."

As to the Reorganization Proposal, MID says it is supported by
over 50% of MID's Class A shareholders and approximately 95% of
Class B shareholders.  The proposed reorganization would be
carried out by way of a court-approved plan of arrangement under
Ontario law, requiring at least two-thirds of the votes cast by
each class of MID's shareholders in favour of the proposal at a
special meeting of shareholders to consider the proposal. In
addition, the reorganization would be subject to applicable
regulatory approvals, including those contained in Multilateral
Instrument 61-101. The proposed reorganization is also conditional
on, among other things, Magna International Inc.'s participation
in the proposed transaction. The Reorganization Proposal
contemplates MID calling by May 30, 2008 a special meeting to
consider the reorganization and closing the transaction no later
than July 30, 2008.

The MID Board has not yet made any decisions or recommendations
with respect to the Reorganization Proposal and has constituted a
Special Committee of the Board to review and make recommendations
relating thereto. The proposal is subject to certain material
conditions, some of which are beyond MID's control, and there can
be no assurance that the transaction contemplated by the
Reorganization Proposal will be completed.

                            About MID

MID is a real estate operating company focusing primarily on the
ownership, leasing, management, acquisition and development of a
predominantly industrial rental portfolio for Magna International
Inc. and its subsidiaries in North America and Europe. MID also
acquires land that it intends to develop for mixed-use and
residential projects. MID holds a controlling interest in
MEC, North America's number one owner and operator of horse
racetracks, based on revenue, and one of the world's leading
suppliers, via simulcasting, of live horse racing content to the
growing intertrack, off-track and account wagering markets.

                  About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/    
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

                            *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.


MANUFACTURED HOUSING: S&P Junks Rating on Class IA Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Manufactured Housing Contract Trust Pass-Thru Cert Series 2000-3's
class IA certificates and on two classes of certificates issued by
Madison Avenue Manufactured Housing Contract Trust 2002-A.  
Concurrently, S&P affirmed the other outstanding ratings assigned
to the Madison transaction.
     
The downgrades reflect further declines in credit enhancement
resulting from the continued deterioration of performance of the
underlying pools of manufactured housing contracts, which were
originated by GreenPoint Credit LLC.  
     
For the series 2000-3 transaction, as of the April 2008
distribution date, the group I pool factor was 28.34%; cumulative
net losses, which continue to exceed original expectations at an
increasing rate, amounted to 25.01% of the original group I pool
balance; and loans that were 60-plus days delinquent represented
1.51% of the current pool balance.  In addition, subordination is
declining as class IM-1 continues to experience principal write-
downs.  S&P lowered the class IM-1 rating to 'D' on Aug. 28, 2007,
as a result of liquidation-loss interest shortfalls.
     
The Madison transaction, as of the April 2008 distribution date,
had a 48.81% pool factor; cumulative net losses, which continued
to exceed original expectations at an increasing rate, amounted to
19.59% of the original pool balance; and 60-plus-day delinquent
loans represented 0.35% of the current pool balance.  In addition,
overcollateralization, currently at $1.76 million (0.50% of the
current pool balance), continues to decline because it is being
used to cover losses.  Furthermore, due to the sequential payment
structure of this transaction, none of the subordinate
certificates have received principal payments to date.
     
Standard & Poor's will continue to monitor these transactions to
determine whether further rating actions are warranted.
   

                         Ratings Lowered

Manufactured Housing Contract Trust Pass-Thru Cert Series 2000-3    
             Pass-through certificates series 2000-3

                                 Rating
                                 ------
                      Class   To       From
                      -----   --       ----
                      IA      CCC      BB
     
     Madison Avenue Manufactured Housing Contract Trust 2002-A
               Asset-backed certificates series 2002-A

                                   Rating
                                   ------
                         Class   To       From
                         -----   --       ----
                         B-1     B-       B+
                         B-2     CCC-     CCC

                          Ratings Affirmed
    
     Madison Avenue Manufactured Housing Contract Trust 2002-A
               Asset-backed certificates series 2002-A
             
                           Class    Rating
                           -----    ------
                           A-1      AAA
                           A-2      AAA
                           A-IO     AAA
                           M-1      A+
                           M-2      BBB+f


MARCAL PAPER: Buyer Ordered to Pay $1.5 Million to U.S. Agencies
----------------------------------------------------------------
Bankruptcy Law 360 reports that the Hon. Morris Stern of the U.S.
Bankruptcy Court for the District of New Jersey approved a
settlement agreement between Marcal Paper Mills Inc. and

   1. the state of New Jersey, on behalf of the New Jersey
      Department of Environmental Protection (NJDEP); and

   2. the United States Government on behalf of the Environmental
      Protection Agency (EPA), the Department of the Interior
      (DOI), and the National Oceanic and Atmospheric
      Administration (NOAA).

The Court directed the Debtor's would-be buyer to pay $1,500,000
to resolve the $946,000,000 claim of the government agencies,
Bankruptcy Law says.

As reported in the Troubled Company Reporter on May 12, 2008, the
Lower Passaic River Study Area Cooperating Parties Group asks the
Bankruptcy Court to reject that settlement agreement.

The Bankruptcy Court had approved the sale of Marcal Paper's
assets to NexBank, SSB, in its capacity as agent for the second
lien lenders, and the purchaser has formed Marcal Paper Mills LLC
and its subsidiary Marcal Manufacturing LLC.  The group notes
that the proposed Settlement Agreements are between the Purchasers
and the state of New Jersey and the U.S. Government.

The group says NJDEP should withdraw or withhold its consent to
the Settlement pointing to, among others, the lack of evidence
that the negotiation process was candid, open or that the
bargaining leading to the settlement was balanced.

                     Terms of the Settlement

The TCR said on April 22, that under the terms of the settlement,
NJDEP agrees to waive the filing of any administrative claims
against the Debtor in connection with Kaofin material, a fiber
clay product, stored at the Top Soil Depot Inc. superfund site.  
Furthermore, the NJDEP will not assert any future claim with
respect to Kaofin material against the Debtor, its shareholders
and any of its officers, including Kaofin material located on the
property of Top Soil.  Approval of the NJDEP agreement is one of
the last open issues that must be resolved in order to complete
the sale of substantially all of the Debtor's assets to an
affiliate of NexBank SSB for approximately $160,000,000.

The group asserts an $816,100 claim against the Debtor
representing the Debtor's allotted share of the expenses relating
to the study of certain environmental contamination for the
Diamond Alkali Superfund Site in New Jersey, which includes a
seventeen mile stretch of the Lower Passaic River and its
tributaries from the Dundee Dam to Newark Bay known as the Lower
Passaic River Study Area.

The group notes that the U.S. Government also filed a proof of
claim for more than $946,000,000 on behalf of the United States
Environmental Protection Agency, the Department of Interior and
the National Oceanic and Atmospheric Administration relating to
response costs already incurred, and to be incurred, by those
agencies with respect to the Site.

The group notes that under the terms of the EPA Settlement, the
U.S. Governmetn would have received a $3,000,000 allowed unsecured
claim against the Marcal bankruptcy estate.  At the time, Marcal
estimated that, under its proposed reorganization plan, allowed
unsecured claims would receive roughly 52% of the amount of the
claim, i.e., approximately $1,500,000.

The group contends that the EPA has not provided any factors,
formulation, allocation theory or other support justifying a
payment of $1,080,000 for EPA and $420,000 for the DOI and NOAA.  
The grop alleges that the settlement was negotiated behind closed
doors, and the group was not allowed to participate in the
negotiation process, despite the fact that the settlement purports
to extinguish the group's CERCLA contribution rights against the
Purchasers.

The group is represented in the Debtor's cases by Robert N.
Michaelson, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis
LLP in New York, and William H. Hyatt, Jr., Esq., Emily L. Won,
Esq., and Karyllan Dodson Mack, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP in Newark, New Jersey.

                    About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq.,
and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  The Debtors selected Logan
and Company Inc. as claims agent.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725.


MASTR ASSET: S&P Puts Default Ratings on Four Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from MASTR Asset
Backed Securities Trust's series 2006-HE1, 2006-HE3, 2006-WMC3,
and 2006-WMC4 to 'D' from 'CC'.
     
S&P downgraded the classes because as of the May 2008 remittance
period, the affected classes had incurred realized losses, as
follows (series; class; realized loss):
     -- 2006-HE1; M-11; $1,538,084.99;
     -- 2006-HE3; M-11; $2,807,292.25;
     -- 2006-WMC3; M-8; $1,823,367.83; and
     -- 2006-WMC4; M-10; $5,263,403.88.
     
Subordination, excess interest, and overcollateralization provide
credit support for these transactions.  At issuance, the
collateral backing these deals consisted of subprime fixed- and
adjustable-rate fully amortizing first-lien mortgage loans secured
by one- to four-family residential properties.
  

                         Ratings Lowered

                MASTR Asset Backed Securities Trust
                 Mortgage pass-through certificates

                                            Rating
                                            ------
            Series          Class        To        From
            ------          -----        --        ----
            2006-HE1        M-11         D         CC
            2006-HE3        M-11         D         CC
            2006-WMC3       M-8          D         CC
            2006-WMC4       M-10         D         CC


MERGE HEALTHCARE: Expects $20 Mil. Proceeds from Private Placement
------------------------------------------------------------------
Merge Healthcare Incorporated entered into a securities purchase
agreement and related agreements with Merrick RIS, LLC, for a
$20 million in financing through a private placement.  Pursuant to
the terms of the private placement, the company intends to sell:

   (i) a $15 million senior secured term note due 2010 and
       6,800,000 shares of the company's common stock as partial
       consideration for the term note, and

  (ii) 14,285,715 shares of the company's common stock at a price
       per share of $0.35.

The private placement was made pursuant to an exemption from the
registration requirements under the Securities Act of 1933, as
amended.  The private placement is scheduled to close on or about
June 3, 2008, subject to customary closing conditions and the
delivery of the shareholder notice.  After giving effect to the
payment of certain transactions costs, closing fees and the
payment of prepaid interest, the net proceeds of the private
placement to the company will equal approximately $16.6 million.

The term note will bear interest at 13.0% per annum, payable
quarterly.  The company is required to prepay at the closing the
first two interest payments.  The principal amount of the term
note will be payable in a single installment on the second
anniversary date of the closing of the transaction.  Merrick may
require the Company to redeem the term note in full if a change of
control occurs.  If the change of control results in the payment
of consideration to the company's shareholders equal to or
exceeding $1.75 per share, the redemption price of the term note
shall be at par.  If such consideration is less than $1.75 per
share, the redemption premium will be:

   (i) 120% of par if the change of control occurs within one year
       of the closing date, or

  (ii) 118% of par if the change of control occurs anytime
       thereafter.

The term note may also be voluntarily prepaid at 120% of par at
any time.

The term note contains various operating and financial covenants,
including a requirement that the company have positive adjusted
EBITDA for the last fiscal quarter of 2008 and cumulatively
thereafter through the term of the note.  The term note also
contains event of default provisions including, but not limited
to, failure to pay, breach of financial or operating covenants,
and certain events of bankruptcy or insolvency.  The term note
will be a senior secured obligation and will be senior to the
company's existing and future indebtedness.  The term note will be
secured by all of the Company's United States and Canadian assets.

In connection with the private placement, Merrick shall be
entitled to designate five persons to replace five of the eleven
current directors on the company's Board of Directors, effective
immediately upon the closing of the private placement.  The
company has also agreed that Merrick will continue to have the
right to designate five persons to be nominated for election to
the Board of Directors in the future, subject to reduction upon a
decrease in Merrick's ownership percentage in the company.

The company has entered into a registration rights agreement in
connection with the private placement pursuant to which it has
agreed to register with the Securities and Exchange Commission for
public resale the common stock under certain circumstances.

The company amended its Rights Agreement so that the private
placement and related transactions do not trigger the distribution
of rights under the plan.

The term note and the shares of the company's common stock to be
issued in the private placement will not be registered under the
Securities Act, or any state securities laws and once issued may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.  The term
note and shares of the company's common stock are being sold
pursuant to an exemption from the registration requirements of the
Securities Act afforded by Regulation D of the Securities Act.  
Resale of the term note and the shares of the company's common
stock will be restricted.

                Securities Class Action Settlement

Merge Healthcare also entered into an agreement in principle with
the plaintiff in the consolidated securities class action suits
filed against Merge Healthcare.  The agreement in principle
provides for the settlement, release and dismissal of all claims
asserted against Merge and the individual defendants in the
litigation.  In exchange, Merge Healthcare has agreed to a one
time cash payment of $3,025,000 to the plaintiff and Merge's
primary and one of its excess D&O insurance carriers have agreed
to a one time cash payment of $12,975,000 to the plaintiff, for a
total of $16 million.  The settlement is subject to, among other
things, the closing of the financing described above, the drafting
and execution of the final settlement documents, and the approval
of the settlement by the court.

                Nasdaq Marketplace Rules Exception

In connection with the private placement, the company received
from the Nasdaq Listing Qualifications Department an exception
from compliance with certain of the Nasdaq Marketplace Rules.  The
Nasdaq's Marketplace Rules require, among other things, listed
companies to obtain shareholder approval prior to the sale or
issuance of common stock in connection with a transaction:

   (i) other than a public offering, involving the sale, issuance
       or potential issuance by a listed company of common stock
       equal to 20% or more of the common stock or 20% or more of
       the voting power outstanding before the issuance for less
       than the greater of book or market value of the stock and

  (ii) that would result in a change in control of the listed
       company under the Nasdaq rules.

However, it is possible to obtain an exception to these
requirements if a listed company is in financial distress.  Due to
its immediate cash concerns, the Company determined that delaying
the transaction in order to seek shareholder approval would
jeopardize its financial viability.  As a result, the company
requested and received a waiver from the shareholder approval
rules from the Nasdaq's Listing Qualifications Department in order
to proceed with the transaction without receipt of prior
shareholder approval.

The Audit Committee of the Board of Directors expressly authorized
the company to obtain and rely on this exception under the Nasdaq
rules.  The company is also notifying all of its shareholders of
this transaction by mail prior to the issuance of the common
stock.

Commenting on the financing and the agreement in principle, the
Company's President and Chief Executive Officer, Mr. Rardin,
stated, "We are pleased that Merrick has partnered with the
Company and provided this financing package.  The financing should
provide us with the necessary liquidity as we continue our
attempts to grow our revenues and align expenses with the revenues
of the business and regain our position as a growing and
profitable provider of healthcare diagnostic imaging software and
services.  This financing combined with the ongoing cost reduction
plans that started with the February restructuring and the
refocusing of the business on the North America RIS-PACS and
teleradiology markets and the Cedara OEM business allows the
company to focus on its core strengths.  Additionally, we look
forward to the strategic advice and counsel Merrick will provide
to the Company as we move forward."

Mr. Rardin further stated "The agreement in principle to settle
the securities class action is another significant step forward
for Merge Healthcare, especially when coupled with the previously
announced agreement in principle to settle the Company's
derivative action.  We are excited that we can now focus on the go
forward strategy of Merge Healthcare."

                       About Merge Healthcare

Headquartered in Milwaukee, Wisconsin, Merge Healthcare Inc.
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is  
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                    Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


MIDNIGHT PROPERTIES: Files List of Largest Unsecured Creditors
--------------------------------------------------------------
Midnight Properties LLC filed with the U.S. Bankruptcy Court for
the Northern District of Alabama a list of its largest unsecured
creditors, disclosing:

   Creditor                                      Claim Amount
   --------                                      ------------
   Gulf Coast Community Bank                         $580,500
   40 North Palafox Street
   Pnesacola, FL 32502

   Peoples Bank                                      $569,600
   811 Second Avenue Southwest                  Secured Value
   Cullman, AL 35055                               $1,200,000

   Pinnacle Bank                                     $479,863
   PO Box 1388                                  Secured Value
   Jasper, AL 35502                                $1,900,000

   AB&T National Bank                                $477,443
   PO Box 5737                                  Secured Value
   Dothan, AL 36302                                  $975,000

   Merchants Bank (LOC)                              $462,980
   900 Second Avenue Southwest
   Cullman, AL 35055

   Bancorp South                                     $320,000
   PO Box 789
   Tupelo, MS 38802

   Exchange Bank                                     $272,655

   Merchants Bank                                    $185,380

   SunSouth Bank                                     $111,908
                                                Secured Value
                                                     $425,000

   Becker & Poliakoff                                 $35,240

   Windemere Condominiums                             $32,870

   The Continental Group                              $18,710

   Beach Club Parcel 5                                $17,370

   Covenant Consulting Group LLC                      $12,830

   Bella Vita Condominiums                            $12,480

   Mariner Pass Owners Association                    $11,270

   Portofino Tower One HOA                            $11,260

   Beach Club Parcel 6                                $10,105

   Portofino Master HOA                                $3,780

   Smart Resort Co LLC                                 $3,200

Cullman, Alabama-based Midnight Properties LLC and its affiliates
-- http://www.midnightproperties.com/-- are property investment  
companies that specialize in beach front condominiums and homes
located throughout the Alabama Gulf Coast and Florida panhandle.

The company and three affiliates, Joseph H. Canaday, Jr. aka Josh
Canaday, Edward A. Canaday, and Michael M. Knight, filed for
chapter 11 protection on April 15, 2008 (Bankr. N.D. Ala. Case
Nos. 08-81143 through 08-81146).  Judge Jack Caddell presides in
the case.  Garland C. Hall, III, Esq., at Chenault, Hammond & Hall
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed assets and debts of
between $10 million and $50 million.


NANO SUPERLATTICE: Recurring Losses Cue VB&T's Going Concern Doubt
------------------------------------------------------------------
New York-based VB&T Certified Public Accountants, PLLC, raised
substantial doubt on the ability of Nano Superlattice Technology,
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 in the
current and prior years, which are mainly due to the costs of
developing and perfecting the proprietary new nano-coating
technology.

"As of Dec. 31, 2007, the company's current assets exceeded its
current liabilities by about $957,297.  The company has been
incurring losses since it began business in 2004.  These losses
and the fact that the company has received financing from its
President, which could be discontinued at any time, leaves doubt
about its ability to continue as a going concern," the management
stated.

The management added that the company has positive cash flow from
the sale of computer peripheral and consumer electronics, but this
has been offset by the equipment purchases and direct costs
related to the nano coating technology.  The company may raise
additional funding through borrowings from financial institutions
and defer the amounts due under the credit line.

The company posted a net loss of $120,822 on net sales of
$9,429,345 for the year ended Dec. 31, 2007, as compared with a
net loss of $193,280 on net sales of $9,469,590in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $13,779,679    
in total assets, $9,017,723 in total liabilities, and $4,761,956
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?2bec

                      About Nano Superlattice

Headquartered in Taiwan, Nano Superlattice Technology Inc. (OTC
BB: NSLT) -- formerly Wigwam Development Inc., was incorporated on
July 20, 1998, under the laws of the State of Delaware.  The
company owns 100% of the capital stock of Superlattice Technology
Inc. -- BVI, a British Virgin Islands company.  Superlattice
Technology Inc. -- BVI owns 98.1% of the capital stock of Nano
Superlattice Technology Inc. -- Taiwan.  The company develops and
produces nano-scale coating technology to be applied to various
mechanical tools and metal surfaces for sales to manufacturers in
the computer, mechanical and molding industries.  Nanotechnology,
or molecular manufacturing, is a technological process designed to
allow products to be manufactured lighter, stronger, smarter,
cheaper, cleaner and more precisely than they would otherwise be.


NEFF CORP: Weak Performance Prompts Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Neff Corp. -
corporate family rating to Caa1 from B3; probability of default to
Caa1 from B3; second lien, senior secured bank credit facility to
Caa1 from B3; and senior unsecured notes to Caa3 from Caa2. These
rating actions result from the weaker than expected operating
performance following the leveraged acquisition of Neff by
Lightyear Capital LLC, which closed on May 31, 2007. The rating
outlook remains negative.

Neff's Caa1 corporate family rating reflects the deterioration in
key credit metrics resulting from lower than expected equipment
rental rates in its major regional markets of Florida and
California and reduced demand for earth moving equipment. Neff's
current operating performance is below Moody's expectation
following its acquisition by Lightyear, resulting in a highly
leveraged capital structure. Key credit metrics have weakened over
the last twelve months through March 2008 relative to the
company's pro forma 2007 results: debt/EBITDA increasing to 6.0x
from 4.6x; EBITA/avg. assets dropping to 5.2% from 13%; and
EBITDA/interest expense contracting to 0.5x from 2.5x (as adjusted
per Moody's Methodology).

Neff continues to face important operational and financial
challenges over the intermediate term.

These challenges include:

   1) managing through a downturn in the equipment rental cycle
      which is hurting operating profits;

   2) the continued need to fund and maintain its rental fleet;
      and

   3) weakened credit metrics.

The company's highly leveraged capital structure constrains
financial flexibility as the company manages through the downturn
in rental demand. Neff' is now positioned as one of the more
leveraged company in Moody's universe of rated equipment rental
companies. Notwithstanding planned fleet reduction to repay debt,
Moody's believes that Neff's operating performance relative to its
capital structure is consistent with the Caa1 rating category.

Moody's acknowledges the relative strength of resale prices of
used equipment, primarily due to foreign demand. However, the
rating also reflects the possibility of other equipment rental
companies ramping-up used equipment sales, leading to price
softening.

The negative outlook reflects a continuation of the difficult
operating environment in Neff's primary markets of Florida and
California.

The ratings for the second lien term loan and unsecured notes
reflect the overall probability of default of the company, to
which Moody's assigns a PDR of Caa1. The Caa1 rating assigned to
the $290 million second lien, senior secured bank credit facility
(rated the same as the corporate family rating) reflects a junior
claim relative to the first lien, ABL revolving credit facility.
The second lien term loan benefits from a priority of payment over
the senior unsecured notes in a liquidation scenario. The Caa3
rating assigned to the $230 million senior unsecured notes (rated
two notches below the corporate family rating) reflects its junior
priority of payment relative to the company's revolving credit
facility and second lien term loan.

These ratings/assessments were affected by this action:

   * Corporate family rating downgraded to Caa1 from B3;

   * Probability of default lowered to Caa1 from B3;

   * $290 million second lien, senior secured bank credit
     facility due 2014 downgraded to Caa1 (LGD4, 56%) from B3
     (LGD4, 58%); and,

   * $230 million 10.0% Guaranteed senior unsecured notes due
     2015 downgraded to Caa3 (LGD5, 88%) from Caa2 (LGD5, 88%).

The company's speculative grade liquidity rating remains unchanged
at SGL-3.

Neff Corp. is a multi-regional equipment provider with 66 branches
in 14 states predominately throughout the mid-Atlantic, southern
and western regions of the United States. Revenues for the twelve
months ended March 2008 totaled about $318 million.


NEXCEN BRANDS: Amends Bank Loan Facility; Sees Cash Deficiency
--------------------------------------------------------------
NexCen Brands Inc. amended its existing bank credit facility with
BTMU Capital Corporation in January 2008 in connection with its
acquisition of Great American Cookies.

As reported in a Form 8-K filed on Jan. 29, 2008, with the
Securities and Exchange Commission, the amendments will allow the
company to borrow an additional $70 million to finance a portion
of the purchase price for the Cookie Acquisition.  The total
amount outstanding under the facility as of March 31, 2008, was
$178 million.

The January 2008 amendments were effected through a series of
documents, including an Omnibus Amendment.

                   Security Agreement Supplement

In addition, company subsidiaries involved in the Cookie
Acquisition entered into a Security Agreement Supplement, dated
Jan. 29, 2008, which amended the Security Agreement that was
signed when the bank credit facility was originally established in
March 2007.

A. Changes in Lockbox Accounts

In light of first quarter 2008 performance and revised,
preliminary cash flow forecasts prepared in May 2008 following the
hiring of a new chief financial officer in late March 2008,
management focused attention on terms of the amendments that had
not been discussed in the company's prior public filings.  
Specifically, these terms included various changes to the priority
of cash distributions from "lockbox accounts" established in
connection with the bank credit facility, as well as an
accelerated redemption feature applicable to $35 million of the
$70 million that was borrowed in January 2008 in connection with
the Cookie Acquisition.  This $35 million borrowing is also
referred to as the "Factory Note" because it is secured by the
cookie dough factory that was acquired in the Cookie Acquisition.

Pursuant to the bank credit facility, substantially all of the
revenues earned by the company's franchise and brand management
businesses are collected in "lockbox accounts" and are disbursed
on a periodic basis pursuant to the terms of the Security
Agreement (as it has been supplemented since March 2007).  The
distributions to the company were intended to cover ordinary
course operating expenses of the company's franchise and brand
management businesses.  The January 2008 amendments subordinated a
portion of these distributions to the company to the payment of
certain amounts to the bank lenders, including accrued but unpaid
interest and required principal amortization payments under the
bank credit facility.

B. Changes in Cash Distribution Priorities

The January 2008 amendments provided that after payment of this
subordinated amount to the company, all remaining collected cash
from the company's franchise businesses and the cookie dough
factory not needed to operate those businesses (and without regard
to corporate overhead or expenses of the company's brand
management businesses) would be applied to reduce the then-
outstanding principal amount of the Factory Note until the Factory
Note is repaid in full.

These changes to the cash distribution priorities in the bank
credit facility were intended to provide the lenders with greater
assurance of receiving regular interest and principal amortization
payments and to accelerate repayment of the Factory Note, which
matures in January 2013. In addition, they have the effect of
substantially reducing the amount of operating cash flow from the
company's franchise businesses and the cookie dough factory that
will be available to the Company prior to repayment of the Factory
Note for payment of corporate overhead and other expenses not
directly incurred by the company's franchise businesses and the
cookie dough factory.

C. Reduction of Outstanding Principal Amount

The Security Agreement Supplement also provides that if the
outstanding amount of the Factory Note is more than $5 million on
Oct. 17, 2008, a principal payment will be required to reduce the
outstanding principal amount to $5 million.  The Security
Agreement Supplement gives the lender the option to extend this
accelerated principal repayment obligation to July 2009.

As of March 31, 2008, the outstanding principal amount of the
Factory Note was approximately $33 million.

                       Likely Cash Shortfall

Based on preliminary projections, the company expects that without
changes to the frequency of the lockbox account disbursements
under its bank credit facility or other measures that might
enhance its liquidity, the company could face a cash shortfall in
mid- to late-June 2008 and again in August 2008.

Based on these projections, which include the company making its
scheduled debt service payments, the company estimates that the
maximum amount of the cash deficiency could be approximately
$7 million to $10 million through Oct. 17, 2008, prior to the
principal repayment on the Factory Note.

The company also will need additional cash to make the required
principal payment on the Factory Note on Oct. 17, 2008, and the
company currently estimates that the payment will be approximately
$21 million.

The company is continuing to review and refine its cash forecasts,
and the amounts outlined above are subject to changes,
uncertainties and risks, including the uncertainties of future
events.

                       About NexCen Brands

Nexcen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled Company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXCEN BRANDS: Gets Nasdaq Delisting Notice on 10Q Filing Delay
---------------------------------------------------------------
NexCen Brands Inc. received a Nasdaq Staff Determination letter
dated May 20, 2008, from the Nasdaq Stock Market stating that the
company is not in compliance with the filing requirements for
continued listing as set forth in Marketplace Rule 4310(c)(14)
and, therefore, its common stock is subject to delisting.

The letter was issued in accordance with Nasdaq procedures due to
the delayed filing of the company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008 with the Securities and
Exchange Commission.

In response to the letter, the company will request a hearing
before the Nasdaq Listing Qualifications Panel.  Pending a
decision by the Panel, the company's common stock will remain
listed on The Nasdaq Stock Market.  However, there can be no
assurance that the Panel will grant the company's request for
continued listing.

On May 21, 2008, the Troubled Company Reporter said that the
company would delay the filing of its Quarterly Report on Form 10-
Q for the quarter ended March 31, 2008 and that it expects to
amend the company's Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2007.

The company said it is committed to resolving these issues as
quickly as possible.

Todd Slater at Lazard Capital Markets LLC said it will withdraw
coverage of NexCen stock after after that the company's disclosure
of "serious concerns," Meg Tirell of Bloomberg News relates.

                      About NexCen Brands

Nexcen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled Company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXCEN BRANDS: Denies Likely Business Collapse and Bankruptcy
-------------------------------------------------------------
William Walkowiak, NexCen Brands Inc. vice president of investor
relations said that the company is not likely to go out of
business, Bloomberg News' Meg Tirrell relates.  Mr. Walkowiak
added that a chapter 11 bankruptcy filing isn't possible, the
report says.

This response came after the company disclosed in a filing with
the Securities and Exchange Commission that NexCen could face a
cash shortfall in mid- to late-June 2008 and again in August 2008.  
The company estimated that the maximum amount of the cash
deficiency could be approximately $7 million to $10 million
through Oct. 17, 2008.

The company also revealed an amended to its bank credit facility
that, among others, requires the company to reduce its outstanding
principal amount to $5 million if the outstanding amount of a $35
million "Factory Note" is more than $5 million on Oct. 17, 2008.

A story on the bank credit facility amendment and likely cash
shortfall is reported in today's Troubled Company Reporter.

Today's TCR also carries news on NexCen's receipt of delisting
notice from Nasdaq.

                      About NexCen Brands

Nexcen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled Company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXCEN BRANDS: Roy Jacobs Starts Probe on Likely SEC Violations
---------------------------------------------------------------
Roy Jacobs & Associates is investigating possible securities
violations relating a disclosure by NexCen Brands Inc. that
revealed that an amended loan agreement entered into in January
2008, which provided funding for the company's acquisition of
Great American Cookies.  That agreement reportedly contained a
provision requiring that the company repay $30 million of the
borrowing by Oct. 17, 2008.

According to Roy Jacobs, this was not revealed in disclosures made
on Jan. 29, 2008, announcing the amended loan agreement, or in the
company's Annual Report on Form 10-K dated March 20, 2008.

A story on the bank credit facility amendment and likely cash
shortfall is reported in today's Troubled Company Reporter.

In addition, Roy Jacobs pointed to the company's belief that a
"going concern" warning is appropriate, viz. that there is
substantial doubt about the company's ability to continue as a
going concern, and that this substantial doubt may have existed at
the time of the filing of the company's Form 10-K.

Upon announcement of this completely unforeseen adverse news,
NexCen's shares dropped over 76% percent in heavy trading, wiping
out the majority of the shareholders' value, Roy Jacobs said.

Roy Jacobs is calling investors who purchased NexCen stock from
Jan. 30, 2008 through and including May 16, 2008, and are
interested in discussing investor rights, to contact Roy L.
Jacobs.  Mr. Jacobs assured that he will personally speak with
investors at no cost or obligation.

                        About NexCen Brands

Nexcen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled Company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NORTEK INC: Completes $750MM Offering of 10% Senior Secured Notes
-----------------------------------------------------------------
Nortek Inc. completed the private placement of $750 million of 10%
Senior Secured Notes due 2013.  The gross proceeds is expected to
be $742.2 million.  The notes were issued and sold in a private
Rule 144A offering to institutional investors.  

The company has also entered into a new senior secured asset-based
revolving credit facility which provides for revolving credit
financing of up to $350 million, subject to borrowing base
availability, with a maturity of five years, including both a
letter of credit and swingline loan sub-facility.  

In addition, until the ABL Facility collateral agent has completed
a collateral audit, availability under the ABL Facility will
initially be limited to $175 million.

Nortek intends to use the net proceeds from the Notes offering,
together with proceeds of borrowings under the ABL Facility, to
repay all of the outstanding indebtedness and accrued interest
under its existing senior secured credit facility.

"We are pleased with the positive response to the Notes offering
by investors and the ABL Facility," Richard L. Bready, Nortek's
chairman and chief executive officer, said.

                        About Nortek Inc.

Headquartered in Providence, Rhode Island, Nortek Inc. --
http://www.nortek-inc.com/-- is a manufacturer of innovative,  
branded residential and commercial ventilation, HVAC and home
technology convenience and security products.  Nortek offers
products including: range hoods, bath fans, indoor air quality
systems, medicine cabinets and central vacuums, heating and air
conditioning systems, and home technology offerings, including
audio, video, access control, security and other products.  Nortek
is a wholly owned subsidiary of Nortek Holdings Inc., which is a
wholly owned subsidiary of NTK Holdings Inc.


NORTEK INC: S&P Holds 'B-' Rating After Completed Refinancing
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Nortek Inc. and its parent,
NTK Holdings Inc.  At the same time, S&P removed the ratings from
CreditWatch where they were placed with negative implications on
April 21, 2008.
     
In addition, S&P withdrew its ratings on the company's
$900 million senior credit facilities, which were repaid with
proceeds from Nortek's recent $750 million 10% senior secured note
issue and borrowings under its new $350 million asset-based
revolving credit facility.  The outlook is negative.

"The affirmation follows completion of the refinancing, which
helps to mitigate our concerns regarding the company's near-term
liquidity as the new notes and ABL provide for looser covenants,"
said Standard & Poor's credit analyst Pamela Rice.
     
Nortek was facing financial covenants under the senior credit
facilities that tightened over the next 12 months.  Nevertheless,
we expect Nortek's financial profile to remain weak for at least
the next several quarters because of the challenging operating
conditions in its new construction and remodeling markets.
     
The ratings on Providence, Rhode Island-based Nortek reflect its
heavy debt burden, very aggressive financial policies,
competitive, cyclical markets, and ongoing cost pressures.  The
ratings also reflect Nortek's product, customer, end market, and
geographic diversity and its ability to generate relatively
sizable free cash flow.


NRG ENERGY: Unsolicited Calpine Buyout Cues Fitch's Evolving Watch
------------------------------------------------------------------
Fitch Ratings has placed all its ratings of NRG Energy Inc.,
including the Issuer Default Rating of 'B', on Rating Watch
Evolving following NRG's unsolicited offer to acquire Calpine Corp
(CPN, not rated by Fitch) in a stock-for-stock transaction.  
Evolving signifies that Fitch may upgrade, downgrade or affirm
NRG's ratings pending future information and analysis.

Ratings placed on Rating Watch Evolving:
  -- IDR at 'B';
  -- Senior secured term loan B at 'BB/RR1';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior notes at 'B+/RR3';
  -- Convertible preferred stock at 'CCC+/RR6'.

Approximately $8.7 billion of debt is affected.

The Watch Evolving status reflects both the unresolved nature of
the offer and, should the transaction proceed, the uncertainty of
the acquisition's impact on NRG's credit profile.  Concerns and
uncertainties include CPN's response to the unsolicited offer, the
possibility of higher competing offers, and the absence of final
terms and pricing.  Fitch expects to resolve this Rating Watch
when and if the transaction occurs.  As more details about the
combined company's cash flows, generation fleet, debt and capital
structure emerge, Fitch may revise the Watch status.  Leverage may
still remain a ratings concern even in the face of an all-stock
transaction given likely earnings dilution.

A combined NRG/CPN would have roughly 45,000 MWs of generating
capacity located in the South Central U.S., Northeastern U.S.,
Texas and California.  The combined company would be the largest
competitive generator in the world.

Fitch revised NRG's Rating Outlook to Positive in December 2007
based on its improving credit profile and favorable fundamentals
for the competitive generator sector.  Should the transaction not
be consummated, NRG's Outlook would likely return to Positive.


NRG ENERGY: Calpine Buyout Offer Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on NRG Energy Inc. on CreditWatch with negative
implications and its 'B' corporate credit rating on Calpine Corp.
on CreditWatch with positive implications.  These rating actions
follow the disclosure that NRG's board, via a private letter to
the Calpine board, made an all-stock offer to purchase 100% of the
outstanding shares of Calpine at an exchange ratio of 0.534 shares
of NRG for each share of Calpine.  It is not clear how long it
would take before a formal transaction is agreed upon, if at all.  
However, NRG's letter to Calpine's board says that NRG anticipates
it will be able to conduct its further necessary confirmatory due
diligence within a three-week period.
     
"Although formal discussions between the two companies are just
commencing and the terms of the deal could change, based on the
current all-stock proposal, we think that NRG's acquisition of a
much less hedged and more leveraged Calpine would likely result in
the combined company being rated either 'B+' or 'B'," said
Standard & Poor's credit analyst  Swami Venkataraman.  "However,
the transaction has both strengths and weaknesses that may
potentially drive ratings outside this range, although we consider
that an unlikely outcome at this stage."
     
The most important determinant of the final rating outcome is the
deal's final financing structure and S&P's view of the financial
performance of the combined company.  The all-stock transaction
structure currently proposed is clearly the least detrimental to
NRG's credit quality, but the final transaction structure is
uncertain.  In its press release, Harbinger Capital called the
offer a "good starting point."  If NRG agrees to a significantly
higher valuation for Calpine, the dilution implied by an all-stock
transaction may be unacceptable to NRG's shareholders and a final
deal may potentially involve incremental debt.
     
Under the terms of Calpine's exit financing, change of control is
an event of default.  Thus, an acquisition by NRG could require
refinancing or repricing of Calpine's debt, which was committed
before the credit crunch and carries attractive pricing compared
to current market conditions.  An increased cost of borrowing of
about $6 billion of Calpine's emergence financing would be a
credit negative.


OAKLAND VIEW: Section 341(a) Meeting Scheduled for June 12
----------------------------------------------------------
The United States Trustee for Region 15 will convene a meeting of
creditors of Oakland View LLC at 1:00 p.m., on June 12, 2008, at
Room 105, 21051 Warner Center Lane in Woodland Hills, California.

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

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

Valencia, California-based Oakland View LLC was established to
purchase and develop a 79.29 acre tract in Vasquez Canyon in Santa
Clarita, California.  The property has 63 lots suitable for
residential development.  The company filed chapter 11 on April
16, 2008 (Bankr. C.D. Calif. Case No. 08-12383) after it
encountered financial problems and issues with its lenders.  Judge
Kathleen Thompson presides the case.  The Law Offices of T. Edward
Malpass represents the Debtor in its restructuring efforts.  The
Debtor listed assets between $10 million and $50 million and debts
between $1 million and $10 million when it filed for bankruptcy.


OAKLAND VIEW: Junior Creditors Ask Equal Relief with Cathay Bank
----------------------------------------------------------------
The junior lienholders of Oakland View LLC filed with the U.S.
Bankruptcy Court for the Central District of California a response
to Cathay Bank's motion to dismiss the chapter 11 case of Oakland
View LLC with a 180-day refiling prohibition.

The junior lienholders are Lie Der Chou, Su-Chin Chen Tsou, Eric
P.H. Liu, Ernest Tham, Ya Xian Zhu, Sarah Shum, Jason Woo, Tina
Lee, and Global Investment Group Inc.

The junior lienholders related to the Court that Cathay Bank
claims to hold beneficial interest under a first position deed of
trust against a real property which consist of a 63-lot (79.29
acres), residential subdivision commonly known as Western Terminus
of Meadstone Road, Forest Park in Santa Clarita, California.  The
Cathay Trust Deed secured an underlying obligation of $3,300,000,
and was recorded against the property on Aug. 5, 2005.

The junior lienholders, in turn, hold beneficial interests under
certain deeds of trust against the property, particularly:

   a. certain deed of trust dated March 7, 2006, in favor of
      Eric P.H. Liu, Ernest Tham, Lie Der Chou, and Ya Xian
      Zhu, which was first recorded against the property on
      March 14, 2006.  That trust deed secures an underlying
      obligation of $1,200,000.  By way of assignment, Sarah
      Shum and Jason Woo acquired certain beneficial interests
      under that trust deed;

   b. certain deed of trust dated May 2, 2006, in favor of Eric
      P.H. Liu was recorded against the property on May 15,
      2006.  That trust deed secures an underlying obligation
      of $200,000;

   c. certain deed of trust dated Aug. 4, 2006, in favor of
      Global Investment Group Inc., which was recorded against
      the property on Aug. 11, 2006.  That trust deed secures
      an underlying obligation of $400,000, which is cross-
      collateralized by a deed of trust against a real property
      commonly known as 19-lot residential subdivision on the
      south side of Southern Oaks Drive, at the southern
      terminus of Old Stone Way in Stevenson Ranch, California.

   d. certain deed of trust dated Sept. 4, 2006, in favor of
      Su-Chin Chen Tsou, recorded against the property on
      Sept. 8, 2006.  That trust deed secures an underlying
      obligation of $350,000, which is cross-collateralized by
      a deed of trust against the Oakridge Property.  By way of
      assignment, Tina Lee acquired a beneficial interest under
      that trust deed;

   e. certain deed of trust dated July 6, 2007, in favor of Ya
      Xian Zhu, which was recorded against the property on
      July 11, 2007.  The trust deed secures an underlying
      obligation in the amount of $105,000.  By way of
      assignment, a certain declarant acquired a beneficial
      interest under that trust deed.

                       Notices of Default

On Dec. 21, 2007, Lie Der Chou issued a notice of default against
the property in connection with defaults under the July 6, 2007
trust deed.  A nonjudicial foreclosure sale was subsequently
scheduled for April 17, 2008.  However, Oakland View commenced a
bankruptcy case on April 16, 2008, in order to stay the sale.

On Feb. 26, 2008, Cathay Bank issued a notice of default against
the property in connection with defaults under the Cathay Trust
Deed.  Junior lienholders were informed that if Cathay Bank is
granted the relief requested in the motion, the bank intends to
proceed with its nonjudicial foreclosure sale as expeditiously as
possible.

                   Junior Lienholders' Request

The junior lienholders said that if the Court grants Cathay Bank
relief it requested in the motion, that relief should be granted
in its entirety as to the junior lienholders as well.  This is to,
among other things, prevent Cathay Bank from obtaining unfair
advantage against the junior lienholders in connection with their
respective pending nonjudicial foreclosure sales.

According to the junior lienholders, granting relief only to
Cathay Bank and allowing it to proceed to sale first would be
unfair and inequitable to them.

Wright Finlay & Zak LLP is counsel to the junior lienholders.

                       About Oakland View

Valencia, California-based Oakland View LLC was established to
purchase and develop a 79.29 acre tract in Vasquez Canyon in Santa
Clarita, California.  The property has 63 lots suitable for
residential development.  The company filed chapter 11 on April
16, 2008 (Bankr. C.D. Calif. Case No. 08-12383) after it
encountered financial problems and issues with its lenders.  Judge
Kathleen Thompson presides the case.  The Law Offices of T. Edward
Malpass represents the Debtor in its restructuring efforts.  The
Debtor listed assets between $10 million and $50 million and debts
between $1 million and $10 million when it filed for bankruptcy.


OPENWAVE SYSTEMS: Receives Delisting Notice from Nasdaq
-------------------------------------------------------
Openwave Systems Inc. said that as a matter of NASDAQ standard
procedure, and due to the previously announced delay in filing its
Form 10-Q for the quarter ended March 31, 2008, it received on May
20, 2008, a NASDAQ Staff Determination indicating that the Company
has failed to comply with the filing requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c) (14), and
that its securities are, therefore, subject to delisting from the
NASDAQ Global Select Market. This filing requirement for continued
listing mandates the Company to make on a timely basis all filings
with the Securities and Exchange Commission, as required by the
Securities Exchange Act of 1934, as amended.

As announced in a press release and disclosed in a Form 12b-25 on
May 12, 2008, the Company is unable to file its Form 10-Q for the
quarter ended March 31, 2008 pending the conclusion of an internal
investigation being conducted under the direction of the Audit
Committee of the Board of Directors, with the assistance of
independent counsel, into allegations made by an employee relating
to attempts by certain members of senior management to manage
financial results. To date, the investigation has not reached any
conclusion that the company's previously issued financial
statements and earnings releases were materially misleading.

The Company intends to timely request a hearing before the NASDAQ
Listing Qualifications Panel to appeal the Staff Determination,
and the delisting action will be automatically stayed pending the
Panel's decision. The Company's stock will continue to be listed
on NASDAQ until the Panel issues its decision and during any
extension that is allowed by the Panel. There can be no assurance
that the Panel will grant the Company's request for continued
listing.

                            About Openwave

Headquartered in Redwood City, California, Openwave Systems Inc.
(Nasdaq:OPWV) -- http://www.openwave.com/-- is an independent  
provider of software products and services for the communications
industry. The Company provides its customers with software and
services that enable them to launch revenue generating content and
communications services, such as messaging, gateway, client and
location businesses. Openwave has two primary categories of
products: server software and client software. Server software is
integrated at the edge and core of operator networks to enable
access to content and media, messaging and location. Client
software is embedded in mobile phones that allow handset
manufacturers and operators to create and render service
interfaces for mobile browsing, messaging, and content services.


PAPPAS TELECASTING: Wants Access to Lenders' Cash Collateral
------------------------------------------------------------
Pappas Telecasting Inc. and its debtor-affiliates asked permission
from the U.S. Bankruptcy Court for the District of Delaware to
access their prepetition lenders' cash collateral.

The Debtors related that obtaining access to the cash collateral
will help them preserve and maintain the going-concern value of
their assets and sell them in an orderly manner and return them to
creditors.

A. Prepetition Credit Agreement

Substantially all of the Debtors' assets are subject to security
interests and liens in favor of Fortress Credit Corp., as agent
for the prepetition lenders.  Virtually all of the Debtors' cash
constitutes the prepetition lenders' cash collateral.

The Debtors, Fortress, and prepetition lenders entered into a
credit agreement dated March 1, 2006, as amended and restated,
which established term loans to provide working capital and for
other purposes to the Debtors.

Since the bankruptcy filing, the Debtors are liable to the agent
and prepetition lenders under the credit agreement in the amount
of $303,574,665, plus accrued and unpaid interest and fees.

B. Inability to Pay and Asset Sale

The Debtors are presently unable to pay their debts and have
determined that they are unlikely to do so in the future.  Hence,
the Debtors commenced the bankruptcy case in order to sell
substantially all of their assets on a going concern basis as soon
as practicable and wind down their business.

The Debtors believe that the immediate sale of their businesses is
critical to preserving their value for the benefit of creditors
and stakeholders.

In 2007, the Debtors related that they began marketing and sale
process of their assets.  The Debtors intend to finalize the sale
process during the pendency of their chapter 11 case.   

                    About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and  
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.


PAPPAS TELECASTING: Wants to Use Chairman's $2 Million DIP Fund
---------------------------------------------------------------
Pappas Telecasting Inc. and its debtor-affiliates asked permission
from the U.S. Bankruptcy Court for the District of Delaware to
access $2,000,000 debtor-in-possession fund from Harry J. Pappas.

The Debtors said that their prepetition lenders, headed by
Fortress Credit Corp., would not agree to provide DIP financing on
terms reasonably acceptable to the Debtors.  Mr. Pappas, the
Debtors said, agreed to advance a new loan to them on a junior,
non-priming secured basis, until Nov. 7, 2008, which may be
extended.

The Debtors already asked the Court for permission to use
prepetition lenders' cash collateral.  A story on that is in
today's Troubled Company Reporter.

Mr. Pappas' DIP facility bears an annual interest rate of LIBOR,
plus 5%.  If an event of default occurs, the interest rate would
increase by 2%.

                 Inability to Pay and Asset Sale

The Debtors are presently unable to pay their debts and have
determined that they are unlikely to do so in the future.  Hence,
the Debtors commenced the bankruptcy case in order to sell
substantially all of their assets on a going concern basis as soon
as practicable and wind down their business.

The Debtors believe that the immediate sale of their businesses is
critical to preserving their value for the benefit of creditors
and stakeholders.

In 2007, the Debtors related that they began marketing and sale
process of their assets.  The Debtors intend to finalize the sale
process during the pendency of their chapter 11 case.   

                    About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and  
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.


PAPPAS TELECASTING: Can Hire Administar as Claims Agent
-------------------------------------------------------
Pappas Telecasting Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Administar Services Group LLC as their claims,
noticing, and balloting agent.

The Debtors told the Court that it is necessary and in the best
interests of their creditors and estates to engage Administar as
outside agent to the Bankruptcy Clerk.  The firm will, among
others, assist in the mailing of the Debtors' disclosure
statement, plan, and ballots and in maintaining and tallying
ballots in connection with the voting of the plan.

The Debtors said that they anticipate hundreds of entities needed
to be served with various notices, pleadings, and other documents
filed in the case.  Adminstar will help expedite the distribution
of the notices and relieve the Clerk from the administrative
burden of processing the notices.

Administar's present hourly rates are $195 to $215 for presidents
and senior vice presidents, $135 to $175 for vice presidents and
executive consultants, $95 to $135 for senior bankruptcy and
bankruptcy consultants, $75 to $95 for senior bankruptcy analysts
and bankruptcy analysts, and $35 to $55 for administrative and
operations personnel and call center attendants.

Prior to the bankruptcy filing, the Debtors paid the firm $25,000
as a deposit for services and expenses rendered.

The firm can be reached at:

   Administar Services Group LLC
   8475 Western Way, Suite 110
   Jacksonville, FL 32256
   http://www.administarllc.com/

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and  
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.


PARKER DRILLING: Moody's Upgrades Corporate Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded Parker Drilling Company's
Corporate Family Rating and Probability of Default Rating to B1
from B2. The rating on Parker's 9.625% senior unsecured notes due
2013 remains unchanged at B2 (LGD 4, 55% changed to LGD 4, 62%).
The rating outlook is stable.

The upgrade of Parker's Corporate Family Rating reflects:

   (i) the company's track record in maintaining conservative
       financial policies, including maintaining low leverage
       metrics, with debt/EBITDA of less than 2.0x sustained over
       the past two years;

  (ii) the increased earnings power of the company as a result of
       its rig upgrade and newbuild program;

(iii) the successful expansion and solid performance of its
       rental tools business;

  (iv) a relatively improved liquidity profile, primarily
       reflecting its new upsized revolving credit facility, the
       settlement of its Kazakhstan tax assessment and its
       withdrawal from its Saudi Arabian joint venture, which
       indemnified Parker from any remaining claims related to
       the surviving business; and

   (v) an overall favorable outlook for the drilling and services
       market, with strength in international and U.S. land
       markets anticipated to help offset relatively weaker
       conditions in the shallow water U.S. offshore market.

The rating on Parker's senior unsecured notes remains unchanged at
B2 due to the increase in secured debt in the company's capital
structure. The B2 note rating reflects the contractual
subordination of the notes to Parker's new senior secured credit
facility (unrated), which consists of an $80 million revolver and
a delayed draw $50 million term loan.

The ratings remained tempered by Parker's relatively small size,
its significant exposure to political risk due to its
international focus, an aggressive capital spending program, which
has outstripped operating cash flow and is expected to continue to
be a significant use of cash flow over the near to medium term,
and Parker's exposure to periods of low utilization and dayrates,
as well as down time between contracts, due to the inherent
cyclical nature of the drilling industry and Parker's geographical
sprawl.

The stable rating outlook assumes that Parker will maintain
conservative fiscal and operating policies. The current ratings
have minimal flexibility for materially increased leverage. While
over the near term Moody's expects that Parker's debt levels to
increase in order to partially fund its newbuild program, we
expect that the company's financial leverage will not increase
materially.

Moody's believes there is limited upside at this time for Parker's
ratings given the recent rating action, the company's relatively
small size, the highly volatile and cyclical nature of its U.S.
barge drilling business, the capital intensity of the contract
drilling sector, and the inherent business and political risks
from its international operations. Materially increased leveraged
or significant delays or costs overruns in the company's newbuild
program could negatively pressure the ratings.

Downgrades:

  Issuer: Parker Drilling Company

   * Senior Unsecured Regular Bond/Debenture, Downgraded to LGD4,
     62% from LGD4, 55%

Upgrades:

  Issuer: Parker Drilling Company

   * Probability of Default Rating, Upgraded to B1 from B2
   * Corporate Family Rating, Upgraded to B1 from B2

Parker Drilling Company is headquartered in Houston, Texas.


PDQ ACQUISITIONS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: P.D.Q. Acquisitions, LLC
             801 S. Broad Street
             Brooksville, FL 34601

Bankruptcy Case No.: 08-07227

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Avalon Investment Corp. of Hernando        08-07228
        DDD Ranch, Inc.                            08-07229
        Jet Bead, Inc.                             08-07230
        T.C.B. Acquisitions, LLC                   08-07231

Chapter 11 Petition Date: May 21, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtors' Counsel: Edmund S. Whitson, III, Esq.
                  E-mail: edmund.whitson@akerman.com
                  Akerman Senterfitt
                  P.O. Box 3273
                  401 E. Jackson St.
                  Tampa, FL 33601-3273
                  Tel: (813) 223-7333
                  Fax: (813) 223-2837
                  http://www.akerman.com/

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
P.D.Q. Acquisitions, LLC        $1 million to        $1 million to
                                  $10 million          $10 million

Avalon Investment Corp. of     $10 million to       $10 million to
Hernando                          $50 million          $50 million

DDD Ranch, Inc.                     Less than          $100,000 to
                                      $50,000             $500,000

Jet Bead, Inc.                    $500,000 to            Less than
                                   $1 million              $50,000

T.C.B. Acquisitions, LLC       $10 million to        $1 million to
                                  $50 million          $10 million

A. P.D.Q. Acquisitions, LLC's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Whitney National Bank          $2,250,000
35388 U.S. Hwy. 19 N.
Palm Harbor, FL 34684

Capital City Bank              $1,986,446
P.O. Box 900
Tallahassee, FL 32302

Regions Bank                   $280,337
P.O. Box 188
Houghton, MI 49931-0188

Hernando County Tax Collector  $191,266

Pasco County Tax Collector     $4,923

B. Avalon Investment Corp. of Hernando's Three Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Pasco County Tax Collector     $21,622
P.O. Box 276
Dade City, FL 33526-0276

Carol Floyd                    $165,376
P.O. Box 595
Land O'Lakes, FL 34639

Ground Down Engineering, Inc.  $19,600
9232 Rhea Drive
Odessa, FL 33556

C. DDD Ranch, Inc's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Carol Floyd                    $329,184
P.O. Box 595
Land O Lakes, FL 34639

Hernando County Tax Collector  $813
20 N. Main St., Rm. 112
Brooksville, FL 34601-2892

D. Jet Bead, Inc's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Peninsula Bank                 $907,500
3100 South McCall Road
Englewood, FL 34224

Capital One Bank               $3,733
P.O. Box 650007
Dallas, TX 75265-0007

Citrus County Tax Collector    $7,375
210 N. Apopka Ave., Ste. 100
Inverness, FL 34450

E. T.C.B. Acquisitions, LLC did not file a list of its largest
   unsecured creditors.


PIPER RESOURCES: Unable to File Fin. Report After CCAA Petition
---------------------------------------------------------------
Piper Resources Ltd. disclosed the filing of its Notice of Default
in accordance with the Canadian Securities Administrators Notice
57-301.  The notice relates to the company's failure to file its
Dec. 31, 2007 audited annual financial statements.

As required by the Alberta Securities Commission, the 57-301
Notice is reprinted in its entirety as:

   1. Piper is unable to file its annual financial statements for
      the year ended Dec. 31, 2007 by April 29, 2008;

   2. The reason for the default is due to the uncertainty caused
      by the company being in protection under the Companies
      Creditors' Arrangement Act;

   3. Piper expects to file the annual financial statements when
      the uncertainty caused by the CCAA process has been
      resolved;

   4. June 29, 2008, is the date that is two months after the
      filing deadline for the annual financial statements of the
      company.  The relevant security commissions or regulators
      may impose an issuer cease trade order if the financial
      statements are not filed by that time.  Piper understands
      that an issuer cease trade order may be imposed earlier if
      the company fails to file its bi-weekly Default Status
      Reports on time;

   5. Piper intends to file Default Status Reports as required by
      the 57-301 Notice as long it remains in default of the
      financial statement requirement;

   6. The company was initially granted protection from its
      creditors under CCAA by the Alberta Court of Queens' Bench
      on Feb. 15, 2008.  Piper has received subsequent Court
      orders extended the stay of protection under CCAA until
      June 12, 2008.

      The company intends to file material change reports
      containing the same information it provides to creditors at
      the same time the information is provided to creditors
      throughout the period in which Piper is in default; and

    7. There is no other material information concerning the
       affairs of Piper that has not generally been disclosed.

                     About Piper Resources

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.

On Feb. 15, 2008, Piper Resources Ltd. obtained creditor
protection under the Companies Creditors Arrangement Act (Canada)
pursuant to an Order from the Alberta Court of Queen's Bench.  
Piper engaged Tristone Capital Inc. as its financial advisor to
pursue strategic alternatives for the company in conjunction with
the CCAA proceedings.


PLASTECH ENGINEERED: Treasury Dept. Seeks to Set off Tax Debts
--------------------------------------------------------------
Deborah Benedict Waldmeir, assistant attorney general at The
Michigan Department of Treasury, relates that the business
activities of Plastech Engineered Products Inc.'s affiliate,
Plastech Romulus, Inc., resulted in liabilities to the Treasury
for single and use tax liabilities that were accrued prepetition.  
She discloses that the Treasury has filed priority and unsecured
tax claims for the tax liabilities against Plastech Romulus for
$493,276 and $21,306.

On the other hand, Plastech Romulus has filed its 2005 and 2006
Michigan business tax returns claiming refunds for $379,341 and
$446,688, due to the application of 2005 and 2006 Michigan
Economic Growth Authority credits.  The Treasury has put an
administrative hold on a portion of the 2005 tax refund and the
full amount of the 2006 tax refund equal to the amount of
Treasury's prepetition tax claims, pending a decision on the
Motion, Ms. Waldmeir.

Section 553 of the Bankruptcy Code provides that a creditor may
offset a mutual debt owing by a creditor to the debtor that arose
before the commencement of the case against a claim of the
creditor against the debtor that arose before the commencement of
the case.  

Accordingly, the Treasury asks the Court to allow set-off of the
Plastech Romulus' prepetition tax liabilities owed to the
Treasury by application of the prepetition tax refunds.

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


PLASTECH ENGINEERED: GM's Tooling Request Hearing Moved to June 2
-----------------------------------------------------------------
General Motors Corporation and Plastech Engineered Products Inc.
and its debtor-affiliates have again agreed to adjourn the
preliminary hearing on General Motors' request for contingent
relief from the automatic stay to recover tooling.

The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the parties' request and will convene on June 2, 2008 at
1:00 p.m. to discuss General Motors' request.

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


PLASTECH ENGINEERED: Has Court Nod to Wind Down Canadian Unit
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave authority to Plastech Engineered Products Inc. and its
debtor-affiliates to enter into transactions in connection with
the wind-down of LDM Technologies Company.

The Debtors previously informed the Court that they have concurred
with dissenting parties -- Active Mould & Design, Limited, and
Radiance Mold & Engineering, Inc. -- for entry of an order
approving the wind-down.

As reported in the Troubled Company Reporter on May 6, 2008, the
Debtors sought permission to:

   (1) enter into certain transactions in connection with the
       wind-down of their foreign non-Debtor affiliate, LDM
       Technologies Company, a New Brunswick company;

   (2) enter into a related accommodation agreement with LDM and
       their customers General Motors Corporation, Ford Motor
       Company, Chrysler LLC, on behalf of itself and Chrysler
       Motors LLC, and Chrysler Canada, Inc.;

   (3) enter into a letter agreement by and between LDM and
       Plastech regarding the provision of management services;

   (4) approve payment of $1,000,000 by LDM to Plastech upon
       satisfaction of certain terms and conditions as more fully
       set forth in the Accommodation Agreement; and

   (5) authorize the sale of certain assets on the terms set
       forth in the Accommodation Agreement.

The Debtors explained that LDM is currently experiencing financial
difficulties and has determined that an orderly wind-down of its
operations is necessary.  LDM may effectuate the wind-down by
initiating a Companies' Creditors Arrangement Act proceeding in
the Ontario Superior Court of Justice (Commercial List).

The Debtors told the Court that in connection with the wind-down
and financing, the resources of Plastech's management team are
necessarily required as the majority of LDM's corporate activity
occurs through its parent Plastech.  As the parent of LDM,
Plastech's approval of the sale or release of certain Tooling and
Equipment may be required.  As all or substantially all of the
purchase orders associated with LDM are issued by and payable to
Plastech, both Plastech's and the Court's approval may be
necessary to consummate any sales, releases or transfers of assets
from LDM to the Customers.

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


PRIMEDIA INC: Redeems $2.5 Million of 8% Senior Notes Due 2013
--------------------------------------------------------------
Primedia Inc. redeemed all of its outstanding 8% Senior Notes due
2013 (CUSIP No. 74157KAJ0), representing an aggregate principal
amount of $2,576,000.  The redemption price of the notes was
104% of the outstanding aggregate principal amount, plus accrued
and unpaid interest thereon until the redemption date.

None of the notes will remain outstanding and the Indenture
generally will cease to be of further effect on or after the mARCH
15, 2008 Redemption Date.  The company did not incur any early
termination penalties in connection with the redemption of the
notes beyond the 4% redemption premium reflected in the redemption
price.

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.   
operation, is an integrated media business that provides
advertising supported print and online consumer guides for the
apartment and new home industries.  Consumer Source publishes and
distributes more than 38 million guides -- such as Apartment Guide
and New Home Guide -- to approximately 60,000 U.S. locations each
year through its proprietary distribution network, DistribuTech.

The company also distributes category-specific content on its
leading websites, including ApartmentGuide.com, NewHomeGuide.com
and Rentals.com, a comprehensive single unit real estate rental
site.

At March 31, 2008, the company's consolidated balance sheet showed
$251.3 million in total assets and $388.1 million in total
liabilities, resulting in a $136.8 million total stockholders'
deficit.


QUIGLEY COMPANY: Parent Company Asked to Produce Documents
----------------------------------------------------------
Allianz Global Risks U.S. Insurance Company, fka Allianz Insurance
Company, and Allianz Underwriters Insurance Company, fka Allianz
Underwriters Inc., asked the U.S. Bankruptcy Court for the
Southern District of New York to compel Pfizer Inc., parent
company of Quigley Company Inc., to produce documents responsive
to an amended second subpoena dated May 13, 2008.

The Hon. Stuart M. Bernstein will hear the matter on June 10,
2008, at 10:00 a.m.  Objections must be submitted before the close
of business on June 3, 2008.

White and Williams LLP is counsel to the Allianz entities.

                      About Quigley Company

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

The Court approved the Debtor's fifth amended disclosure statement
early April 2008.


QUIGLEY COMPANY: Allianz Demands Production of Documents
--------------------------------------------------------
Allianz Global Risks U.S. Insurance Company, fka Allianz Insurance
Company, and Allianz Underwriters Insurance Company, fka Allianz
Underwriters Inc., asked the U.S. Bankruptcy Court for the
Southern District of New York to compel the Debtor to:

   (i) provide responsive and complete answers to an amended
       second set of interrogatories directed to the Debtor by
       Allianz entities, and

  (ii) produce non-privileged documents responsive to an amended
       second request to the Debtors by Allianz entities.

The Hon. Stuart M. Bernstein will hear the matter on June 10,
2008, at 10:00 a.m.  Objections must be submitted before the close
of business on June 3, 2008.

White and Williams LLP is counsel to the Allianz entities.

                      About Quigley Company

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

The Court approved the Debtor's fifth amended disclosure statement
early April 2008.


RAFAELLA APPAREL: Moody's Cuts CFR to B2; Outlook Still Negative
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Rafaella Apparel Group, Inc. to B2. The rating outlook remains
negative. The downgrade reflects the company's continued weak top
line growth and profitability, high leverage, and concern that it
will now take much longer than anticipated to return to historic
levels.

Rafaella's revenue and profitability has been significantly
impacted by decreased sales to the former May/Federated stores and
a mix shift to its lower margin private label business. Although
the May/Federated declines appear to have been stabilized, the
weak economic environment is having a negative effect on the
women's apparel industry as a whole. For Rafaella, this has meant
declining sales as retail customers order less product to decrease
inventories, and an increase in markdown allowances.

Debt-to-EBITDA as of March 31, 2008 (calculated using Moody's
standard analytic adjustments) increased to 5.3 times, which is
more consistent with the B2 rating and significantly higher than
the level cited in Moody's credit opinion dated December 3, 2007
that would prompt a downgrade. Given the ongoing weak sales
environment, Moody's expects that Rafaella will likely sustain
weaker credit metrics, including leverage and fixed charge
coverage, over the next twelve months.

The negative outlook reflects Moody's continued concerns regarding
Rafaella's ability to grow revenues and to stabilize declining
operating margins - notably if caused by an inability to execute
on its plan to strengthen the Rafaella brand, or generally to grow
its branded business, during a time when the macroeconomic
environment remains challenging.

These ratings were downgraded:

   * Corporate Family Rating, to B2 from B1

   * Probability of Default Rating, to B2 from B1

   * Second lien senior secured notes due June 2011, to B3
     (LGD4, 64%) from B2 (LGD4 62%)

The rating outlook is negative.

Rafaella Apparel Group, Inc. based in New York, NY, is a designer,
sourcer, and marketer of a full line of women's career and casual
sportswear separates under the Rafaella brand. For the LTM period
ended March 31, 2008, the company reported net sales of
approximately $182 million.


RAFAELLA APPAREL: S&P Places 'B' Credit Rating Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on apparel maker Rafaella Apparel
Group Inc. on CreditWatch with negative implications.  This means
that the ratings could be lowered or affirmed following resolution
of the CreditWatch.  The New York City-based apparel company had
about $128 million debt outstanding at March 31, 2008.
     
The CreditWatch listing follows the company's recent third quarter
results for the period ended March 31, 2008, that show continued
deterioration in credit protection measures as a result of
significant contraction in its EBITDA base.  "We are concerned
about the company's ability to maintain adequate cushion on the
financial covenants for its revolving credit facility, and about
its dependence on Macys Inc. and the department store channel,
especially in light of the weakening industry trends and the soft
retail environment," said Standard & Poor's credit analyst Susan
Ding.
     
For the 12 months ended March 31, 2008, EBITDA declined by over
30% while leverage increased to 7x from 5.4x a year ago.  "We
expect the remainder of 2008 will continue to be very difficult
for the company as retailers continue to pull back on fall orders
and the company attempts to revitalize its brand positioning,"
said Ms. Ding.  
     
During the March 2008 quarter, Rafaella amended its financial
covenants because of the likelihood that the company would not be
in compliance for the March quarter.  While the company did
receive an amendment for this period, Standard & Poor's is
concerned that covenants would continue to be very tight for the
next several quarters.


RH DONNELLEY: Holders Tender $550.5 Million in Old Notes
--------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD) released Friday the interim
results of the exchange offers by R.H. Donnelley Inc. to issue its
11.75% Senior Notes due May 15, 2015 in exchange for a portion of
the Company's outstanding notes. As of 5:00 p.m., New York City
time, on May 21, 2008, a total of $550.5 million principal amount
of Old Notes had been tendered in the exchange offers.

The Company and RHDI also announced that RHDI has extended the
early participation deadline for each of the exchange offers until
12:00 midnight, New York City time, on June 6, 2008, which is the
expiration time of the exchange offers unless extended by RHDI.
Holders of Old Notes whose tenders are accepted by RHDI will
receive, subject to proration, the applicable total exchange
amount:

                                     Principal amount of New Notes for
                                     each $1,000 principal amount of
                                     applicable Old Notes
   Title of
   Outstanding         Maximum
   Notes of the        Amount        Principal  Early          Total
   Company to          Offered for   Exchange   Participation  Exchange
   be Exchanged        Exchange*     Amount     Amount         Amount
   ------------        ---------     ---------  -------------  --------
   6.875% Senior
   Notes due 2013      $35,000,000   $652.50    $30.00         $682.50

   6.875% Series A-1
   Senior Discount
   Notes due 2013      $50,000,000   $652.50    $30.00         $682.50

   6.875% Series A-2
   Senior Discount
   Notes due 2013      $90,000,000   $652.50    $30.00         $682.50

   8.875% Series A-3
   Senior Notes       $300,000,000   $675.00    $30.00         $705.00
   due 2016  

   8.875% Series A-4
   Senior Notes       $225,000,000   $670.00    $30.00         $700.00
   due 2017

   * For purposes of the exchange offers, the amount offered for
     exchange with respect to the 6.875% Senior Notes due 2013,
     the 8.875% Series A-3 Senior Notes due 2016 and the 8.875%
     Series A-4 Senior Notes due 2017 reflects the aggregate
     principal amount outstanding at March 31, 2008, and the
     amount offered for exchange with respect to the 6.875%
     Series A-1 Senior Discount Notes due 2013 and the 6.875%
     Series A-2 Senior Discount Notes due 2013 reflects the
     aggregate principal amount at maturity.

Holders of the Old Notes who validly tender their Old Notes prior
to the Early Participation Deadline, as extended, and whose Old
Notes are accepted for exchange, will be entitled to receive an
early participation amount of $30.00 in principal amount of New
Notes per $1,000 principal amount of Old Notes accepted for
exchange. RHDI has not extended the withdrawal deadline for
tenders of Old Notes and holders no longer have the right to
withdraw any Old Notes previously tendered or tendered through the
Expiration Date.

In the event that the principal amount of Old Notes of any series
tendered prior to the Expiration Date exceeds the maximum amount
offered for exchange for that series, Old Notes will be accepted
on a pro rata basis by series according to the principal amount of
such series validly tendered prior to the Expiration Date and
accepted for exchange. Final proration of tenders of the Old Notes
will be determined based on the total amount of Old Notes of each
series validly tendered and accepted for exchange.

Consummation of the exchange offers is subject to certain
conditions, including, without limitation, the successful
completion of an amendment to RHDI's credit facility and certain
additional conditions, which must also be satisfied or waived in
the applicable exchange offer.

The exchange offers are only being made, and copies of the
exchange offer documents will only be made available, to holders
of Old Notes that have certified certain matters to RHDI,
including their status as either "qualified institutional buyers",
as that term is defined in Rule 144A under the Securities Act of
1933, or persons other than "U.S. persons", as that term is
defined in Rule 902 under the Securities Act of 1933. Eligible
Holders may request documents by contacting the information agent,
MacKenzie Partners, Inc., at (toll-free) 800-322-2885 or (collect)
212-929-5500.

The New Notes have not been and are not expected to be registered
under the Securities Act of 1933 or any state securities laws.
Therefore, the New Notes may not be offered or sold in the United
States absent registration or any applicable exemption from the
registration requirements of the Securities Act of 1933 and any
applicable state securities laws.

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp. -- http://www.rhdonnelley.com/ --  
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on May 13, 2008,
Moody's Investors Service assigned a B1 rating to R.H. Donnelley
Inc.'s proposed $488 million senior unsecured notes and a Ba1
rating to Dex Media West LLC's proposed senior secured credit
facilities, while affirming R.H. Donnelley Corporation's B1
Corporate Family rating, in connection with a proposed note
exchange and refinancing.

Fitch Ratings also affirmed the Issuer Default Ratings on R.H.
Donnelley Corp, R.H. Donnelley, Inc., Dex Media, Inc., Dex Media
East and Dex Media West at 'B+'.  Fitch expects to rate the
amended RHDI credit facility 'BB+/RR1' and the proposed DXW credit
facility 'BB+/RR1'.  The Rating Outlook has been changed to
Negative from Stable.


RIO VISTA: Posts $2.1 Million Net Loss in 2008 First Quarter
------------------------------------------------------------
Rio Vista Energy Partners L.P. reported a net loss of
$2.1 million, on revenues of $3.1 million, for the first quarter
ended March 31, 2008, compared with a net loss of $470,000, on
revenues of $679,000 in the same period of 2007.

For the first quarter of 2008, revenues consisted of $2.1 million
from Regional Enterprises Inc.'s transportation and terminaling
business, and $988,000 from the company's oil and gas operations
and related midsteam assets in the State of Oklahoma.  For the
first quarter of 2007, revenues were derived solely from the
operations of the company's remaining LPG transportation business,
which was sold in Decmber 2007.   

In July 2007, Rio Vista acquired Regional Enterprises Inc. and in
November 2007, Rio Vista acquired certain oil and natural gas
producing properties and related assets in the State of Oklahoma
formerly owned by GM Oil Properties Inc., Penny Petroleum
Corporation and GO LLC.  

Beginning March 1, 2008, Rio Vista Operating LLC became the
operator of the Oklahoma assets and employed approximately six
employees, consisting of four field workers and two office staff
personnel as of such date.

The above acquisitions were funded by a combination of debt,
private placements of Rio Vista common units and proceeds from the
sale of the company's LPG related assets.  During November 2007,
Rio Vista completed a private placement of common units raising
gross proceeds of $4,000,000.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$49.0 million in total assets, $39.1 million in total liabilities,
and $9.9 million in total partners' capital.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $4.6 million in total current
assets available to pay $15.7 million in total current
liabilities.

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?2c6b

                     Going Concern Disclaimer

Burton McCumber & Cortez L.L.P., in Brownsville, Tex., expressed
substantial doubt about Rio Vista Energy Partners L.P.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's ability to
generate sufficient cash flow to pay its expenses and its current
debt obligations as they become due and its dependence on Penn
Octane to continue as a going concern.

If Penn Octane's and the company's cash flows are not adequate to
pay their obligations, Penn Octane or Rio Vista may be required to
raise additional funds to avoid foreclosure by creditors.

                      About Rio Vista Energy  

Based in Houston, Rio Vista Energy Partners L.P. (Nasdaq: RVEP)
-- http://www.riovistaenergy.com/-- is a master limited  
partnership focused primarily on acquiring and developing oil and
gas exploration, production and transportation assets.  Through
its subsidiaries, the company currently owns certain leasehold
interests of oil and gas producing properties and associated
pipeline gathering systems in East Central Oklahoma.  The company
is also engaged in liquid bulk storage, transloading and  
transportation of chemicals and petroleum products.

Penn Octane Corporation (OTC BB: POCC) owns 75.0% of Rio Vista GP
LLC, the general partner of Rio Vista Energy Partners L.P.


RIVERSIDE ENERGY: S&P Lifts Rating on $368.5MM Term Loan to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB-' from
'B' on Riverside Energy Center, LLC.'s $368.5 million senior
secured term loan and the Rocky Mountain Energy Center LLC's
$264.9 million senior secured term loan, due 2011.  The outlook is
stable.
     
"Calpine Corp.'s emergence from bankruptcy has removed our credit
concerns regarding these projects," said Standard & Poor's credit
analyst Terrence Marshall.  "This emergence, along with the
projects' steady operational and fiscal performance, led to the
raised rating."
     
Rocky Mountain Riverside are power generation projects that are
wholly owned, indirect subsidiaries of Calpine Corp. (B/Stable).
The recovery rating is '1'.

Rocky Mountain, located in Weld County, Colorado, is a 601
megawatt natural gas fired, combined-cycle power generation plant
that sells substantially all of its output to Public Service Co.
of Colorado (BBB+/Stable/A-2) through 2014.  Thereafter, it will
then sell PSCo 90 MW for three years.  Riverside, located in
Beloit, Wisconsin, is a 617 MW natural gas fired, combined-cycle
electric generating plant that sells output to Wisconsin Power &
Light Co. (A-/Stable/A-2) and Madison Gas & Electric Co.
(AA-/Stable/A-1+) under contracts through 2013.   


ROCKY MOUNTAIN: S&P Lifts Rating on $264.9MM Secured Loan to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB-' from
'B' on Riverside Energy Center, LLC.'s $368.5 million senior
secured term loan and the Rocky Mountain Energy Center LLC's
$264.9 million senior secured term loan, due 2011.  The outlook is
stable.
     
"Calpine Corp.'s emergence from bankruptcy has removed our credit
concerns regarding these projects," said Standard & Poor's credit
analyst Terrence Marshall.  "This emergence, along with the
projects' steady operational and fiscal performance, led to the
raised rating."
     
Rocky Mountain Riverside are power generation projects that are
wholly owned, indirect subsidiaries of Calpine Corp. (B/Stable).
The recovery rating is '1'.

Rocky Mountain, located in Weld County, Colorado, is a 601
megawatt natural gas fired, combined-cycle power generation plant
that sells substantially all of its output to Public Service Co.
of Colorado (BBB+/Stable/A-2) through 2014.  Thereafter, it will
then sell PSCo 90 MW for three years.  Riverside, located in
Beloit, Wisconsin, is a 617 MW natural gas fired, combined-cycle
electric generating plant that sells output to Wisconsin Power &
Light Co. (A-/Stable/A-2) and Madison Gas & Electric Co.
(AA-/Stable/A-1+) under contracts through 2013.   


SAINT MICHAEL MOTOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Saint Michael Motor Express
        141 Law Rd.
        Jackson, TN 38305

Bankruptcy Case No.: 08-11838

Type of Business: The Debtor provides refrigerated trucking
                  services.

Chapter 11 Petition Date: May 22, 2008

Court: Western District of Tennessee (Jackson)

Debtor's Counsel: Henry C. Shelton, Esq.
                  Email: henry.shelton@arlaw.com
                  Adams and Reese LLP
                  80 Monroe Ave., Ste. 700
                  Brinkley Plaza
                  Memphis, TN 38103-2467
                  Tel: 524-5271

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Transportation Alliance Bank,                        $1,200,000
Inc.
P.O. Box 150100
Ogden, UT 84403

Flying J Insurance Services                          $244,825
4185 Harrison Blvd., Ste. 201
Ogden, UT 84403

H & P Leasing, Inc.                                  $148,714
P.O. Box 8257
Pearl, MS 39288

Tennessee Dept. of Labor &                           $100,000
Workforce Development

Fireman's Fund Insurance                             $90,000

Comdata Network                                      $84,500

Pinacle                                              $44,000

Qualcomm                                             $34,101

Liberty Mutual Insurance                             $28,158

Jackson Medical Center General                       $22,420

Simmons Tire Co.                                     $20,147

Tennessee Dept. of Safety      Fuel Tax              $15,482
Safety

Wilma Allen, Trustee                                 $7,642

Workcare Resources                                   $4,030

Methodist Hospital, Inc.                             $3,802

Howard Johnson                                       $3,167

Fedex                                                $2,996

Memphis Brake Service                                $2,819

Sunteck Transport                                    $2,692

Kentucky                       Fuel Tax              $2,500


SAKS INC: Moody's Upgrades Corporate Family Rating to B1
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of Saks Inc.,
including its corporate family rating to B1 from B2. The rating
outlook is stable. The upgrade primarily reflects improvement in
Saks' key credit metrics resulting from the company's progress in
growing sales, improving operating performance and cash flow
generation, and reducing debt. Performance improvements have
stemmed from the company's ability to maintain comparable store
sales growth, reduce corporate overhead, as well as improve
merchandise assortments by store.

These ratings were upgraded:

   * Corporate family rating to B1 from B2

   * Probability of default rating to B1 from B2

   * 7% Global notes due 12/01/2013 to B2 (LGD5, 74%) from B3
     (LGD5, 72%)

   * 7.5% Bonds due 12/01/2010 to B2 (LGD5, 74%) from B3
     (LGD5, 72%)

   * 2% Convertible notes due3/15/2024 to B2 (LGD5, 74%) from B3
     (LGD5, 72%)

   * 8.25% notes due 11/15/2008 to B2 (LGD5, 74%) from B3
     (LGD5, 72%)

   * 7.375% Bonds due 2/15/2019 to B2 (LGD5, 74%) from B3
     (LGD5, 72%)

   * 9.875% Notes due 10/01/2011 to B2 (LGD5, 74%) from B3
     (LGD5, 72%)

The B1 corporate family rating reflects the company's solid
position in the luxury retail segment, good liquidity, and strong
credit metrics. The ratings are also supported by the company's
positive comparable store sales growth, merchandising
improvements, and quality of its real estate locations. These
strong factors are offset by the company's slim operating margin,
high cash flow seasonality, and small scale in terms of revenue.
Further constraining the ratings is increased competition among
retailers, and high business risk which exposes the company to
potential performance volatility due to fashion and economic risk.

The stable outlook reflects Moody's expectation that the company
will maintain its credit metrics at current levels, and that it
will maintain good liquidity and that its financial policy will
not become more aggressive.

Saks Incorporated, headquartered in New York, NY, operates 54 Saks
Fifth Avenue luxury department stores, 48 Off Fifth off-price
stores and 95 Club Libby Lu specialty stores. Total revenues for
the last twelve months ended May 3, 2008 were approximately $3.3
billion.


SALLY BEAUTY: March 31 Balance Sheet Upside-Down by $753.3 Million
------------------------------------------------------------------
Sally Beauty Holdings Inc.'s consolidated balance sheet at
March 31, 2008, showed $1.4 billion in total assets,
$2.1 billion in total liabilities, and $6.2 million in stock
options subject to redemption, resulting in a $735.3 million total
stockholders' deficit.

The company reported GAAP net earnings of $12.4 million for the
fiscal 2008 second quarter ended March 31, 2008, compared to
$11.0 million for the fiscal 2007 second quarter.

For the fiscal 2008 second quarter, adjusted net earnings were
$17.9 million, after adjusting for $5.5 million in non-cash
interest expense from marked-to-market changes in the fair value
of the company's interest rate swaps.  For the fiscal 2007 second
quarter, adjusted net earnings were $12.1 million, after adjusting
for $1.1 million in non-cash interest expense.

On a GAAP basis, net earnings for the six months ended March 31,
2008, increased by 88.6% to $26.7 million, compared to
$14.2 million for the six months ended March 31, 2007.

For the six months ended March 31, 2008, adjusted net earnings
were $35.9 million, after adjusting for $9.1 million in non-cash
interest expense from marked-to-market changes in the fair value
of the company's interest rate swaps.  For the six months ended
March 31, 2007, adjusted net earnings were $14.6 million, , after
adjusting for $400,000 for non-cash interest expense net of tax.

"Consolidated net sales for the fiscal 2008 second quarter were
$643.0 million, an increase of 5.6% over the fiscal 2007 second
quarter, and same store sales grew 2.8%," stated Gary
Winterhalter, president and chief executive officer.  "We are
pleased with the company's second quarter results.  Given the
greater exposure to the U.S. retail consumer in our Sally Beauty
Supply segment, I am encouraged by same store sales increases that
have strengthened since our December quarter.  

"We are excited about the marketing and merchandising initiatives
planned for Sally Beauty Supply, including the exclusive
merchandising agreement in the U.S. and Canada for certain hair
extension products promoting Paris Hilton.  

"The Sally segment acquisition of Pro-Duo, N.V., a 40-store beauty
supply chain located in Belgium, France and Spain, is a critical
step in our international expansion plan.  For the Beauty Systems
Group segment, same store sales growth was solid in the second
quarter, and we believe that our initiatives are in place to
return BSG to historical levels of profitability during fiscal
2008, while implementing operating margin improvements for future
years."

                            Net Sales

Consolidated net sales for the fiscal 2008 second quarter were
$643.3 million compared to $609.3 million in the fiscal 2007
second quarter.  The company's consolidated same store sales
increased by 2.8% during the fiscal 2008 second quarter over the
fiscal 2007 second quarter.

For the six months ended March 31, 2008, consolidated sales were
$1.3 billion compared to $1.2 billion for the six months ended
March 31, 2007, an increase of 4.8%, which included a 2.4%
consolidated same store sales increase.

                           Gross Profit

For the fiscal 2008 second quarter, consolidated gross profit was
$298.4 million and gross profit as a percentage of sales was 46.4%
compared to 46.5% in the fiscal 2007 second quarter.

For the six months ended March 31, 2008, consolidated gross profit
was $604.6 million, and gross profit, as a percentage of sales,
was 46.5% compared to $567.5 million or 45.8% for the six months
ended March 31, 2007.

           Selling, General and Administrative Expenses

For the fiscal 2008 second quarter, selling, general and
administrative (SG&A) expenses were $221.1 million, or 34.4% of
sales, versus $212.2 million, or 34.8% of sales, in the fiscal
2007 second quarter.  

SG&A expense increases for the fiscal 2008 second quarter included
$3.5 million of costs related to acquired businesses and increased
rent expense of approximately $2.3 million, primarily for new
stores.  SG&A expenses for the fiscal 2008 second quarter also
included $1.6 million of share-based compensation compared to
$600,000 in the fiscal 2007 second quarter.  

SG&A expenses for the six months ended March 31, 2008, were
$445.6 million, or 34.3% of sales, versus $425.4 million, or 34.3%
of sales for the six months ended March 31, 2007.  

The $20.2 million increase included $12.1 million of costs related
to acquired businesses and $1.5 million of retention incentives
for Beauty Systems Group direct sales consultants affected by the
L'Oreal contractual changes during fiscal 2007.  In addition, SG&A
expenses for the six months ended March 31, 2008, included
$7.2 million of share-based compensation expense compared to
$6.3 million in the fiscal 2007 second quarter.  

     Pro-Duo Acquisition for the Sally Beauty Supply Segment

On May 7, 2008, the company acquired Pro-Duo, N.V., a 40-store
beauty supply chain located in Belgium, France and Spain for
19.3 million Euros, or approximately $29.8 million, subject to
certain adjustments.  The acquisition was funded through
$29.8 million in cash and borrowings on the company's asset-based
revolving loan facility (ABL) and the assumption of 2.7 million
Euros, or approximately $4.0 million, of debt from Pro-Duo.  

                       Interest Income, Net

Interest expense, net of interest income, for the fiscal 2008
second quarter was $47.6 million and included $8.6 million of non-
cash expense related to the company's interest rate swap
transactions.  Fiscal 2007 second quarter interest expense of
$42.9 million included $1.7 million of non-cash expense for the
marked-to-market change in fair value for interest rate swap
transactions.

Interest expense for the six months ended March 31, 2008, net of
interest income, was $94.1 million, including $14.3 million of
non-cash interest expense related to the interest rate swaps,
compared to $62.1 million, including $700,000 of non-cash interest
expense related to the interest rate swaps, for the six months
ended March 31, 2007.

                    Provision for Income Taxes

Income taxes were $5.5 million for the fiscal 2008 second quarter
and $14.5 million for the six months ended March 31, 2008.  The
company's effective tax rate for fiscal 2008 is currently
projected to be approximately 35.5%.

                         Adjusted EBITDA

Adjusted EBITDA increased 10.6%, or $7.6 million, for the fiscal
2008 second quarter to $79.0 million, compared to $71.4 million
for the fiscal 2007 second quarter.  For the six months ended
March 31, 2008,  Adjusted EBITDA increased by 12.0% to
$166.2 million, compared to $148.4 million, for the six months
ended March 31, 2007.

                 Liquidity and Capital Resources

Cash and cash equivalents as of March 31, 2008, was $31.4 million.
As of March 31, 2008, the company had $317.8 million available for
additional borrowings under its ABL facility, subject to base
limitations, as reduced by outstanding letters of credit.   

The company's debt, excluding capital leases totaled approximately
$1.77 billion as of March 31, 2008, as compared to approximately
$1.76 billion as of March 31, 2007.  For the six months ended
March 31, 2008, the company's capital expenditures totaled
$25.7 million and are currently projected to be approximately
$60.0 million for the 2008 fiscal year, excluding acquisitions.  

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?2c6a

                        About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international  
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.  Beauty Systems
Group stores, branded as CosmoProf or Armstrong McCall stores,
along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.

  
SIX FLAGS: Fitch Junks Issuer Default Rating
--------------------------------------------
Fitch Ratings has downgraded these ratings:

Six Flags Inc.
  -- Issuer Default Rating to 'C' from 'B-'.
  -- Senior unsecured notes (including the 4.5% convertible notes)
     to 'C/RR5' from 'CCC/RR6'

  -- Preferred stock to 'C/RR6'from 'CCC-/RR6'.

Six Flags Theme Park Inc.
  -- IDR to 'C' from 'B-'
  -- Secured bank credit facility to 'CCC/RR1' from 'BB-/RR1'.

The recovery rating of Six Flags Inc's senior unsecured notes
reflects an average of the recovery ratings for each note based on
the potential recovery from the proposed exchange offer.  The
ratings have also been placed on Rating Watch Negative, reflecting
the expectation that upon execution of the proposed note exchange
(scheduled for June 16, 2008) the IDR will be downgraded to
Restricted Default ('RD').

Six Flags announced on May 14 an offer to exchange Six Flags
senior unsecured notes for Six Flags Operations Inc. senior
unsecured notes.  Six Flags stated that the new notes would not
exceed $400 million.  Based on the exchange offer, there is a
potential to exchange approximately $500 million in existing
senior note debt at an incremental interest expense of no higher
than $4 million plus transaction fees.  While this transaction
does not materially change leverage or interest coverage, it could
eliminate a substantial portion of the company's 2010 maturities
and have a positive affect on the credit profile.  

However, under Fitch's criteria, the exchange offer represents a
Distressed Debt Exchange.  A DDE results when an exchange offer
has a material reduction in terms and is de facto necessary even
if voluntary.

If the exchange is executed as proposed, Fitch would lower the IDR
on Six Flags and SFTP to 'RD' reflecting the DDE.  Subsequently,
Fitch expects to upgrade the IDR on Six Flags and SFTP to 'CC',
assign a 'CC' IDR to SFO, rate the proposed $400 million notes at
SFO 'C/RR5', upgrade the secured bank credit facility to
'CCC+/RR1', and downgrade the Six Flags senior unsecured notes to
'C/RR6' from 'C/RR5'.  The Recovery Ratings on the new SFO notes
and the existing Six Flags notes reflect better recovery prospects
due to the structural seniority the new SFO notes would have in
the capital structure relative to the existing Six Flags notes.  
Fitch estimates there would be no recovery for the Six Flags notes
and the mandatorily convertible preferred stock under a distressed
scenario.

The expected 'CC' IDR, subsequent to the 'RD' downgrade, reflects
the material refinancing risks posed by the August 2009 PIERs
maturity.  In Fitch's view the most likely remedies that the
company could pursue to address the PIERs maturity could
constitute a technical default or outright default.  The company
has stated that there are potential Delaware Law restrictions on
the redemptions of the PIERs.  In addition, a non-payment default
on the PIERs would trigger a default on the bank credit facility,
and without a bank credit facility amendment or waiver would in
turn trigger a default on the senior unsecured notes.

Fitch emphasizes that the current and expected IDRs are driven by
the DDE and the potential for an RD on the PIERs.  Fitch's view of
the company's capacity to remain a going concern and its view of
the overall credit profile are relatively unchanged.  Fitch
anticipates Six Flags' IDR could be raised to 'B-' after the
company addresses the PIERs maturity and demonstrates improved
operating results including solid summer attendance and planned
cost cuts and sponsorship/licensing revenues (which could have a
cumulative 30%-40% positive impact on EBITDA).  However, a 'CCC'
IDR is possible given the execution risk, potential for cyclical
pressures, weather-related problems, and liquidity concerns.

As of March 31, 2008, the company is at breakeven on an interest
coverage basis, and leverage is approximately 13.2 times, both of
which are very concerning.  Fitch believes the company's goals of
cost cutting and increasing revenues could be achievable.  
Achievement of these targets could materially improve interest
coverage and leverage.  A cyclical or weather-related decline in
attendance or if the company is unable to execute on these revenue
and cost opportunities over which it has more control may further
heighten refinancing risk.

The company's liquidity has been sufficient to cover operating
costs in the off-season, invest in its parks and enable it to
continue to attempt its turnaround in 2008.  Liquidity as of March
31, 2008 consisted of $12.6 million in cash and approximately
$130 million in unused revolver capacity.  The company also
announced its deferral of the PIERs May 2008 dividend
(approximately $5.2 million per quarter).  This will help to
preserve additional liquidity by reducing fixed charges.

While this action is a negative for PIERs holders Fitch notes that
it appears to be within the provisions stipulated in the security
documents.  Fitch expects that the first quarter of 2008
represented the lowest point in the company's liquidity for the
year and expects meaningful positive cash flows for the next two
quarters, which would go toward reducing the current credit
facility balance and to building up liquidity to fund its off-
season in fourth-quarter 2008 and first-quarter 2009.


SPECTRUM BRANDS: Salton Sale Cues Moody's to Review Junk Ratings
----------------------------------------------------------------
Moody's Investors Service placed the Caa1 corporate family rating
and Caa1 probability of default rating of Spectrum Brands under
review following the announcement yesterday that Spectrum has
entered into a definitive agreement to sell its Global Pet
business to Applica Pet Products, a subsidiary of Salton, Inc.,
for over $900 million.

"The combination of high leverage, declining operating performance
trends, and limited financial flexibility are the principal
constraints on Spectrum's rating" said Kevin Cassidy, Vice
President/Senior Credit Officer at Moody's Investors Service. At
the same time, product diversification and the general stability
of the Global Pet division, which has helped offset the decline in
the Home and Garden and Global Batteries and Personal Care
businesses, support Spectrum's ratings. "While the transaction may
arguably diminish the company's credit profile due to the sale of
its most stable business, it should improve Spectrum's financial
flexibility as secured debt will be reduced by close to $700
million, resulting in a reduction of both senior leverage (a
little less than 1 turn) and total leverage (about .5 turns) and
increased head room under financial covenants" noted Cassidy. The
transaction should also improve the company's liquidity profile as
it will pay down a portion of its $300 million ABL facility.

The review will focus on the company's strategy to reverse the
negative operating trends over the past couple of years
(notwithstanding recent improvements) in its Home and Garden and
Global Batteries and Personal Care businesses and possible
strategic capital structure alternatives. If the transaction
closes without any material modifications, the ratings on the
secured credit facility (term loan and synthetic letter of credit)
and the ratings on both traunches of subordinated debt would
likely be affirmed or possibly upgraded. Moody's said an upgrade
to the instrument ratings may occur if the CFR and PDR are
affirmed due to the change in the capital structure with a
significant decrease in secured debt relative to unsecured debt.
The LGD assessments are also subject to change, the direction of
which is uncertain.

Ratings on review for possible downgrade:

   * Corporate family rating at Caa1;
   * Probability of default rating at Caa1;

Ratings affirmed:

   * $700 million 7.375% senior subordinated bonds due 2015 at
     Caa3 (LGD 5, 83%);

   * $350 million variable rate toggle senior subordinated notes
     due 2013 at Caa3 (LGD 5, 83%);

   * $1.55 billion senior secured revolving credit facility due
     2013 at B2 (LGD 2, 29%);

   * $50 million synthetic letter of credit facility due 2013
     at B2 (LGD 2, 29%)

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control. Spectrum reported
sales of $2 billion for the twelve months ended March 2008.


SPRINT NEXTEL: Poor Credit Metrics Cue Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch has affirmed the ratings for Sprint Nextel Corporation and
its subsidiaries as:

Sprint Nextel Corporation
  -- Issuer default rating at 'BB+';
  -- Senior Unsecured Notes at 'BB+';
  -- Short-Term Issuer Default Rating at 'B';
  -- Commercial paper at 'B';

Sprint Capital Corporation
  -- IDR at 'BB+';
  -- Senior Unsecured Notes at 'BB+';

Nextel Communications Inc.;
  -- Issuer default rating at 'BB+';
  -- Senior Unsecured Notes at 'BB+';

US Unwired Inc;
  -- IDR at 'BB+';
  -- Second Priority Secured Notes at 'BB+';

Alamosa Delaware Inc.;
  -- IDR at 'BB+';
  -- Senior Unsecured Notes at 'BB+'.

In addition, all of the ratings have been removed from Rating
Watch Negative.  The Rating Outlook on Sprint Nextel and its
subsidiaries is Negative.  Approximately $23 billion of debt is
affected by Fitch's action.

The rating affirmation considers the past deterioration to Sprint
Nextel's credit metrics and the continued challenged financial
performance resulting from numerous operational issues.

Additionally, the past consumer sentiment toward Sprint Nextel and
the positive momentum experienced by Verizon Wireless and AT&T
Wireless exacerbate the challenges that the company faces in
improving its competitive position, particularly considering the
high industry postpaid penetration rates and weakening economy.  
While first-quarter operating performance was within the lowered
expectations, churn, ARPU and subscriber addition metrics were all
at their lowest points since the merger with further pressure
expected on ARPU throughout at least 2008.

As a result, wireless revenue and EBITDA declined by 9% and 25%,
respectively, in the first quarter.  Sprint has indicated that
postpaid subscriber declines will only improve marginally in the
second quarter.  The company expects to be free cash flow positive
for the balance of the year with EBITDA performance stabilizing by
year end.

Over at least the medium term, the WiMAX partnership Sprint Nextel
announced on May 7, 2008 is positive by mitigating the financial
risks associated with costs to build-out and operate a new
network.  Sprint Nextel will also be reimbursed for any WiMAX
capital and operating costs from April 1 until the transaction
closes with a mix of cash and secured promissory notes.  

In addition, in Fitch's view this will give management more time
to focus on addressing the challenges within its core operations.

The Negative Outlook reflects Fitch's concern with the limited
visibility into whether the company's current turnaround
initiatives will stabilize the operations.  Sprint Nextel also
faces uncertain outcomes relative to iPCS litigation and spectrum
rebanding, which could further affect the company's operations,
both financially and operationally.  Based on the above factors,
if Sprint Nextel cannot show material improvements in operational
metrics during the second half of 2008, a one-notch downgrade is
likely as credit metrics would experience further erosion beyond
current expectations.  At the end of first-quarter 2008, leverage
was 2.4 times.  Fitch expects leverage to rise to approximately 3x
by the end of 2008.

As a result of its past operational difficulties and reflecting
the deterioration in financial performance, Sprint Nextel took
steps to conserve liquidity and reduce refinancing risk.  These
actions included the suspension of its $300 million annual
dividend and a $2.5 billion drawdown on its revolver.  Cash and
marketable securities at the end of first-quarter 2008 was
$4.8 billion.  Current maturities include $1.3 billion due in
November 2008 and $600 million due in May 2009.  The 2008 maturity
was recently called for redemption.  

Pro forma for the $337 million reduction in the letter of credit
and $50 million commercial paper repayment subsequent to the end
of the first quarter, Sprint Nextel had approximately $1.2 billion
of borrowing capacity under its $6 billion credit facility that
matures in 2010.  Fitch expects the company to potentially seek
further reductions to its $2.2 billion LOC as additional progress
is made with spectrum rebanding.

While Fitch does not expect Sprint Nextel to breach its credit
facilities financial covenant of 3.5x in the near term, further
erosion to its subscriber operating metrics during 2008 will
materially reduce its covenant cushion.  As of the first quarter,
the financial covenant ratio was 2.9x.  Because of these factors,
Fitch believes the company will likely enter into discussions with
its bank group at some point to negotiate amendments to its credit
facilities or potentially refinance to a new facility with a
longer dated maturity.  

If this were to occur, the bank group could likely require any of
these: fee increases, more restrictive covenants, reduction to
commitment, or guarantees and/or security interests in Sprint
Nextel operating subsidiaries.  Fitch believes the company has
limited flexibility in the near term to reduce the overall size of
its facility given the recent drawdown and on-going LOC
requirements.  Bond indentures effectively restrict secured debt
to standard carve-outs plus 15% of net tangible assets.  Absent
any further credit deterioration or events beyond current
expectations, if Sprint Nextel's credit facility became secured,
Fitch would expect to maintain its current IDR ratings and
increase the notching of the credit facility to reflect its
priority position in the capital structure.

At the completion of the merger in 2005, Sprint Nextel Corp.
jointly and severally guaranteed the Nextel obligations on a
senior unsecured basis.  The supplemental indenture also allowed
that Sprint Nextel could be released from its guarantee upon the
sale of substantially all of Nextel's assets.  At this time, Fitch
believes the Sprint Nextel Corp. guarantee to Nextel's unsecured
senior notes is fully supported since: the integration is
effectively complete with the billing system conversion; and
Sprint Nextel remains currently committed to the iDEN network to
deliver Direct Connect Push-To-Talk (PTT) services.

However, Fitch remains concerned with the past erosion to all
facets of the iDEN business that has caused significant
degradation to its cash flow generation and the uncertain longer-
term commitment to the iDEN platform due to the new deployment of
the QChat PTT services on CDMA.  

If the company continues to struggle with adding iDEN-only
subscribers, which Fitch believes is likely, Sprint Nextel could
face mounting shareholder pressure over the challenges associated
with the iDEN business, although any disposition of the iDEN
assets would be challenging and uncertain.  Potential barriers
include: the current level of integration, the prohibitive costs
to shutter the iDEN network, the viability of a standalone iDEN
business, and spectrum rebanding issues.  Fitch will continue to
monitor the operational prospects of the iDEN assets and the
potential implications of further subscriber-base erosion to
assess the level of risk to Nextel bondholders.


SS&C TECHNOLOGIES: Board Elects Campbell Dyer as Director
---------------------------------------------------------
The Board of Directors of SS&C Technologies Inc. elected Campbell
R. Dyer as a director of the company.  The board of directors of
its parent company, SS&C Technologies Holdings, Inc., elected Mr.
Dyer as a director of Holdings.  Mr. Dyer was appointed to the
Audit Committees of both the company and Holdings.

Todd R. Newnam resigned from the board of directors of SS&C and
the board of directors of Holdings both effective immediately.  
Mr. Newnam was a member of the Audit Committees of the company and
Holdings.

Mr. Dyer currently serves as a Principal in the Technology Buyout
Group of The Carlyle Group, which he joined in 2002.  Prior to
joining Carlyle, Mr. Dyer was an associate with the private equity
firm William Blair Capital Partners (now Chicago Growth Partners)
and an investment banking analyst in the M&A Group of Bowles
Hollowell Conner & Co. (now Wachovia Securities).  He also serves
on the board of directors of Open Solutions, Inc.

As of March 31, 2008, affiliates of Carlyle held 38,355,712 shares
of the common stock of Holdings, or 72.1% of the outstanding
shares of Holdings' common stock.  The Carlyle Stockholders,
Holdings and William C. Stone, the chief executive officer of the
Company and Holdings, are parties to a Stockholders Agreement,
dated as of November 23, 2005, as amended.  Pursuant to the
Stockholders Agreement, the Carlyle Stockholders are entitled to
nominate four directors to the six-member board of directors of
Holdings, and each Stockholder agrees to vote all shares of common
stock owned or held of record by such Stockholder to elect such
nominees.

In the event of the resignation of a director designated by the
Carlyle Stockholders, each Stockholder agrees to vote all shares
of common stock owned or held of record by such Stockholder for
the individual designated by the Carlyle Stockholders to fill such
vacancy.  Mr Dyer is one of the nominees of the Carlyle
Stockholders.

Headquartered in Windsor, Conn., SS&C Technologies Inc. --
http://www.ssctech.com/-- delivers investment and financial   
management software and related services focused exclusively on
the financial services industry.  

                          *     *     *

Todate SS&C Technologies Inc. still carries Moody's Investors
Service's "Caa1" senior subordinate rating assigned on Oct. 25,
2005.


SYMBION INC: S&P Affirms Ratings and Changes Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Symbion
Inc. to negative from stable.  At the same time, S&P affirmed the
ratings on the company, including the 'B' corporate credit rating.
     
"The outlook revision reflects recently disappointing financial
results and our concern that the company's recent business
challenges may prevent it from achieving a financial risk profile
more consistent with the rating," said Standard & Poor's credit
analyst David Peknay.
     
Standard & Poor's also assigned a 'CCC+' issue-level rating and a
'6' recovery rating on Symbion's proposed $175 million senior
unsecured payment-in-kind toggle notes.  The 'CCC+' issue-level
rating is two notches below the corporate credit rating on the
company, and the '6' recovery rating reflects the expectation for
negligible (0% to 10%) recovery of principal and pre-petition
interest in the event of a payment default.
     
The rating on Nashville, Tennessee-based Symbion reflects the
company's narrow operating focus as an owner and operator of
surgical facilities, third-party reimbursement risks, a fairly
aggressive growth strategy, and a large debt burden.  Favorable
industry demand and a diverse payor base partially mitigate these
risk factors.
     
Symbion currently operates or owns interests in 56 freestanding
ambulatory surgical centers and three surgical hospitals in the
U.S.


TENNECO INC: S&P Holds 'BB-' Rating and Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and certain other ratings on Tenneco Inc. and
removed them from CreditWatch with negative implications, where
they were placed on March 17, 2008, as a result of the American
Axle & Manufacturing Holdings Inc. (BB/Watch Neg/--) strike.  The
outlook is stable.
     
At the same time, Standard & Poor's raised its issue-level rating
on Tenneco's senior unsecured notes to 'BB-' from 'B+', and
assigned recovery ratings of '4' to this debt, indicating the
expectation for average (30%-50%) recovery in the event of a
payment default.  The issue-level rating on Tenneco's senior
subordinated notes remains at 'B', and a recovery rating of '6'
was assigned to this debt, indicating the expectation for
negligible (0%-10%) recovery in the event of a payment default.  
The rating actions reflect the extension of S&P's recovery ratings
to all speculative-grade unsecured debt issues.
      
"The rating affirmation and stable outlook reflect our view that
Tenneco's credit measures will remain within our expectations for
the rating level in the face of very challenging conditions for
the North American auto sector in 2008 and perhaps 2009," said
Standard & Poor's credit analyst Lawrence Orlowski.  For the
rating, we expect that adjusted debt to EBITDA will remain less
than 4x and funds from operations about 15%.  Reflecting the
impact from the American Axle strike, net sales and operating
income in the first quarter were $1.56 billion and $39 million,
respectively, compared with $1.4 billion and $49 million in the
year-earlier quarter.
     
The ratings on Tenneco reflect the company's weak business profile
and highly leveraged but still stable financial profile.  
Tenneco's credit measures were generally stable in the 12 months
ended March 31, 2008.  The company benefits from good diversity
among its customers, business platforms, and regions of operation.  
However, Tenneco is still exposed to declining vehicle production
by its large customers, General Motors Corp. and Ford Motor Co.
     
Credit measures should remain consistent with the rating despite
industry conditions that include production cuts by some customers
and raw-material price pressures.  S&P could revise the outlook to
negative if industry challenges prevent Tenneco from generating
free cash flow or if leverage rises to much more than 4x, which
could occur if EBITDA fell about 10% from current levels, perhaps
as a result of reduced production and unrecovered raw material
costs.


TRIANT HOLDINGS: Has 120 Days to Comply with TSX Listing Standards
------------------------------------------------------------------
Triant Holdings Inc. disclosed that the Toronto Stock Exchange
granted the company 120 days to comply with all requirements for
continued listing.  The company related that TSX is reviewing its
common shares with respect to meeting the continued listing
requirements.

This review only relates to the current market capitalization of
the common shares of the company, which is below the TSX minimum
requirement.  The company is in compliance with all other TSX
requirements.  

The company will also consider alternatives available to it for
maintaining liquidity in a secondary market for the common shares
of the company, one of which may be applying for listing on the
TSX Venture Exchange.

Triant Holdings Inc. (TSX: TNT) -- http://www.triant.com/--is  
into equipment health monitoring, advanced fault detection and
sophisticated data analysis technology.  The company's industry
focus is the semiconductor industry where it provides innovative
Advanced Process Control software solutions that enable its
customers to improve their productivity and lower their
manufacturing costs.


US EAGLES: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------
Debtor: U.S. Eagles Logistics, LLC
        365 Cedar Trail Ln.
        Harvest, AL 35749

Bankruptcy Case No.: 08-02472

Chapter 11 Petition Date: May 22, 2008

Court: Northern District of Alabama (Birmingham)

Judge: Tamara O Mitchell

Debtor's Counsel: Daniel D. Sparks, Esq.
                  Email: ddsparks@csattorneys.com
                  1800 Financial Ctr.
                  505 North 20th St.
                  Birmingham, AL 35203
                  Tel: (205) 795-6588

Total Assets: $12,000,763

Total Debts:   $5,842,675

Debtor's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bluebridge International       $2,700,000
General Trading & Contracting
Co.
P.O. Box 6328
Salmiya, Kuwait 22074
Tel: (965) 571-6404

Eddie Pressley                 $730,000
365 Cedar Trail Lane
Harvest, AL 35749

Terry Hall                     $90,000
6946 Woodcreek Lane
Rex, GA 30273

The Hogan Firm                 $4,950

First Insurance Funding Corp.  $3,837


USG CORP: Asbestos PI Trust Files Annual Report Ending Dec. 2007
----------------------------------------------------------------
Philip A. Pahigian, Lewis R. Sifford, and Charles A. Koppelman,
Trustees of the USG Asbestos Personal Injury Settlement Trust
that was created pursuant to the confirmed Joint Plan of
Reorganization of USG Corp. and its debtor-affiliates, submitted
an annual report for the year beginning January 1, 2007, through
December 31, 2007.

Funded in accordance with the Plan, the PI Trust aims to assume
all responsibility of the PI Trust Claims, and to use the assets
of the PI Trust to pay both present and future asbestos
claimants, in a way that PI Trust Claim holders are treated
fairly, equitably, and reasonably in light of the finite assets
available to satisfy the claims.

                     Trust Administration

Kathleen Campbell Davis, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, counsel for the PI Trust, told the U.S.
Bankruptcy Court for the District of Delaware that Mr. Koppelman
replaced Thomas M. Thully, who resigned from his position as a PI
Trustee on January 17, 2008.  Mr. Pahigian served as the Managing
Trustee of the Trust during the Reporting Period.  

Analysis Research Planning Consulting served as the Trust's
executive director.  Campbell & Levine, LLC, of Pittsburgh,
Pennsylvania, and Wilmington, Delaware, is the Trust's general
counsel.

For the fiscal year 2007, the Plan Trustees held formal meetings
in accordance with the requirements of the PI Trust Agreement.   
In attendance at the meeting were the Trustees, representatives
of the Trust Advisory Committee, and Dean M. Trafelet, the Future
Claims Representative.

The TAC members are Russell W. Budd, John D. Cooney, Theodore
Goldberg, Steven Kazan, Perry Weitz, and Joseph F. Rice.

The Plan Trustees also held regularly scheduled weekly
teleconferences, met individually with PI Trust advisors, held
executive sessions and special purpose meetings, and devoted
considerable time to Trust matters outside of scheduled meetings.

The Trustees' other activities in 2007 included:

   * preparing for the timely transfer of the trust assets;

   * receiving and deploying the trust assets with investment
     managers;

   * designing and implementing processes to receive, process,
     and pay claims pursuant to the Trust Distribution
     Procedures; and

   * communicating with personal injury claimants regarding the
     processing of claims, and continual monitoring of
     the claims and investment processes.

Ms. Davis said that all distributions related to the  
compensation and expense reimbursements for the Trustees, the
TAC, and the FCR, were made in accordance with the Trust
Agreement guidelines and applicable bylaws.

        Compensation for Trustees and Trust Advisors

Compensation and expenses incurred by the Plan Trustees, the TAC
members, the FCR, and their professionals totaled $1,382,624 for
the year ended December 31, 2007:

                                  Fees     Expenses   Retainer  
                                --------   --------   --------   
   Plan Trustees                $756,329    $41,566   $185,000
   FCR                            91,488     16,342          0
   FCR's Counsel                  49,827      4,087          0
   TAC Members                    88,000     26,067          0
   TAC Counsel                   123,090      4,750          0

          Claims Processing & Investment Management

The Trustees selected the Delaware Claims Processing Facility to
process the PI Trust claims.  The Trust retained Campbell &
Levine, LLC, of Pittsburgh, Pennsylvania, and Wilmington,
Delaware, as its general counsel.

Cambridge Associates, LLC, in Boston, Massachusetts, continues to
serve as the PI Trust's investment advisor; and advises the
Trustees on asset allocation, cash flow modeling, and the
selection and oversight of individual investment managers for the
investable portions of the Trust's portfolio.

Pursuant to the recommendation of Cambridge Associates; the
currently anticipated timing of the liquidity needs of the Trust
to pay claims; and the Trust's status as a federal tax paying
"qualified settlement fund," the Trust's investable assets are
allocated among investment types in these percentages:

   * 85% of the invested assets are committed to tax-exempt fixed
     income products, with 64.7% allocated to intermediate-term
     municipal bonds and 35.3% allocated to short-term municipal
     bonds; and

   * 15% of the invested assets are committed to equity
     investments, with 33.33% allocated to managers investing in
     U.S. equities and 66.7% allocated to managers investing in
     non-U.S. equities.

The Trust also retained:

   * Northern Trust, Mercator, Hansberger, Southeastern (Longleaf
     Partners International Fund), and Gryphon as non-U.S. equity
     managers;

   * Northern Trust as U.S. equity manager;
  
   * BlackRock, Schroders, Morgan Stanley, Northern Trust and
     M.D. Sass as intermediate-term municipal bond managers; and

   * BlackRock and Columbia as short-term municipal bond
     managers.  
     
Northern Trust also served as custodian for the PI Trust's
investment accounts.  In 2007, the Trustees regularly met with
Cambridge Associates for updates and reports on the investments
and to review investment performance and investment strategy.  
The Trustees also met at least once with each investment manager
and to review performance and investment strategy.

During the Reporting Period, the Trust prepared for the timely
transfer of assets from the Debtors and other transferors;
received the assets and deployed them to the Trust custodians
and investment managers; and monitored the investments on a
continual basis.

                     Summary of Claims

The Trustees note that the PI Trust began to accept and process  
unliquidated claims on February 19, 2007.  As of December 31,
2007, the Trust received and processed 413 prepetition Liquidated
PI Trust Claims and paid 423 claims.  From the 423 claims paid,
69 are malignancy claims and 354 are non-malignancy claims.  
After application of the payment percentage and applicable
sequencing adjustment, the Trust paid about $8,000,000 to
asbestos victims as settlement of their prepetition Liquidated PI
Trust Claims.  

The malignant to non-malignant ratio of the Prepetition
Liquidated PI Trust Claims paid in number was 1/5 and the
malignant to non-malignant ratio of the prepetition Liquidated
Trust Claims in dollars paid was 4/1.

In 2007, the Trust received 123,783 Unliquidated PI Trust Claims
for processing and paid 5,281 claims.  From those paid claims,
504 were malignancy claims and 4,777 were non-malignancy claims.

After application of the payment percentage and applicable
sequencing adjustment, the Trust paid about $35,000,000 to  
asbestos victims to settle their Unliquidated PI Trust Claims.

The malignant to non-malignant ratio of Unliquidated PI Trust
Claims paid in number was 1/9 and the malignant to non-malignant
ratio of the Unliquidated PI Trust Claims in dollars paid was
2/1.

A summary of the claims processing procedures and policies is
available at the Trust's Web site:

               http://www.usgasbestostrust.com

A full-text copy of the PI Trust's 2007 Annual Report is
available for free at:

      http://bankrupt.com/misc/USGPITrust2007Report.pdf

                      About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--     
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                     *     *     *
               
As reported in the Troubled Company Reporter on Feb. 29, 2008,
Moody's Investors Service downgraded the debt ratings of USG to
Ba2 reflecting the ongoing pressure on the company's financial
performance caused by the sharp contraction in the new home
construction market.  At the same time a corporate family rating
of Ba2 and a speculative grade rating of SGL-2 were assigned.  The
ratings outlook is negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of $1.2 billion and a net loss of
$28 million.

As reported by the TCR on March 12, 2008, Standard & Poor's
Ratings Services affirmed its ratings for USG Corp., including its
'BB+' corporate credit and senior unsecured debt ratings.  All
ratings were removed from CreditWatch, where they were placed with
negative implications on Jan. 30, 2008.  The outlook is negative.


VERAZ NETWORKS: Gets Nasdaq Notice Regarding Delayed Financials
---------------------------------------------------------------
Veraz Networks, Inc. said that on May 21, 2008, it received a
written Staff Determination Notice from The NASDAQ Stock Market,
stating that Veraz is not in compliance with NASDAQ's Marketplace
Rule 4310(c)(14) because it did not timely file its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2008
with the Securities and Exchange Commission, and that its common
stock is therefore subject to delisting from NASDAQ. On May 16,
2008, Veraz filed a Form 12b-25 with the SEC relating to the late
filing of its Form 10-Q. Veraz continues to work to be in a
position to file the Form 10-Q as soon as practicable but is
unable to predict when that might be.

NASDAQ rules permit a company that has received a delisting
notification to request a hearing with the NASDAQ Listing
Qualifications Panel to appeal the staff's determination to delist
its stock. Veraz intends to request such a hearing. There can be
no assurance that the Panel will grant Veraz's request for
continued listing. Pending a decision by the Panel, Veraz's shares
will remain listed on NASDAQ.

In a regulatory filing dated May 16, 2008, with the Securities and
Exchange Commission, Veraz Assistant Secretary Eric C. Schlezinger
notes that the SEC had notified Veraz that it is conducting a
confidential informal inquiry.

"Our Board of Directors appointed a special committee to oversee
an independent investigation into the matters raised by the SEC
informal inquiry.  We are continuing to investigate the matters
raised by the SEC informal inquiry.  As a result, we would not be
able to file our Quarterly Report on Form 10-Q by the required
deadline without unreasonable effort or expense.  We are not
currently aware of any facts that would cause us to change our
results of operations for either the quarter ended March 31, 2008,
or any prior period. We currently anticipate filing our Quarterly
Report on Form 10-Q within the period permitted by the rule," Mr.
Schlezinger says.

The company previously disclosed that revenues for the first
quarter of 2008 were $27.9 million.  First quarter IP product
revenues of $20.7 million increased 18% over the first quarter of
2007.  For the quarter of 2008, the company posted a net loss of
$3.1 million, including $1.1 million in stock-based compensation
expense, as compared to the first quarter of last year with a net
loss $1.2 million, including $0.5 million in stock-based
compensation expense.

                       About Veraz Networks

Veraz (Nasdaq:VRAZ) is a global provider of voice infrastructure
solutions for wireline and wireless service providers. Service
providers use the Company's products to transport, convert and
manage data and voice traffic over both legacy time-division
multiplexing (TDM), networks and Internet protocol (IP), networks,
while enabling voice- over-IP (VoIP), and other multimedia
services. Veraz's products consist of its bandwidth optimization
products and its Next Generation Network (NGN), switching
products. The Company's bandwidth optimization products include
its DTX family of digital circuit multiplication equipment (DCME),
products and its I-Gate 4000 family of standalone media gateways.
Veraz's NGN solution includes its ControlSwitch product family
based on the IP multimedia subsystem (IMS), architecture, as well
as its I-Gate 4000 family of media gateways.


VALLEJO CITY: Files Chapter 9 Bankruptcy Petition in Sacramento
---------------------------------------------------------------
The city of Vallejo in California filed a petition for protection
under Chapter 9 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of California,
Sacramento Division, on May 23, 2008.  It was assigned case number
2008-26813.

The City Council unanimously authorized filing the petition at its
May 6, 2008 meeting.

In a news statement, the city said the Chief Judge of the United
States Court of Appeals for the Ninth Circuit will designate a
judge to preside over its case in the next few days.  The city
intends to continue normal business operations throughout the
bankruptcy process.

As reported by the Troubled Company Reporter on May 8, the city's
top officials unanimously voted for the city to file for Chapter 9
bankruptcy protection.

The TCR related on May 14 that unions representing police and
firefighters have offered to reduce members' salaries by up to
$10,000,000 to keep the city from going under.

Vallejo is facing a $13.2 million 2007-2008 general fund operating
deficit and a negative funding balance of $9 million on June 30.

Salaries and benefits of police officers and fire fighters make up
nearly 75% of the city's general fund, ABC7's Carolyn Tyler
reported.

Police officers and fire fighters groups have agreed to a 6.5%
salary cut until March 2009 and give up a current 1.7% raise and
11% in scheduled raises.  Other city employees would contribute a
3% salary cut but get comp time in exchange.  The public safety
officers would also give up 10% in scheduled increases over the
next two years.

City Councilwoman Joanne Shivley, however, said the city needs a
long term solution.  "[T]here is more that needs to be cut than
simply salaries. There are benefits that are overly generous," Ms.
Shivley said.

In March, the city council approved a tentative agreement that
temporarily kept the city afloat.  The council reached an interim
pact with the Vallejo Police Officers Association and the
International Federation of Firefighters in relation to a contract
that expires June 30.  Under the agreement, Vallejo police and
firefighters will give up 6.5% of an 8.5% raise they received in
2007.

The city council also approved resolutions to prevent the city
from filing for bankruptcy by the end of March.  Despite of this,
officials weren't able to reach an agreement after they were set
to present a long-term financial plan by April 22, 2008.

At a special meeting on February 13, Rob Stout, Vallejo City's
finance director, indicated to the city council that the city's
financial situation has worsened and the city is facing a
$10,149,939 budget deficit.  Mr. Stout pointed to the slowing
economy, and noted the decrease in sales tax and excise tax, the
decrease in transfer tax as a result of the housing market
decline, and the decrease in development fees.  Mr. Stout noted a
$4.25 million increase in program cost for a fire abritration case
related to minimum staffing.  Mr. Stout also pointed to
expenditure increases including increased activity inthe Police
department, Fire department academy expenses, and retiree buy out.

At the February 13 meeting, the city counsel studied a draft
fiscal emergency plan, which includes these expenditure
reductions:

   -- deep rollbacks in City salaries to 5% lower than June 30,
      2007, effective with the pay period beginning March 29,
      2008;

   -- elimination of 30 general fund budgeted positions; and

   -- service changes in the Police, Fire and Public Works
      Departments, including staff reductions.

In documents filed with the Court, Vallejo disclosed between $500
million and $1 billion in estimated assets, and between $100
million to $500 million in estimated debts.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.

Vallejo's largest creditors are the California Public Employees
Retirement System, which is owed $135 millin in retiree health
benefits and $83 million in unfunded pension plan benefits.  The
city also owed more than $40 million to the Union Bank of
California, N.A., and $27 million to Wells Fargo Bank, as trustee,
related to certain bonds.

Chapter 9 of the Bankruptcy Code provides for reorganization of
municipalities, which includes cities and towns, as well as
villages, counties, taxing districts, municipal utilities, and
school districts.  The purpose of chapter 9 is to provide a
financially distressed municipality protection from its creditors
while it develops and negotiates a plan for adjusting its debts.  
Reorganization of the debts of a municipality is typically
accomplished either by extending debt maturities, reducing the
amount of principal or interest, or refinancing the debt by
obtaining a new loan, according to information at
http://www.uscourts.gov/

Although similar to other chapters in some respects, chapter 9 is
significantly different in that there is no provision in the law
for liquidation of the assets of the municipality and distribution
of the proceeds to creditors.  A liquidation or dissolution would
violate the Tenth Amendment to the U.S. Constitution and the
reservation to the states of sovereignty over their internal
affairs.

Due to the severe limitations placed upon the power of the
bankruptcy court in chapter 9 cases -- which is required by the
Tenth Amendment and the Supreme Court's decisions in cases
upholding municipal bankruptcy legislation -- the bankruptcy court
generally is not as active in managing a municipal bankruptcy case
as it is in corporate reorganizations under chapter 11.  The
functions of the bankruptcy court in chapter 9 cases are generally
limited to:

   -- approving the petition, if the debtor is eligible,

   -- confirming a plan of debt adjustment, and

   -- ensuring implementation of the plan.

As a practical matter, however, the municipality may consent to
have the court exercise jurisdiction in many of the traditional
areas of court oversight in bankruptcy, to obtain the protection
of court orders and eliminate the need for multiple forums to
decide issues.

Bloomberg News has related that bankruptcy was to be the city's
"last, best option" after
negotiations with unions proved unsuccessful.

"Nobody wants bankruptcy, but there doesn't appear to be a whole
lot of options left. . . [W]e are going to be out of money by June
30.  It's all a numbers game now," Bloomberg has quoted Joanne
Schivley, one of the council members, as saying.

                   About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite/-- is a city in   
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.


VALLEJO CITY: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Chapter 9 Debtor: City of Vallejo, California
                  City Hall
                  555 Santa Clara St
                  Vallejo, CA 94590

Bankruptcy Case No.: 08-26813

Type of Business: The Debtor is a city in Solano County,
                  California in the US.  As of the 2000 census,
                  it had a total population of 116,760.  It was
                  named for General Mariano Guadalupe Vallejo.  
                  See http://www.ci.vallejo.ca.us/

Chapter 9 Petition Date: May 23, 2008

Court: Eastern District of California (Sacramento)

Debtor's Counsel: Marc A. Levinson, Esq.
                  400 Capitol Mall, Ste. 3000
                  Sacramento, CA 95814-4407
                  Tel: (916) 447-9200

Estimated Assets:  $500 million to $1 billion

Estimated Debts: $100 million to $500 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
California Public Employees    retiree health        $135,396,000
Attn: Peter Mixon, Esq.        benefits
Retirement System
P.O. Box 942707
Sacramento, CA 94229-2707
Tel: (916) 795-3797

                               unfunded pension      $83,904,816
                               plan benefits (
                               safety and
                               miscellaneous)

Wells Fargo Bank, Trustee      bond trustee re:      $27,300,000
Attn: Cecil D. Bobey
333 Market Street, 18th Floor
MAC: A0119-181
San Francisco, CA 94105
Tel: (415) 371-3357

Union Bank of California, N.A. bond trustee and      $26,209,756
Attn: BetteJean McCole, Vice   bond insurer re:
President                      2001, 2002, 2003
E-mail:                        COPS
BetteJean.McCole@uboc.com
Special Assets Division
445 South Figueroa St. G04-421
Los Angeles, CA 90071

                               bond insurer re:      $23,185,000
                               2000 COPS

Vallejo Citizens Transit Corp. trade debt            $7,856,557
Attn: Jon Monson
1850 Broadway
Vallejo, CA 94589
Tel: (707) 863-8980

MBIA                           bond insurer re:      $4,115,000
Attn: Jerry Murray             1999 COPS
113 King Street
Armonk, NY 10504
Tel: (914) 765-3171

Watry Design                   trade debt (paid      $2,944,963
Attn: John Purinton            from restricted
1700 Seaport Blvd., Ste. 210   revenues)
Redwood City, CA 94063

BCM Construction               trade debt (paid      $1,535,691
Attn: Kurtis Carman            from restricted
2990 Hwy. 32, Ste. 100         revenues)
Chico, CA 95973
Tel: (530) 342-1722

Valley Power Systems           trade debt (paid      $1,499,306
Attn: Robert Humphreys         from restricted
1755 Adams Ave.                revenues)
San Leandro, CA 94577
Tel: (510) 635-8991

North Bay Construction, Inc.   trade debt (paid      $1,230,610
Attn: Steve Geney              from restricted
431 Payran St., P.O. Box 6004  revenues)
Petaluma, CA 94955
Tel: (707) 763-2891

Blue & Gold Fleet, L.P.        trade debt (paid      $942,000
(Baylink)                      from restricted
Attn: Taylor Safford           revenues)
100 North Point, Ste. 145
San Francisco, CA 94133
Tel: (415) 705-8200

MPA Leasing Corp.              capital lease re:     $925,862
Attn: Mark Pressman            2001 site & facility
351 California St., Ste. 1000  lease
San Francisco, CA 94104
Tel: (415) 421-8900, 212
     (ext.)

J.A. Gonsalves & Son           trade debt (paid      $923,320
Construction                   from restricted
Attn: J.A. Gonsalves           revenues)
1100 Soscol Ferry Rd., Ste. 2
Napa, CA 94588
Tel: (707) 258-6261

DMJM Harris                    trade debt (paid      $753,390
Attn: Daniel S. Hartman        from restricted
2025 Gateway Place, Ste. 190   revenues)
San Jose, CA 95110
Tel: (408) 490-2001

Harris & Associates            trade debt (paid      $717,544
Attn: Robert Guletz            from restricted
120 Mason Circle               revenues)
Concord, CA 94520
Tel: (925) 827-4900

Winzler & Kelly Consulting     trade debt (paid      $702,604
Attn: Matt Weber               from restricted
417 Montgomery St., Ste. 700   revenues)
San Francisco, CA 94104
Tel: (415) 283-4970

Soares Pipeline, Inc.          trade debt (paid      $627,411
Attn: Manuel Soares            from restricted
18550 Melrose Ave.             revenues)
Hayward, CA 94541
Tel: (510) 278-7850

Redwood Coast Petroleum        trade debt (paid      $560,000
Attn: Robert Barbieri          from restricted
455 Yolanda Ave.               revenues)
Santa Rosa, CA 95404
Tel: (707) 546-0766

Valley Slurry, Inc.            trade debt (paid      $500,000
Attn: Mike Wallen              from restricted
P.O. Box 1620                  revenues)
West Sacramento, CA 95691
Tel: (916) 373-1500


VERTIS INC: Unveils Merger and Restructuring Plans with ACG
-----------------------------------------------------------
Vertis Inc., dba Vertis Communications, and American Color
Graphics Inc. disclosed merger and comprehensive restructuring
plans that will strengthen their finances, expand their North
American footprint, and improve the already unparalleled products
and services offered to their customers.

The focal point of the comprehensive restructuring plans is the
agreement between Vertis and American Color, two printing and
premedia companies in North America, to merge American Color's
operations into Vertis' nationwide marketing and printing services
platform.  The merger will allow both companies to enrich their
core manufacturing capabilities relevant to the production of
advertising inserts and newspaper products.  It will also enable
them to make an unprecedented scope of premedia and workflow
solutions available to their customers.

Additionally, the companies have entered into agreements with
holders of more than two-thirds of the outstanding principal
amount of each of the 9.75% Senior Secured Second Lien Notes due
2009, the 10.875% Senior Notes due 2009, and the 13.5% Senior
Subordinated Notes due 2009 of Vertis, and the holders of a
majority of the outstanding principal amount of the 10% Secured
Second Lien Notes due 2010 of American Color, to exchange their
bonds for an aggregate of $550 million in new notes and
substantially all of the new equity in the combined company.  The
companies expect additional holders of the ACG Notes and Vertis
Notes to enter into agreements this week.

Vertis has also entered into agreements with its principal
stockholders and the holders of a substantial majority of the
Vertis Holdings Mezzanine Notes to support the transaction.  The
agreement on the terms of the consensual financial restructurings
would reduce the combined company's debt obligations by
approximately $725 million (excluding Vertis Holdings Mezzanine
Notes) before transaction fees and expenses.  In addition, the
more than $240 million in Vertis Holdings Mezzanine Notes will no
longer be an obligation of the company after the transaction
closes.

The companies and the consenting noteholders have entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.  
Importantly, the restructuring agreements and terms of the
prepackaged plans call for all trade creditors, suppliers,
customers and employees to receive all amounts owed to them in the
ordinary course of business.

The companies expect to launch a formal solicitation of consent
for their prepackaged Chapter 11 plans of reorganization from
holders of both Vertis Notes and ACG Notes within approximately 20
days.  Consents will be due approximately 30 days after the
companies launch the solicitation.

Upon receiving the consents, the companies would commence
prepackaged Chapter 11 proceedings in order to implement their
plans and consummate the merger.  The proceedings are expected to
conclude in late summer.

"Vertis' mission has always been to find the best way to provide
for and serve our clients and this comprehensive restructuring
plan ensures our customers will continue to benefit from industry-
leading products and services," Mike DuBose, chairman and CEO of
Vertis, said.  "The plan, which includes the merger, the note
exchanges and new financing will strengthen the company's finances
and enable Vertis to better compete in today's challenging
environment."

"With the combined capabilities of both companies, we will extend
our ability to respond to the needs of our customers and will be
even better positioned to compete in a complex market," Steve
Dyott, Chairman and CEO of American Color, commented.  "Throughout
the process, our customers will continue to enjoy the high level
of customer focus to which they have become accustomed.  At
completion, they will benefit from the additional strengths and
reach of a coast-to-coast service provider. We are excited about
the opportunities ahead for our customers, employees and other
stakeholders."

Under the terms of the merger agreement, Mike DuBose will become
chairman and CEO of the combined company.  Steve Dyott will remain
to facilitate the integration of the two companies.  Once the
merger closes, which is expected to occur in late summer, American
Color will become a wholly owned subsidiary of Vertis.

The merger will integrate American Color's eight offset and
flexographic print facilities, one Total Market Coverage facility,
six premedia facilities, and numerous managed service sites into
Vertis.  In addition, American Color's premedia capabilities
include sophisticated design, color and brand management services
for the packaging market, plus a vast array of business and
workflow solutions technologies.  The combination of these
operations and capabilities with Vertis' 17 advertising insert
production facilities, world-class premedia, direct marketing,
media placement, technology and creative services will offer
clients benefits including enhanced solutions and production
capacity.  "The combined company will realize significant
synergies as the operations are restructured to increase
operational efficiencies and improve service offerings across the
platform and product lines," Mr. DuBose said.

"The merger provides the combined company with a deeper talent
pool, improved financial strength, and a wider reach to ensure all
of our customers receive the best products and services in the
industry," Mr. DuBose added. "It's a natural fit and one we know
our business partners and customers will appreciate."

Mr. DuBose and Mr. Dyott both said it will be business as usual at
Vertis and American Color while the companies implement the plans.  
The companies will continue to provide a full range of products
and solutions to their customers with an ongoing focus on quality
and service.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://ResearchArchives.com/t/s?2c86

                       About American Color

American Color Graphics, Inc. -- http://www.americancolor.com/--    
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc., doing business as Vertis
Communications -- http://www.vertisinc.com/-- is a provider of       
print advertising and direct marketing solutions to America's
leading retail and consumer services companies.   

                          *     *     *

As reported in the Troubled Company Reporter on May 5, 2008,
Moody's Investors Service 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.  The rating outlook is stable.

                      Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.


VISTEON CORP: Launches Tender Offer of $344 Mil. of 8.25% Notes
---------------------------------------------------------------
Visteon Corporation commenced a tender offer for up to
$344 million of its 8.25% notes due August 2010.  Each Eligible
Holder who tenders Old Notes in the tender offer is required, as a
condition to such Eligible Holder's participation in the tender
offer, to purchase a principal amount of Visteon's new 12.25%
senior notes due 2016 equal to 60% of the aggregate principal
amount of Notes purchased from such Eligible Holder pursuant to
the tender offer at a purchase price equal to 91.621% of the
principal amount thereof.

The tender offer and offering of New Notes are being made only to
holders of the Old Notes that are qualified institutional buyers
and institutional accredited investors inside the United States,
and to certain non-U.S. investors located outside the United
States.

The total consideration for each $1,000 principal amount of Old
Notes validly tendered and not withdrawn pursuant to the tender
offer is $978.30.  Eligible Holders must validly tender and not
withdraw Old Notes and commit to purchase the applicable amount of
New Notes on or prior to 5 p.m., New York City time, on June 2 in
order to be eligible to receive the Total Consideration for such
Notes purchased in the tender offer.  The Total Consideration
includes an early tender payment of $40 per $1,000 principal
amount of Notes payable in respect of Old Notes validly tendered
and not withdrawn on or prior to the Early Tender Deadline. The
tender offer will expire at 11:59 p.m., New York City time, on
June 16, 2008, unless extended or earlier terminated by Visteon.

Holders who validly tender their Old Notes and commit to purchase
the applicable amount of New Notes after the Early Tender Date and
on or prior to the Expiration Date will be eligible to receive an
amount, paid in cash, equal to the Total Consideration less the
$40 Early Tender Payment per $1,000 principal amount of Old Notes
tendered.  Tenders of Old Notes may be withdrawn at any time
before the Early Tender Deadline, but not thereafter, unless
Visteon reduces either the principal amount of the Old Notes
subject to the tender offer or the Total Consideration or
withdrawals are otherwise required by law to be permitted.

Prior to launching the tender offer, Visteon had discussions with
Eligible Holders of approximately $201 million in aggregate
principal amount of the Old Notes regarding the proposed terms and
conditions of the tender offer and the offering of New Notes.  
Based on such discussions, Visteon believes that such holders
intend to tender all of their Old Notes pursuant to the terms of
the tender offer and purchase the required amount of New Notes.

Eligible Holders whose Old Notes are accepted for payment in the
tender offer shall receive accrued and unpaid interest in respect
of such purchased notes from the last interest payment date to,
but not including, the settlement date for the tender offer and
the offering of New Notes, which is expected to be June 18, 2008,
unless the tender offer is extended by Visteon, assuming all
conditions to the tender offer have been satisfied or waived.

In the event of an over-subscription of the tender offer, Old
Notes tendered on or prior to the Expiration Date will be subject
to proration.

Visteon's obligation to accept for payment and to pay for Old
Notes validly tendered and not withdrawn pursuant to the tender
offer is conditioned upon:

   (a) the tender of no less than $300 million in aggregate
       principal amount of Old Notes,

   (b) the consummation of the concurrent offering of New Notes to
       the Eligible Holders and the satisfaction by each Eligible
       Holder tendering Old Notes of such Eligible Holder's
       obligation to purchase its applicable amount of New Notes
       in the concurrent note offering, and

   (c) satisfaction of certain general conditions.

The New Notes will be senior unsecured obligations of Visteon
Corporation and will be guaranteed by certain of its U.S.
subsidiaries.  The New Notes will mature on Dec. 31, 2016, and
will bear interest at a rate per annum equal to 12.25%.  The New
Notes will include a put option pursuant to which a holder can
require Visteon to repurchase all or a portion of such holder's
New Notes on Dec. 31, 2013 at 100% of the principal amount thereof
plus accrued and unpaid interest to such date.

All or a portion of the New Notes can be redeemed by Visteon:

   (a) prior to Dec. 31, 2013, at par plus a make-whole premium
       and

   (b) on or after Dec. 31, 2013, at specified redemption prices,
       plus in each case accrued and unpaid interest, including,
       if applicable, liquidated damages on the principal amount
       of New Notes being redeemed.

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.

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.

                           *     *     *

As reported in the Troubled Company Reporter on May 22, 2008,
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '5' recovery rating to Visteon Corp.'s proposed
issuance of as much as $210 million in senior unsecured notes due
2016.  The 'B-' issue-level rating is one notch below the
corporate credit rating on the company, and the '5' recovery
rating indicates the expectation for modest (10%-30%) recovery in
the event of a payment default.

To date, Visteon Corp. holds Moody's Investors Service's Caa2
senior unsecured debt rating, and Fitch Ratings Services' CC
senior unsecured debt rating and CCC long-term issuer default
rating.


VISTEON CORP: Moody's Affirms Debt & Corp. Family Ratings at B3
---------------------------------------------------------------
Moody's Investors Service affirmed Visteon Corporation's debt
ratings, including its Corporate Family Rating of B3, Probability
of Default of B3, senior secured term loan rating of Ba3, senior
unsecured notes of Caa2, and Speculative Grade Liquidity rating of
SGL-3. In a related action, Moody's assigned a prospective rating
to Visteon's proposed senior unsecured notes, (P)Caa1 (LGD4, 66%).
The outlook remains negative.

The new senior unsecured note will be combined with approximately
$150 million of cash and used to tender for approximately $344
million of Visteon's existing senior unsecured notes due 2010. The
transaction will result in a slight deleveraging of the company's
balance sheet and will lessen debt maturity requirements in 2010.
The new senior unsecured notes are expected to have a maturity of
2016. Subsequent to the proposed transaction Visteon will continue
to maintain significant liquidity which should support the
company's ongoing restructuring actions. The tender for the senior
unsecured notes is not expected to change any of the terms and
conditions of the company's existing debt. The new senior
unsecured debt will have the benefit of guarantees from domestic
subsidiaries, and will have certain covenant baskets aligned with
the company's existing senior secured facilities. The subsidiary
guarantees of the proposed notes support their Caa1 rating and the
one-notch differential relative to the unguaranteed notes which
remain rated Caa2. While the new senior unsecured note will have a
higher coupon, the impact of the transaction will nominally
decrease the company's cash interest expense. The transaction is
viewed as supportive of the rating in that it will effectively
address a portion of the company's 2010 debt maturities.

The B3 Corporate Family Rating continues to recognize Visteon's
weak credit metrics and the risk in executing a restructuring
program which is essential to the company's long term viability.
In part, the company's financial and operating challenges result
from meaningful reductions in market share and build-rates by its
largest customer, Ford, as well as challenging industry conditions
affecting most auto makers and suppliers in North America. Visteon
continues to improve its customer mix (sales to Ford's North
American operations in the first quarter of 2008 represented about
12% of revenues) and book of new business awards. Nevertheless,
pricing pressures in the industry remain significant, and
continued cost reductions are necessary to ensure adequate returns
are achieved.

Even with this challenging operating environment, the company's
rating is supported by its liquidity profile. Visteon's SGL-3
Speculative Grade Liquidity Rating represents adequate liquidity
over the next 12 months. Cash at March 31, 2008 was $1.6 billion
with about 85% of this cash located in North America. Negative
free cash flow is expected in 2008 while Visteon executes it
restructuring program, but Moody's expects the company's cash
balances to be sufficient to cover the expected free cash flow
burn over the next twelve months. Visteon had approximately, $177
million available under its $350 million ABL revolver, after LC
usage. In addition the company maintained $162 million of
availability under its European Securitization. A fixed charge
coverage covenant becomes effective when availability under the
revolving credit facility falls below $75 million, which is not
expected. The rating also reflects a limited scope to develop
incremental alternative liquidity arrangements given the extent of
assets pledged.

The negative outlook incorporates Moody's current view of the
challenges facing Visteon in its North American markets, including
expected lower vehicle production rates, continued market share
erosion of its largest OEM customer, and the need to fully execute
a major restructuring program. Ford's recent announcement of
production declines for 2008 in North America further exemplifies
these pressures. However, partially mitigating the impact of
Ford's production decline is Visteon's improving customer mix away
from Ford North America and ongoing restructuring efforts. For the
LTM period ending March 31, 2008, Visteon's debt/EBITDA (including
Moody's standard adjustments) approximated 5.6x. EBIT/interest
coverage was approximately 0.6x, while EBITDA/Interest was
approximately 2.3x. Visteon's performance is expected to remain at
these levels over the near term, until the full effect of the
restructuring initiatives take effect. Positive free cash flow is
not expected until 2009.

Ratings Assigned:

   * $210 million proposed new senior unsecured notes --
     privately place without registration rights, (P)Caa1
     (LGD4, 66%);

   * A prospective rating has been assigned pending confirmation
     of the final terms of the exchange transaction. If the
     transaction is completed in accordance with the currently
     proposed terms, the rating will be affirmed and the
     prospective designation removed.


Ratings affirmed:

Visteon Corporation

   * Corporate Family Rating, B3

   * Probability of default, B3

   * Secured bank term loan, Ba3 (LGD2, 19%);

   * Existing Unsecured notes, Caa2 (LGD6, 94%);

   * Shelf filings for unsecured, subordinated, and preferred,
     (P)Caa2 (LGD6, 94%), (P)Caa2 (LGD6, 97%), and (P)Caa2
     (LGD6, 97%),respectively;

   * Speculative Grade Liquidity rating, SGL-3

Visteon Capital Trust I

   * Shelf filing trust preferred, (P)Caa2 (LGD6, 97%)

The last rating action was on March 26, 2007 at which time the
outlook was changed to negative.

Visteon's $350 million revolving credit facility is not rated by
Moody's.

Visteon Corporation, headquartered in Van Buren Township, MI, is a
global tier 1 automotive supplier focused on climate control
systems, electronic/lighting products and interiors. Annual
product revenues were $11.3 billion in 2007. The company has
operations in 26 countries.


WCH INC: Delivers Schedules of Assets and Liabilities
-----------------------------------------------------
WCH Inc. submitted to the U.S. Bankruptcy Court for the Northern
District of California its schedules of assets and liabilities,
disclosing:

   Name of Schedule                    Assets     Liabilities
   ----------------                  ----------   -----------
   A. Real Property                 $10,010,000
   B. Personal Property                $628,894
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims
   E. Creditors Holding                            $8,050,000
      Unsecured Priority
      Claims
   F. Creditors Holding                            $4,636,985
      Unsecured Nonpriority
      Claims
                                     ----------   -----------
      TOTAL                         $10,638,894   $12,686,985

San Jose, California-based WCH Inc. sought protection under
chapter 11 on April 9, 2008 (Bankr. N.D. Calif. Case No. 08-
51768).  Jonathan Do, Esq., at Doan, Nguyen and Do represents the
Debtor in its restructuring efforts.


WCH INC: Selects Doan Nguyen as Bankruptcy Counsel
--------------------------------------------------
WCH Inc. asked the U.S. Bankruptcy Court for the Northern District
of California for permission to engage Jonathan Do, Esq., and
Orrin Grover, Esq., at Doan, Nguyen and Do as its counsels.

The Debtor told the Court that it made careful and diligent
inquiry into the qualifications and competence of the two lawyers.  
Both lawyers and their firm have no connection with any creditor
or party-in-interest in the case and hence, represent no interest
adverse to the estate or to the Debtor.

Both lawyers charge $250 per hour for their services.  The Debtor
paid the Mr. Do a $2,500 retainer and Mr. Grover a $15,000
retainer.

San Jose, California-based WCH Inc. sought protection under
chapter 11 on April 9, 2008 (Bankr. N.D. Calif. Case No. 08-
51768).  The Debtor's schedules showed total assets of $10,638,894
and total liabilities of $12,686,985.


WCH INC: Section 341(a) Meeting Continued June 11
-------------------------------------------------
The United States Trustee for Region 17 scheduled the continuation
of a meeting of creditors in the bankruptcy case of WCH Inc. at
1:00 p.m., on June 11, 2008, at the San Jose Room 130, U.S.
Federal Building, 280 South First Street in San Jose, California.

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

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

San Jose, California-based WCH Inc. sought protection under
chapter 11 on April 9, 2008 (Bankr. N.D. Calif. Case No. 08-
51768).  Jonathan Do, Esq., and Orrin Grover, Esq., at Doan,
Nguyen and Do represents the Debtor in its restructuring efforts.  
The Debtor's schedules showed total assets of $10,638,894 and
total liabilities of $12,686,985.


WCH INC: Must Stop Using Cash Collateral, IRS Says
--------------------------------------------------
The Internal Revenue Service of the United States of America asked  
the U.S. Bankruptcy Court for the Northern District of California
to prohibit WCH Inc. from using cash collateral based on a
declaration of Colbert Tang.

The IRS related that a day after the Debtor filed for bankrutpcy,
the Court filed an order appointing a patient care ombudsman as
disclosed in the Tang Declaration.

The IRS claimed that WCH owes unpaid federal tax liabilities
totaling $7,322,908, as also disclosed in the Tang Declaration.  
Of that tax obligation, $2,819,539 is secured and comprises unpaid
employment tax liabilities for the second, third and fourth
quarters of both 2001 and 2002 and the first quarter of 2003.  The
IRS' priority claims consists of unpaind employment and
unemployment taxes for 2003 through 2008 in the amount of
$3,457,463.  The IRS has a general unsecured claim of $1,045,904.  
These tax claims are recorded in Santa Clarita County, California.

On April 14, 2008, Mr. Tang, as insolvency advisor of IRS, sent a
letter to the Debtor's counsel, Jonathan Do, Esq., requesting that
the Debtor cease using cash collateral without the Court's
approval.

On behalf of the IRS, Mr. Tang asserted that once a debtor files
for chapter 11 relief, the debtor is prohibited from using cash
collateral to pay creditors unless each entity with an interest in
the cash collateral consents to its use, or the Court authorizes
its use.

According to Mr. Tang, the Debtor not only used cash collateral
without the Court's approval as required by Section 363 of the
Bankruptcy Code, but it also failed to provide adequate protection
to the IRS for the diminishing value of the amount of security to
which its lien attaches.

                          About WCH Inc.

San Jose, California-based WCH Inc. sought protection under
chapter 11 on April 9, 2008 (Bankr. N.D. Calif. Case No. 08-
51768).  Jonathan Do, Esq., and Orrin Grover, Esq., at Doan,
Nguyen and Do represents the Debtor in its restructuring efforts.  
The Debtor's schedules showed total assets of $10,638,894 and
total liabilities of $12,686,985.


WELLCARE HEALTH: Realigns Workforce by Eliminating 208 Positions
----------------------------------------------------------------
WellCare Health Plans Inc. eliminated 208 positions, or
approximately 5% of its workforce to realign its workforce to
respond to changing business conditions.

The realignment resulted from the rising medical benefits expenses
and costs associated with a continuing fraud investigation by
federal and state regulators, The Wall Street Journal relates.

In a press statement, Wellcare stated that most of the reductions
were in its Florida and New York Medicaid sales operations, but
some corporate and regional support functions were also affected.  

WellCare remains committed to the Florida and New York Medicaid
programs, and incremental investments are being made in these
states to expand the provider networks for its Medicaid and
Medicare products.  In addition, the company has more than 200
open positions for which it continues to recruit.

"Making personnel changes such as we've done is difficult," said
Heath Schiesser, president and chief executive officer of WellCare
Health Plans Inc.  "However, it is our obligation to deploy our
resources as efficiently and effectively as possible.  Our
approximately 3800 associates consider it an honor and privilege
to serve our more than 2.4 million members nationwide.

                   About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services    
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  For the first nine months of 2007, the
company reported approximately $4.0 billion in total revenue.  As
of Sept. 30, 2007, shareholder's equity was $771 million and total
medical membership was approximately 1.4 million members.

                          *     *     *

As reported in the Troubled Company Reporter on May 6, 2008,
Standard & Poor's Ratings Services said that its 'B+' counterparty
credit rating on WellCare Health Plans Inc. remains on
CreditWatch, where it was placed on Oct. 25, 2007, with negative
implications.


WELLMAN INC: Hearing on Panel's Stay Request Deferred to June 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
moved the hearing to consider the requests of the Official
Committee of Unsecured Creditors appointed in the bankruptcy cases
of Wellman Inc. and its debtor-affiliates to June 17, 2008.

As reported in the Troubled Company Reporter on May 1, 2008, the
Creditors Committee asked the Court to issue a ruling recognizing
that the automatic stay was vacated by consent of the Debtors on
the Petition Date.  The panel also asked for the Court's approval
to investigate the Debtors regarding a refinancing transaction in
2004, which had resulted in the Debtors accumulating secured
debt.

The Court also extended to June 29, 2008, the deadline for
challenging the stipulations or other provisions in the final
order approving the Debtors' bankruptcy loan.  As condition for
extending the deadline, the Creditors Committee must file a
challenge to the perfection of the liens held by Bank of New York
on or before June 8, 2008.

At the behest of the Creditors Committee, the Debtors, Deutsche
Bank Trust Company Americas, Bank of New York and Wilmington
Trust Company, the Court gave them about three weeks to  
consensually resolve those issues raised by the panel.

Parties must file their objections to the Creditors Committee's
request to vacate the stay a week before the hearing, as well as
their opposition to the proposed investigation four days prior to
the hearing.  

Deutsche Bank serves as the administrative and collateral agent
for the Prepetition Revolving Credit Agreement and the DIP Credit
Agreement.  Meanwhile, Bank of New York and Wilmington succeeded  
Deutsche Bank as agents for the First and Second Lien Senior
Credit Agreements dated February 10, 2004.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.


WELLMAN INC: Lenders Defer Deadline for Bid Protocol Approval
-------------------------------------------------------------
Wellman, Inc., and its debtor-affiliates disclosed that their DIP
lenders have granted the Debtors an additional two-week extension
-- until June 19, 2008 -- to obtain approval of their bidding
procedures by the U.S. Bankruptcy Court for the Southern District
of New York.

As reported in the Troubled Company Reporter on May 20, 2008,
the lenders granted an additional one-week extension, until
June 5, 2008, by which the debtors may have their bidding
procedures approved by the Court.

All other terms of the DIP financing remain the same.  The
company, in consultation with its stakeholders, is continuing to
evaluate offers and restructuring alternatives, including a plan
of reorganization, in an effort to maximize the value of the
debtors' business on a going concern basis.  The Debtors are
involved in a dynamic process and believe the majority of their
stakeholders think a plan of reorganization is preferable to a
sales process.  The extension will provide Wellman with additional
time to continue discussions with their stakeholders and
interested parties to develop the terms of a plan of
reorganization.

"We are encouraged by the progress we have made on our plan of
reorganization," Mark Ruday, Wellman's Chief Executive Officer
stated.  "We appreciate the support our DIP lenders have provided
by extending our deadlines for filing bidding procedures to enable
us to work towards this plan of reorganization.  A plan of
reorganization is the most attractive alternative for Wellman's
stakeholders including its customers, suppliers and employees.  We
will continue to work with our stakeholders to be in a position to
file a plan of reorganization in the shortest possible time
period."

As reported in the Troubled Company Reporter on April 11, 2008,
the Court approved the $225,000,000 of DIP Financing from a group
of lenders led by Deutsche Bank Securities Inc., as lead arranger
and bookrunner; Deutsche Bank Trust Company Americas, as
administrative agent; JPMorgan Chase Bank, N.A., as syndication
agent; and General Electric Capital Corp., LaSalle Business
Credit, LLC, and Wachovia Finance Corp., as co-documentation
agents.

The Credit Agreement dated Feb. 26, 2008, required the
Debtors to:

   (i) obtain within 90 days after the Petition Date an order
       from the Bankruptcy Court (a) approving bidding
       procedures, (b) scheduling bidding deadline, auction date
       and sale hearing date, and (c) establishing procedures
       under Sections 364 and 365 of the Bankruptcy Code for the
       Wellman Sale and the assignment and assumption of certain
       contracts related thereto;

  (ii) obtain an order approving the Wellman Sale by July 31,
       2008; and

(iii) close the sale within 15 days of the later of (i) the
       entry of the Sale Order, and, if a stay of the order is
       pending, the date the order becomes final and
       non-appealable, if during the time of the stay, a bond has
       been issued.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.


WICKES FURNITURE: Wants to File Chapter 11 Plan Until September 1
-----------------------------------------------------------------
Wickes Holdings LLC and Wickes Furniture Company Inc. ask the
United States Bankruptcy Court for the District of Delaware to
extend the exclusive periods to:

   a) file a Chapter 11 plan until Sept. 1, 2008; and

   b) solicit acceptances of that plan until Oct. 31, 2008.

The extension will provide sufficient time to the Debtors to
liquidate all their inventory and leases.  The Debtors say
the will file a proposed Chapter 11 liquidating plan or some
alternative form of resolution of these cases once all assets are
disposed.

In April 2008, Hilco Joint Venture -- Hilco Merchant Resources
LLC, SB Capital Group LLC, Tiger Capital Group LLC and Planned
Furniture Promotions, Inc. -- concluded the "going-out-of-
business" sale at 37 of the stores owned by the Debtors.  The
GOB sale at the Debtors' six remaining open stores in Oregon is
expected to complete by June 30, 2008, the Debtors says.

As reported in the Troubled Company Report on Feb. 29, 2008, the
store closing commenced on March 1, 2008, at all stores of the
Debtors located in California, Illinois, Indiana and Nevada,
wherein at least $75 million of furniture and accessories will be
liquidated.

A hearing is set for June 26, 2008, at 1:30 p.m., to consider
approval of the Debtors' extension request.  Objections, if any,
are due June 19, 2008, at 4:00 p.m.

                          Briefly Noted

On March 28, 2008, the Court authorized the Debtors to access, on
a final basis, up to $30,000,000 in debtor-in-possession financing
from a syndicate of lenders led by Wells Fargo Retail Finance LLC,
as administrative agent.  The proceeds of the loan will be used
for working capital and general corporate purposes.

As reported in the Troubled Company Reporter on Feb. 12, 2008, the
committed $30,000,000 secured credit facility will mature and
become due on June 3, 2008, unless the Debtors deliver a Chapter
11 plan to Wells Fargo within that time.

As of the Debtors' bankruptcy filing, they owed $23,164,019 to
Wells Fargo under a revolving loan -- including roughly $4,000,000
in letters of credit.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture   
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Margaret M. Manning, Esq., at Whiteford Taylor &
Preston in Wilmington, Delaware, represents the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million
to $100 million.


WORNICK COMPANY: DDJ Management Unit Acquires All Assets
--------------------------------------------------------
Erik Larson of Bloomberg News reports that Viren Acquisition
Corp., designated as "stalking-horse" bidder, produced the best
and highest offer for the sale of substantially all assets of
Wornick Co. and its debtor-affiliates.

Viren Acquisition, an entity created by secured lender DDJ
Capital Management LLC, is the only qualified bidder, Mr. Larson
said.  Another competitor, Sopakaco Inc., was excluded from the
bidding because it was denied access to information by the Debtors
that was necessary for Sopakco to obtain financing, he notes.

A final hearing to approve the sale is set for June 25, 2008.

As reported in the Troubled Company Reporter on Feb. 21, 2008,
the Debtors asked the U.S. Bankruptcy Court for the Southern
District of Oregon to sell substantially all of their assets to
Viren Acquisition, subject to higher and better offers.

On Feb. 12, 2008, the Debtors and the DDJ Entities entered into a
Restructuring Support Agreement under which the Debtors' financial
restructuring will be implemented through the sale of all the
equity of the reorganized Wornick pursuant to a chapter 11 plan of
reorganization.  In connection with the RSA, the Debtors have
arranged up to $35 million in post-petition secured financing.

The Debtors signed the Purchase Agreement with Viren Acquisition,
an entity controlled by DDJ Capital Management and DDJ Total
Return Loan Fund, L.P., and an ad-hoc group of noteholders who
collectively hold more than 50% of the principal amount of
$125,000,000 in 10-7/8% Senior Secured Notes due 2011 issued by
Wornick.  Papers filed in court did not disclose the actual
purchase price offered by Viren.

The Debtors also asked the Court to:

     (a) approve procedures for consideration of alternative
         investment or sale proposals to effect the Debtors'
         financial restructuring;

     (b) approve a proposed break-up fee and expense
         reimbursement;

     (c) schedule an auction and hearing to approve the sale; and

     (d) establish procedures relating to the assumption or
         assignment of executory contracts and unexpired leases
         and the form and manner of the proposed notice of cure
         amounts.

According to the Debtors, competing offers must be more than the
aggregate of the value of the sum of:

   -- $50,000,000, plus the amount the Debtors actually owe under
      their $35 million DIP Facility, plus the amount owed under
      their prepetition secured loan agreement still with the DDJ
      Entities, excluding a Make-Whole Premium and Redemption Fee
      payable under the Prepetition Facility;

   -- $4,000,000, the amount of the Excluded Portion payable under
      the Prepetition Facility;

   -- the aggregate amount of assumed liabilities; plus

   -- $2,250,000, the amount of the Break-Up Fee; plus

   -- $1,000,000, the maximum amount of the Expense Reimbursement;
      plus

   -- a $2,000,000 the Initial Overbid.

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and   
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in their
restructuring efforts.  The company listed between $100 million
and $500 million assets and between $100 million and $500 million
in debts in its bankruptcy filing.


XM SATELLITE: In Talks with MLB on Amendment to $120MM Escrow Pact
------------------------------------------------------------------
XM Satellite Radio Holdings Inc.'s multi-year agreement with Major
League Baseball requires it to maintain $120 million in escrow for
the benefit of MLB or furnish other credit support in such amount.  
This credit support was previously provided through a surety bond
which expires June 30, 2008.  On May 16, 2008, the company
provided $120 million for an escrow arrangement for the benefit of
MLB to replace the expiring surety bond.  The company is
continuing to have discussions with MLB about this escrow and
related matters and there may be further developments.

The escrow funds were from current operating cash and on May 15,
2008, XM borrowed the remaining $62.5 million available under its
$250 million revolving credit facility with a group of banks.  
This escrow arrangement, which the company intends to replace with
a letter of credit, surety bond or other similar arrangement,
reduces the company's unrestricted cash liquidity, and could have
an adverse effect on its financial position if the company is not
able to replace the escrow arrangement with a letter of credit,
surety bond or other similar arrangement.

Interest under the company's revolving credit facility is
currently 6.00% and is based on the prime rate.  All amounts drawn
under the facility are due on May 5, 2009, and are secured by a
lien on substantially all of its assets.  In February 2008, XM
executed an amendment to the facility to provide that the facility
will survive its pending merger with Sirius Satellite Radio Inc.

In addition, XM expects to execute an amendment to the facility to
provide that the $75 million in cash and cash equivalents the
company is required to maintain at all times is lowered to
$50 million for a period of 90 days.  XM continues to have access
to the $150 million credit facility provided by General Motors
Corp., which may be used only for payments to GM and which matures
in December 2009.  XM expects to begin utilizing the General
Motors credit facility in June 2008.

Provided that XM meets the revenue, expense and cash flow
projections of its current business plan, the company expects to
be fully funded and not need additional liquidity to continue
operations beyond its existing assets, credit facilities and cash
generated by operations; its current business plan is based on
estimates regarding expected future costs, expected future revenue
and assumes the refinancing or renegotiating of certain of its
obligations as they become due, including the maturity of its
existing credit facilities and $400 million of convertible notes
in 2009 and the MLB escrow arrangement.  The company costs may
exceed or its revenues may fall short of XM's estimates, the
estimates may change, and future developments may affect its
estimates.  Any of these factors may increase the company's need
for funds, which would require it to seek additional (including
replacement) financing, which financing may not be available on
favorable terms or at all, to continue implementing XM's current
business plan.

In addition, XM may seek additional financing, such as the sale of
additional equity and debt securities, to undertake initiatives
not contemplated by its current business plan or for other
business reasons, or seek to refinance or renegotiate certain of
its other obligations.

A full-text copy of the amendment to the credit facility is
available for free at http://ResearchArchives.com/t/s?2c77

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite   
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM  atellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


ZIFF DAVIS: Files 2nd Amended Disclosure Statement & Plan
---------------------------------------------------------
Ziff Davis Media Inc. and its debtor-affiliates delivered to the
United States Bankruptcy Court for the Southern District of New
York, a blacklined version of their Second Amended Joint Chapter
11 Plan of Reorganization, a full-text copy of which is available
for free at:

   http://bankrupt.com/misc/Blackline_2ndAmendedPlan.pdf

If their Plan is not confirmed, the Debtors note that their
Chapter 11 cases may be converted to a Chapter 7 liquidation.
However, the Debtors believe that a liquidation under Chapter 7
would cause a substantial diminution in their estates.  Thus, the
Debtors assert that the creditors' acceptance and the Court's
confirmation of the Plan affords the greatest realization on
their assets.

Meanwhile, at the 11th Annual Electronic Gaming Summit, Ziff
Davis Media CEO Jason Young said that the company's restructuring
process will be wrapped up in June, Kotaku.com reports.  

The company's $400,000,000 debt will then be reduced to
$57,000,000, which will give Ziff sufficient cash flow to invest
back in its products like 1Up, EGM and GameVideos, Mr. Young told
Kotaku.com.
                  About Ziff Davis Holdings Inc.

Ziff Davis Holdings Inc. -- http://www.ziffdavis.com/-- is the   
ultimate parent company of Ziff Davis Media Inc.  Ziff Davis Media
Inc.

                   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.  O'Melveny &
Meyers LLP is the Committee's primary counsel.  The Debtors
disclosed $144,224,155 in total assets and $441,406,545 in total
liabilities, in schedules of assets and debts filed with the
Court.

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. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor      
215/945-7000)


ZIFF DAVIS: Judge Issues Written Approval of Disclosure Statement
-----------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York issued a written order on May 7, 2008,
approving the Disclosure Statement outlining the Joint Chapter 11
Plan of Reorganization of Ziff Davis Media Inc. and its debtor-
affiliates.

The Court directed the Debtors to distribute solicitation
packages to all holders of claims entitled to vote before May 15,
2008.  Ballots are due June 9, 2008.

The Debtors may, after consultation with the Ad Hoc Senior
Secured Note Holder Group, extend the Voting Deadline, if
necessary, without further order of the Court, to June 12, 2008,
at the lates, by publishing the extension on
http://www.bmcgroup.com/ziffdavis

At the Disclosure Statement hearing, Mark K. Thomas, Esq., at
Winston & Strawn LLP, in New York, said that the consensual Plan
leaves an extremely fair, equitable and extraordinary dividend on
the table for out of the money constituents both on the unsecured
subordinated bondholders level and the trade creditor committee
level.

Mr. Thomas also related that the Debtors volunteered to meet with
the Official Committee of Unsecured Creditors and the Ad Hoc
Committee of Unsecured Noteholders.

During their meeting, the Debtors presented their revised
forecasts for 2008, 2009 and 2010, and explained what was really
happening to the business.  Also at that meeting, it was agreed
on by the parties and their advisors that a long stay in
Chapter 11 would be detrimental to the company, hence the
consensual Plan.

Mr. Thomas commended all the parties that cooperated with the
Debtors.

                   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.  O'Melveny &
Meyers LLP is the Committee's primary counsel.  The Debtors
disclosed $144,224,155 in total assets and $441,406,545 in total
liabilities, in schedules of assets and debts filed with the
Court.

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. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor      
215/945-7000)


ZIFF DAVIS: Committee Can Hire BMC as Communications Agent
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Ziff Davis Media Inc. and its debtor-affiliates sought and
obtained the authority of the U.S. Bankruptcy Court for the
Southern District of New York to retain BMC Group, Inc., as
communications agent, nunc pro tunc to April 25, 2008.

The Committee and the Debtors filed a stipulation regarding
creditor access to information pursuant to Sections 105(a),
1102(b)(3), and 1103(c) of the Bankruptcy Code.  On April 23,
2008, the Court approved the Stipulation.

The Committee's application to retain BMC is in accordance with
the Stipulated Order, Hal Goldstein, co-chairman of the
Committee, said.

Retaining BMC, will assist the Committee in fulfilling its
obligations under Section 1102(b)(3), add to the effective
administration of the Debtors' Chapter 11 cases, and reduce the
overall expense of administering the cases, stated Hal Goldstein,
co-chairman of the Creditors Committee.

As the Committee's communications agent, BMC is expected to:

   (a) establish and maintain an internet-accessed Web site that
       provides, without limitation:

       -- general information concerning the Debtors, including
          access to docket filings and general information
          concerning significant parties in the cases;

       -- highlights of significant events in the cases;

       -- a calendar with upcoming significant events in the
          cases;

       -- access to the claims docket as and when established by
          the Debtors or any claim agent retained in the cases;

       -- a general overview of the Debtors' Chapter 11 process;

       -- press releases issued by each of the Committee and the  
          Debtors;

       -- a non-public registration form for creditors to request
          "real time" case updates via electronic mail;

       -- a non-public form to submit creditor questions,
          comments and requests for access to information;

       -- responses to creditor questions, comments and requests
          for access to information; provided, that the Committee
          may privately provide responses in the exercise of its
          reasonable discretion, including in the light of the
          nature of the information request and the creditor's
          agreements to appropriate confidentiality and trading
          constraints;

       -- answers to frequently asked questions; and

       -- links to other relevant websites;

   (b) distribute case updates via electronic mail for creditors
       that have registered for service on the Committee Web
       site; and

   (c) establish and maintain a telephone number and electronic
       mail address for creditors to submit questions and
       comments.

According to Mr. Goldstein, the Committee selected BMC because of
its reputation as one of the country's leading Chapter 11
administrators which specializes in noticing, claims processing,
balloting and other administrative tasks necessary to operate
bankruptcy cases effectively.

Other Chapter 11 cases in which BMC has been retained as noticing
and claims agent or information agent and created websites to
provide access to information, include:

   -- Dana Corp.,
   -- Musicland Holding Corp.,
   -- USA Commercial Mortgage Co., and
   -- OCA, Inc.

Payments to BMC are to be based upon BMC's submission of a
billing statement to the Committee and the Debtors within 15 days
of the end of each calendar month.  The Committee and the Debtors
will have 10 days to object to the monthly invoices.  If an
objection cannot be resolved, the Committee will schedule a
hearing before the Court to consider the disputed invoice.  
Unless advised of an objection, the Debtors will pay each BMC
invoice within 30 days after the 10th day after the receipt of
the invoice, in the ordinary course of business.  If an objection
is raised to a BMC invoice, the Debtors will remit to BMC only
the undisputed portion of the invoice and, if applicable, will
pay the remainder to BMC upon the resolution of the dispute, as
mandated by the Court.

The fees and expenses incurred by BMC in the performance of its
services will be treated as an administrative expense of the
Debtors' Chapter 11 estates, and be paid by the Debtors in the
ordinary course of business without further application to the
Court, Judge Burton Lifland held.

The breakdown of BMC's fees are:

   Print Mail and Noticing Services
   --------------------------------

   Document/Mail File Production Setup    $0 - $35 per file
   Basic one page notice                  $0.25 + actual postage
   Copy/print - additional pages          $10 per page
   Finishing (collation, insertion)       $0.05
   Binding                                $1.25 each
   Postage                                At cost
   Certified Electronic Noticing          $40 per 1,000
   Certified Fax Service                  $0.15 per page
   Legal Notice Publication               Actual Cost/Quote

   Claims Management
   -----------------
   Claim Receipt, Processing, Docketing   $4.50 each claim

   Claim Analysis and Reconciliation      Applicable engagement
                                          support rate
                                           

   Database/System Access                 $250 per month

   Information Management
   ----------------------
   Live Operator - Call Center            $45 per hour

   Public Website Hosting                 $250 per month
      (includes site build)

   Secure Virtual Data Room               Varies based upon
                                          requirements

   Solicitation
   ------------
   Securities Research, Consulting        Applicable consulting
                                          fees

   Tabulation (includes certification)    $4.50 per ballot

   Distribution
   ------------
   Check issuance; tax reporting          $1.25
   Issuance Stock, Notes, Warrants        Quote
   Registrar                              Quote

   Document Management Services
   ----------------------------
   Scanning and storage                   $0.25 per image
   Physical Document Storage              $1.45 per box
   Electronic Upload/Download             $0.08 per page
                                          (max $2.40 each)

   Consulting Support
   ------------------
   Consultation/Build/Content Management  $125 per hour
   Case Admin Managers                    $95 per hour
   Data Entry/Clerical                    $45 per hour

The Debtors and their estates will indemnify and hold BMC, its
officers, employees and agents harmless against any losses,
claims, damages, judgments, liabilities and expense resulting
from action taken or permitted by BMC in good faith, with due
care and without gross negligence in reliance upon instructions
or orders received from the Committee as to anything arising in
connection with its performance under a BMC agreement.

BMC's liability to the Committee or any person claiming through
or under the Committee for any claim, loss, damages or expense of
any kind, whether direct or indirect and unless due to gross
negligence or willful misconduct, will be limited to the total
amount billed or billable to the Committee for the portion of the
particular work which gave rise to the loss or damage.  

Tinamarie Feil, president of BMC's client services, assures the
Court that BMC has and represents no interest adverse to the
interests of the Committee or the Debtors' estates.  BMC is a
"disinterested person," as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   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.  O'Melveny &
Meyers LLP is the Committee's primary counsel.  The Debtors
disclosed $144,224,155 in total assets and $441,406,545 in total
liabilities, in schedules of assets and debts filed with the
Court.

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. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor      
215/945-7000)


ZIFF DAVIS: Allowed to Pay FileFront $1,500,000 as APA Cure
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Ziff Davis Media Inc. to assume an asset purchase
agreement dated November 4, 2005, with MBPS.COM, Inc., FileFront
LP and Todd Faulk and Derek Labian.

Judge Burton Lifland also authorized the Debtors to pay FileFront
$1,500,000, in full satisfaction of a cure amount with respect to
the APA.

                   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.  O'Melveny &
Meyers LLP is the Committee's primary counsel.  The Debtors
disclosed $144,224,155 in total assets and $441,406,545 in total
liabilities, in schedules of assets and debts filed with the
Court.

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. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor      
215/945-7000)


ZIFF DAVIS: Noteholders Object to Perella as Panel's Fin. Advisor
-----------------------------------------------------------------
The Unofficial Group of Holders of Floating Rate Senior Secured
Notes of Ziff Davis Media Inc. and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Southern District of New York to
deny the request of the Official Committee of Unsecured
Creditors to retain Perella Weinberg Partners LP as financial
advisor.
                        
The Committee filed with the Court an application to retain
Perella as its financial advisor, nunc pro tunc to
March 14, 2008.  The Application included a flat monthly fee of
$100,000, and an additional fee of $1,100,000, in the event a
qualifying restructuring transaction is accomplished by the
Debtors, less 50% of the monthly fees earned after the first
$300,000.

Representing the Noteholders, Tracy L. Klestadt, Esq., at Klestadt
& Winters LLP, in New York, presented to the Court a comparison of
recoveries under the Debtors' initial Joint Chapter 11 Plan of
Reorganization and their Second Amended Plan:

          Equity to      Warrants to
          Class 5        Class 5        Unsecured   Convenience    
          Subordinated   Subordinated   Creditors   Class
          Note Claims    Note Claims    Pool        Recovery
          ------------   ------------   ---------   -----------
Initial       11.2%            No        $500,000       100%
  Plan

Second        10.0%           Yes       1,250,000        50%
  Amended
  Plan

Mr. Klestadt contends that the marginal difference in recovery,
which results from the issuance of modest warrants with less
stock to the Class 5 creditors and $750,000 more to the general
unsecured creditors but one-half less to the convenience class,
does not justify a "Transaction Fee" in excess of $1,000,000.

"That would amount to a larger amount to be paid to [Perella]
than was obtained by the creditors whose interests they were
supposed to champion," Mr. Klestadt says.  "Essentially,
[Perella] is looking to be compensated on a transaction fee basis
after the transaction has been formulated and agreed to, not
before."

Mr. Klestadt reasons out that the proposed compensation terms of
Perella's retention are unreasonable and unsupported.  In
addition, the retroactive retention proposed by Perella is
inappropriate under the circumstances, he asserts.

"In actuality, no analysis is offered as to why [Perella] should
be paid at least $1,400,000 in compensation assuming the Plan is
confirmed, as currently scheduled, at the end of June 2008," Mr.
Klestadt says.  "In fact, [Perella] does not even intend to keep
real time records for the services it performs."

Mr. Klestadt points out that the only support offered for
Perella's compensation structure is the statement that similar
structures have been approved in other Chapter 11 cases.

Mr. Klestadt notes that Perella is presently the holder of a
claim against the Debtors for $477,000 for prepetition services
performed in a similar role to that envisioned by its retention.  
He says that the declaration supporting the application alludes
to Perella's willingness to waive the Perella Prepetition Claim
only if Perella's compensation terms are approved.

                      Committee Talks Back

On behalf of the Committee, Michael J. Sage, Esq., at O'Melveny &
Myers LLP, in New York, contends that the Ad Hoc Group's
arguments are unwarranted.

Mr. Sage tells the Court that the Committee was required to
retain a financial advisor in order to fulfill its fiduciary duty
to all unsecured creditors, a duty that gained importance given
the Debtors' and the Ad Hoc Group's collective position that
unsecured creditors were "out of the money."

Mr. Sage argues that the Committee selected Perella because the
firm's competitive fee structure, combined with its considerable
knowledge base regarding the Debtors' businesses, offered the
best value to the Committee and the Debtors' estates.

"It is disingenuous and simply unfair to single Perella out from
a field of three financial advisors with similar fee structures,
particularly when all constituencies -- including the Ad Hoc
Group -- are well aware of Perella's extensive involvement in
these Chapter 11 cases," Mr. Sage points out.

In addition, Mr. Sage says that the Ad Hoc Group's allegation
that Perella's fees are not warranted is an example of "skewed
factual assessment."

"The Ad Hoc Group omits that, on information and belief, they
considered an absolute zero recovery for unsecured creditors
after the March 26 plan was filed, allegedly due to the Debtors'
downward revision to its financial projections in early April
2008," Mr. Sage says.  "As a consequence, it is inaccurate to
suggest that Perella, in conjunction with the Committee,
negotiated the consensual proposed plan of reorganization based
solely on the March 26 plan when, in fact, the threat that the Ad
Hoc Group would back away from those initial terms was very
real."

Mr. Sage further argues that Perella's presence and credible
enterprise valuation, combined with its potential testimony at
any plan confirmation hearing, undoubtedly played a role in
bringing major constituencies, including the Ad Hoc Group, back
to the negotiating table and obtaining a consensual resolution.

"The Committee firmly believes that Perella added value for all
unsecured creditors in these Chapter 11 Cases, and that without
their efforts, the recovery for unsecured creditors could have
been worse, or even nonexistent," Mr. Sage explains.

Furthermore, Mr. Sage says that the Ad Hoc Group's alternative
argument that Perella's nunc pro tunc retention is unjustified
because of unwarranted delay is without merit and should be
rejected.

Accordingly, the Committee asks the Court to overrule the Ad Hoc
Group's Objection.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, 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.

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc.

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. 12, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor      
215/945-7000)


* S&P Downgrades Ratings on 93 Classes from 59 US NIM Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 93
classes from 59 U.S. net interest margin securities residential
mortgage-backed securities transactions backed primarily by
subprime and Alternative-A mortgage collateral issued in 2003,
2004, and 2005.  Concurrently, S&P affirmed its ratings on seven
classes from seven U.S. NIMS RMBS transactions backed primarily by
subprime and Alt-A mortgage collateral also issued between 2003
and 2005.  Additionally, S&P's rating on one class from one NIMS
deal remains on CreditWatch with negative implications.  Finally,
we affirmed two additional ratings from two deals based on the
ratings on their respective bond insurers.

The distribution of the downgrades is as:
     -- S&P lowered 70 ratings from 43 transactions to 'CC';
     -- S&P lowered 18 ratings from 17 transactions to 'CCC';
     -- S&P lowered two ratings from two transactions to 'B-'; and
     -- S&P lowered three ratings from three transactions to 'B'.

Standard & Poor's Surveillance Assumptions

The primary source of payments to NIMS is the difference between
the interest payments collected on the mortgages in the underlying
transactions and the interest owed to the related RMBS, together
with prepayment penalties and potential payments from derivative
contracts.  S&P believe that the current levels of delinquencies
and losses occurring in the mortgage market have significantly
reduced the levels of excess interest available to many of the
NIMS transactions.

S&P evaluated a number of factors for these U.S. RMBS NIMS
transactions, in its cash flow analysis.  These include: the
amount and source of cash received from the underlying
transactions; the rate at which the NIMS are repaying relative to
our original projections; whether or not the NIMS have incurred
actual interest shortfalls; and the outstanding principal balance
relative to the amount of cash being received from its underlying
transactions.

The cash flow projections include the residual cash flows from
each underlying U.S. RMBS transaction's cash flow stress run, as
well as the projected proceeds from any cap contract, if
applicable.  The cash flow projections indicated whether or not,
in our view, each NIMS class is likely to pay off and whether or
not interest shortfalls are likely.

Impact on Current Ratings

Losses on the underlying U.S. subprime RMBS, and the timing of
such losses, have a direct effect on the cash flows to the NIMS
transactions.  Once the level of overcollateralization for an
underlying transaction falls below its target, the excess spread
available to the NIMS transaction is reduced or eliminated, as it
is used by the underlying transaction to cover current and
previous losses and to rebuild overcollateralization to its target
level.

The three downgraded classes from the three 2003 U.S. NIMS RMBS
transactions have an outstanding principal balance of
approximately $1.205 million, or roughly 1.29% of their original
principal amount.

The three downgraded classes from the three 2004 U.S. NIMS RMBS
transactions have an outstanding principal balance of
approximately $4.312 million, or roughly 10.13% of their original
principal amount.

The 87 downgraded classes from the 53 2005 U.S. NIMS RMBS
transactions have an outstanding principal balance of
approximately $482.504 million, or roughly 24.94% of their
original principal amount.

Approximately 15.41% of the original 2003, 23.74% of the original
2004, and 51.09% of the original 2005 NIMS pool balances for the
underlying transactions is outstanding.

The three 2003, three 2004, and 53 2005 U.S. NIMS RMBS
transactions are, by vintage, an average of 55 months, 40 months,
and 31 months seasoned, respectively.  According to S&P's original
cash flow projections, these transactions should have already paid
off.  However, because of worse-than-expected performance of the
underlying mortgages and the higher-than-expected prepayment
speeds, these NIMS transactions did not receive the cash flow as
originally projected.

On average, the 2003 NIMS originally represented 5.95% of the
original principal balance of the underlying deals; they currently
represent 2.40% of the current balance of the underlying deals.

Approximately 93.35% of the downgraded 2003 NIMS classes, as a
percentage of the total $1.205 million in 2003 downgraded NIMS
securities, were rated 'BBB' or lower before these rating actions.

The resulting ratings on the downgraded classes from the 2003
transactions, as a percentage of the total $1.205 million in
downgraded securities, are as:

                           2003 Vintage
                     Rating                (%)
                     ------                ---
                     CC                  74.44
                     B-                  25.56

On average, the 2004 NIMS originally represented 6.79% of the
original principal balance of the underlying deals; they currently
represent 2.17% of the current balance of the underlying deals.

Approximately 44.52% of the downgraded 2004 NIMS classes, as a
percentage of the total $4.312 million in downgraded 2004 NIMS
securities, were rated 'BBB' or lower before these rating actions.

The resulting ratings on the downgraded classes from the 2004
transactions, as a percentage of the total $4.312 million in
downgraded securities, are as:

                          2004 Vintage
                        Rating       (%)
                        ------       ---
                        CC         44.52
                        CCC        55.48

On average, the 2005 NIMS originally represented 3.33% of the
original principal balance of the underlying deals; they currently
represent 2.33% of the current balance of the underlying deals.

Moreover, approximately 81.19% of the downgraded 2005 NIMS
classes, as a percentage of the total $482.504 million in
downgraded 2005 NIMS securities, were rated 'BBB' or lower before
these rating actions.

The resulting ratings on the classes from the downgraded 2005
transactions, as a percentage of the total $482.504 million in
downgraded securities, are as:

                          2005 Vintage
                         Rating       (%)
                         ------       ---
                         CC         61.91
                         CCC        19.46
                         B-          0.02
                         B          18.61

The downgrades reflect its opinion that the cash flow projections
S&P ran at the time S&P assigned the original ratings to these
classes indicated that many of these classes should have either
paid in full already or should be ahead of their current payment
levels.  However, due to the worse-than-expected performance of
the underlying transactions, as well as higher-than-projected
losses and prepayment speeds, these NIMS transactions have not
received the cash flows originally projected.  The net impact is
that these transactions currently have higher class balances than
they were projected to have at this point, due, in its view, to
the decreasing amount of cash flow that is being generated from
the underlying deals.

This scenario is exacerbated in structures where there are
multiple NIMS classes.  S&P believe that the sequential paydown
structure of the NIMS compounds how far behind in paydown the
lower-rated classes are relative to our projections.  This, in
turn, effectively prevents these lower-rated classes from
receiving any cash flow until the NIMS classes senior to them are
paid down.

S&P are affirming its ratings on nine classes from nine 2005 NIMS
transactions.  These transactions are an average 33 months
seasoned.  S&P affirmed its ratings on the NIMS classes that are
projected to pay in full under the aforementioned surveillance
assumptions.

Approximately 47.90% of the original pool balances of the
underlying transactions for these 2005 NIMS transactions is
outstanding.

Approximately 26.07% of the 2005 NIMS classes with affirmed
ratings and the one class with a rating on CreditWatch, as a
percentage of the total $37.986 million in affirmed 2005 NIMS
securities, were rated 'BBB' or lower before these rating actions.  
The affirmed ratings on these classes, as a percentage of the
total $37.986 million in securities with affirmed ratings, are as:

                           2005 Vintage

                     Rating                (%)
                     ------                ---
                     BB                  21.48
                     BBB-                 1.97
                     BBB                  2.62
                     A-                   6.33
                     AA/Watch Neg        26.33
                     AAA                 41.27

Bond-Insured Classes

S&P affirmed its 'AAA' ratings on two classes from two deals
(Option One Mortgage Securities Corp. NIM Trust 2005-1 and
Ameriquest NIM Trust 2005-RN3) because they reflect the current
rating of their bond insurer, FSA Insurance Co. (AAA/Stable/--
financial strength rating).  In addition, the 'AA' rating on class
B from Park Place NIM 2005-WHQN2 remains on CreditWatch negative
because the rating is in line with the rating on its bond insurer,
Radian Asset Assurance Inc. (AA/Watch Neg/-- financial strength
rating).  

Standard & Poor's will continue to monitor the performance of the
underlying subprime RMBS transactions and the related NIMS.  S&P
regularly review its assumptions as new information becomes
available, and S&P will continue to revise its assumptions,
publish updates, and keep market participants informed of changes.


                        Ratings Lowered

                    ABSC NIMs Trust 2005-HE3
                        Series 2005-HE3

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A Notes    000778BK5     CC             BBB-

              Aegis Net Interest Margin Trust 2005-4
                           Series 2005-4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----  
           N1         007625AF3     CC             A-
           N2         007625AG1     CC             BBB-

         Asset Backed Funding Corporation NIM 2005-HE2 Ltd
                          Series 2005-HE2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         04544MAA4     CC             A-
           N2         04544MAB2     CC             BBB

                       CMO Holdings II Ltd.
                          Series 2005-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2        125879ED4     B-             BBB-
           A-3        125879EE2     CCC            BB

                       CMO Holdings II Ltd.
                          Series 2005-6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-3        125879FK7     CC             BB

                       CMO Holdings II Ltd.
                          Series 2005-17

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-3        125879FT8     CC             BBB

                       CMO Holdings II Ltd.
                          Series 2005-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2        125879GE0     CC             BBB-
           A-3        125879GF7     CC             BB

                       CMO Holdings II Ltd.
                          Series 2005-19

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-3        125879GK6     CC             BBB

                       CMO Holdings II Ltd.
                          Series 2005-10

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2        125879HP4     CC             BBB-
           A-3        125879HR0     CC             BB

                       CMO Holdings II Ltd.
                          Series 2005-20

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A Notes         B              BBB
           B Notes         CCC            BB

                       CMO Holdings II Ltd.
                         Series 2005-HE11

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        125879JG2     CC             A-
           A-2        125879JH0     CC             BBB-
           A-3        125879JJ6     CC             BB

                Countrywide Home Loan Trust 2005-16N
                          Series 2005-16N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      126670SF6     CCC            BBB

                Countrywide Home Loan Trust 2005-17N
                           Series 2005-17N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      126670SH2     CCC            BBB

                Countrywide Home Loan Trust 2005-5N
                           Series 2005-5N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      1266734N9     CCC            BBB

               Countrywide Home Loan Trust 2005-9N
                         Series 2005-9N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N          126670GL6     CCC            BBB

               Countrywide Home Loan Trust 2005-AB4N
                           Series 2005-AB4N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      126670RS9     CCC            BBB

                Countrywide Home Loan Trust 2005-AB5N
                          Series 2005 AB5N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      126670SB5     CC             BBB

              Countrywide Home Loan Trust 2005-IM2 N
                         Series 2005-IM2N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Nts        126670GJ1     CC             A-

               Countrywide Home Loan Trust 2005-IM3N
                          Series 2005-IM3N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      126670PX0     CC             A-

                 CSFB NIMs Trust Heat 2005-4 NIM37
                          Series 2005-4 NIM

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A          12633PDL5     CC             BBB
           B          12633PDM3     CC             BBB-

                         CWABS 2005-BC5N
                         Series 2005-BC5N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-2        126670SL3     CC             BBB-
           N-3        126670SM1     CC             BB

                          CWALT 2005-J4N
                          Series 2005-J4N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-4        12667GUX9     CC             BB

                     FFML NIM Company 2005 FF9
                          Series 2005-FF9

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           C          31561RAB2     CCC            BB+

                        FFMLT 2005-FF8-N Ltd.
                          Series 2005-FF8-N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         302446AA7     CCC            BBB
           N2         302446AB5     CCC            BB

                       First Franklin CI-11
                         Series 2004-FFH4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N3         320282AC0     CC             BB

                     First Franklin CI-14
                       Series 2005-FFH3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         32028YAA4     CC             A
           N2         32028YAB2     CC             BBB

            GE-WMC Mortgage Securities CI-NIM 2005-1 Ltd.
                            Series 2005-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-1        36829AAA8     CC             BBB
           N-2        36829BAA6     CC             BB+

             Greenwich Structured ARM Products CI 2005-6
                           Series 2005-6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-1        39700XAA6     B              BBB-
           N-2        39700XAB4     CCC            BB

                 GSAA Home Equity Trust 2005-NIM3
                         Series 2005-NIM3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      36242DT45     CCC            BBB-

                       GSAMP 2005-HE3-N Ltd.
                         Series 2005-HE3-N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         362423AA3     CCC            BBB
           N2         362423AB1     CC             BB

                       GSAMP Trust 2004-WF-N
                          Series 2004-WF-N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      36242DUB7     CC             BBB-

                       GSAMP Trust 2005-SD1-N
                          Series 2005-SD1-N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes           CC             BBB

                       GSAMP Trust 2005-WMC2-N
                          Series 2005-WMC2N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      362341F79     CC             A-

                     HASCO NIM Trust 2005-OPT1
                          Series 2005-OPT1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A Notes    418095AA3     B              BBB

                   IndyMac NIM INABS 2005-D Ltd.
                           Series 2005-D

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1 Notes   456606KD3     CC             BBB-
           N2 Notes   456606KE1     CC             BB+

                  IndyMac NIM Trust INABS 2005-C
                            Series 2005-C

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      456606JG8     CC             BBB-

                     JPMAC NIM Trust 2005-FRE1
                          Series 2005-FRE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      481233AA2     CC             A-

             Long Beach Asset Holdings Corp. CI 2005-3
                            Series 2005-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-2        542394AB7     CC             BBB+
           N-3        542394AC5     CC             BBB-

             Long Beach Asset Holdings Corp. CI 2005-WL1
                           Series 2005-WL1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-1        542395AA6     CCC            A
           N-2        542395AB4     CC             BBB-
           N-3        54239WAA7     CC             BB

                            MASTR CI-10
                          Series 2005-HE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N2         57643SAB7     CC             BB+

                            MASTR CI-9
                          Series 2005-WMC1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         57644BAA5     CC             A+
           N2         57644BAB3     CC             A-

                           Meritage CI-3
                           Series 2005-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         59001TAA9     CC             A+
           N2         59001TAB7     CC             A+
           N3         59001TAC5     CC             BBB-

                           Meritage CI-4
                           Series 2005-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         590018AA5     CC             A+
           N2         590018AB3     CC             BBB-
           N3         590018AC1     CC             BB

    Merrill Lynch Mortgage Investors NIM Trust Series 2005-OWN3
                         Series 2005-OWN3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         59022MAP6     CC             A-

     Merrill Lynch Mortgage Investors NIM Trust Series 2005-FF6
                          Series 2005-FF6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         59022MAL5     CCC            A-

    Merrill Lynch Mortgage Investors NIM Trust Series 2005-FFH1
                          Series 2005-FFH1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N1         59022MAN1     CC             A-

                    Park Place NIM 2005-WHQN2
                        Series 2005-WHQN2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A          70070AAA3     CC             B-

                    Park Place NIM 2005-WHQN4
                        Series 2005-WHQN4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A          700679AA1     CC             BBB
           B          700679AB9     CC             BBB-
           C          700679AC7     CC             BB+
           D          700679AD5     CC             BB

                          SAIL NIM Company
                           Series 2005-HE3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A Notes    784002AJ6     CC             BBB-
           B Notes    783898AE9     CC             BB+

                         SASCO ARC Company
                           Series 2003-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A          80382SAR9     CC             BBB-

                        SASCO ARC Company
                         Series 2004-23XS

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A          80382SDH8     CCC            BBB+

                       SB Finance CI-05-ARW4
                          Series 2005-ARW4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-1        78390YAA7     CCC            A-
           N-2             CC             BBB
           N-3             CC             BBB-
           N-4             CC             BB+

                   SB Finance NIM Trust 2005-HEN1
                           Series 2005-HEN1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes           CC             A-

            Securitized Asset Backed NIM Trust 2005-HE1
                           Series 2005-HE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      81375XAQ7     CC             BBB-

           Sharps SP I LLC Net Interest Margin 2005-AG1N
                          Series 2005-AG1N

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N-A        820018CA5     CC             BBB
           N-B        820018CB3     CC             BB

        Sharps SP I LLC Net Interest Margin Trust 2003-2XSN
                          Series 2003-2XSN

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      820018AF6     B-             BBB

                         Soundview CI-6
                        Series 2005-OPT4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           N2         83610TAB0     CC             BBB-
           N3         83610TAC8     CC             BB+
           N4         83610TAD6     CC             BB

                   Soundview NIM Trust 2005-OPT2
                          Series 2005-OPT2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      83611NAE6     CCC            BBB-

                  Terwin NIMs Trust TMTS 2003-8HE
                          Series TMTS2003-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           Notes      881562AA0     CC             BBB+

             Rating Remaining on Creditwatch Negative

                     Park Place NIM 2005-WHQN2
                         Series 2005-WHQN2
  
                  Class      CUSIP         Rating
                  -----      -----         ------
           B          70070AAB1     AA/Watch Neg

                         Ratings Affirmed

                     Ameriquest NIM 2005-RN10
                         Series 2005-RN10

                   Class      CUSIP         Rating
                   -----      -----         ------
                   C Notes    030752AC3     BB

                   Ameriquest NIM Trust 2005-RN3
                          Series 2005-RN3

                   Class      CUSIP         Rating
                   -----      -----         ------
                   Notes      03075XAA9     AAA

            Countrywide Alternative Loan Trust 2005-IM1N
                         Series 2005-IM1N

                  Class      CUSIP         Rating
                  -----      -----         ------
                  Notes      12668A5D3     BBB

                     FFML NIM Company 2005 FF9
                          Series 2005-FF9

                  Class      CUSIP         Rating
                  -----      -----         ------
                  B          31561NAD7     BBB-

                     First NLC NIM Trust 2005-2
                            Series 2005-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  Notes      32113JBK0     BBB-

                     GSAMP Trust 2005-WF-N
                        Series 2005-WF-N

                  Class      CUSIP         Rating
                  -----      -----         ------
                  Notes      362341J34     A-

       Option One Mortgage Securities Corp. NIM Trust 2005-1
                           Series 2005-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  Notes      68389CBG5     AAA

                  SB Finance NIM Trust 2005-WFHEN1
                         Series 2005WFHEN1

                   Class      CUSIP         Rating
                   -----      -----         ------
                   Notes      78401NAG5     A-

            Sharps SP I LLC Net Interest Margin 2005 WF1
                           Series 2005 WF1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  N-B        820018BZ1     BB


* S&P Lowers Ratings on 95 Classes from 78 US RMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 95
classes from 78 U.S. residential mortgage-backed securities
transactions backed by closed-end second-lien mortgage collateral
to 'D'.  Specifically, S&P lowered its ratings on 23 classes to
'D' from 'CC' and 69 classes to 'D' from 'CCC' from 78 deals.  In
addition, S&P lowered its rating on one class from one deal to 'D'
from 'B'.  Finally, S&P lowered its ratings on two classes from
one deal to 'D' from 'BB'.

The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in the
complete write-down of the overcollateralization for these deals.   
Some of these transactions have already experienced a complete
write-down to the principal balance of other subordinate classes
over the past few months.  The affected classes experienced
principal write-downs during the April 2008 remittance period.
     
As of the April 2008 distribution period, cumulative realized
losses ranged from 6.96% (Structured Asset Securities Corp. Series
2005-S1) to 29.07% (CWABS Asset Backed Certificates Trust Series
2006-SPS1) of the original principal balances, and total
delinquencies ranged from 13.48% (American Home Mortgage
Investment Trust Series 2007-2) to 41.51% (Fremont Home Loan Trust
Series 2006-B) of the current principal balances.  Seasoning for
these transactions ranged from 11 months (First Franklin Mortgage
Loan Trust Series 2007-FFC) to 37 months (Structured Asset
Securities Corp. Series 2005-S1), and these transactions have
outstanding pool factors ranging from approximately 14.34%
(Terwin Mortgage Trust Series 2005-3SL) to 84.94% (American Home
Mortgage Investment Trust Series 2007-2).  If delinquencies
continue to translate into realized losses, S&P will likely take
further negative rating actions on the other classes from these
transactions.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these deals.  The collateral originally consisted of
30-year, fixed-rate, closed-end second-lien mortgage loans secured
by one- to four-family residential properties.
   

                         Ratings Lowered

           Ace Securities Corp. Home Equity Loan Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2006-ASL1           M-10       D              CCC
        2006-SL3            M-5        D              CCC
        2006-SL4            M-6        D              CCC
        2007-ASL1           M-8        D              CC
        2007-SL1            M-6        D              CC
        2007-SL1            M-7        D              CC

                      Alliance Bancorp Trust

                                             Rating
                                             ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2007-S1             M-3        D              CC

              American Home Mortgage Investment Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2006-2              IV-M-3     D