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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 3, 2008, Vol. 12, No. 157           

                             Headlines

A 2005: Moody's Cuts Rating of Net Interest Margin Notes to B1
ABF FUNDING: Moody's Junks Rating of 2001-AQ1 Class A Notes
ABFS MORTGAGE: Moody's Junks Underlying Ratings on Five Notes
AEOLUS PHARMA: Posts $697,000 Net Loss in 2nd Qtr. Ended March 31
AFFINITY GROUP: March 31 Balance Sheet Upside-Down by $71.1 MM

AINSWORTH LUMBER: Lenders and Capitalists Support Recapitalization  
AIRPLANES REPACKAGED: Moody's Cuts Rating of 2004-2 Notes to B2
AIRPLANES REPACKAGED: Moody's Gives B2 Rating to 2004-1 Notes
ALLIED DEFENSE: Pirate Capital Discloses 1.2% Equity Stake
ALL VALLEY: Voluntary Chapter 11 Case Summary

ALOHA AIRLINES: Trustee Wants to Hire Starman Bros. as Auctioneer
ALVAN MOTOR: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: NYSE Suspends Trading in "Subpenny Halt"
AMERICAN EQUITY: S&P Holds 'BB+' Rating; Changes Outlook to Neg.
ASARCO LLC: Court Permits Grupo Mexico to Submit Plan for Firm

ATA AIRLINES: U.S. Trustee Wants Court to Deny Proposed Bar Date
AVAYA INC: Weaker Business Conditions Cue S&P's Negative Outlook
BABSON CLO: Moody's Places Ba2 Rating to Class E Junior Notes
BANC OF AMERICA: Moody's Assigns Low-B Rating to Three Securities
BEAR STEARNS: Moody's Junks Seven Net Interest Margin Securities

BELLACH'S LEATHER: Owner Says He is Victim of "Bankruptcy System"
BLACK GAMING: S&P Junks Credit Rtng. on Weak Operating Performance
BLUE DIAMONDS: Voluntary Chapter 11 Case Summary
BROADWAY CARE: Voluntary Chapter 11 Case Summary
C-BASS MORTGAGE: Moody's Junks Ratings of Eight Tranches

CALABASAS ROAD: Voluntary Chapter 11 Case Summary
CALHOUN CONTRACTING: Case Summary & 20 Largest Unsec. Creditors
CEDAR CITY: Voluntary Chapter 11 Case Summary
CHAD THERAPEUTICS: Rose Snyder Expresses Going Concern Doubt
CHESAPEAKE ENERGY: Inks $1.65 Billion Joint Venture Deal with PXP

CHEVY CHASE: Moody's Cuts Ratings of 70 Classes of Certificates
CHRYSLER LLC: June 2008 Sales in Canada Increase 1% Over Last Year
CHRYSLER LLC: To Close St. Louis Minivan Plant; Cuts 2,400 Jobs
CIRCUIT CITY: Blockbuster Withdrawal Could Signal Bankruptcy
CIRCUIT CITY: Financial Slump Cues Blockbuster to End Merger Deal

CIRCUS & ELDORADO: Moody's Affirms B2 Ratings, Outlook Negative
CIT GROUP: Selling Home LendingBiz to Lone Star for $1.5BB Cash
COMFORCE CORP: Strategic Turnaround Owns 4.41% Equity Stake
COMPLETE OFFICE: Voluntary Chapter 11 Case Summary
CONCURRENT COMPUTER: Bid Price Violation Cues Securities Delisting

COUNTRYWIDE FIN'L: BofA Deal Cues Fitch to Keep Evolving Watch
COUNTRYWIDE FINANCIAL: S&P Lifts Rating to 'AA/A-1+' from 'BB+/B'
CREDIT AND REPACKAGED: Moody's to Review Notes for Likely Cut
CREDIT AND REPACKAGED: Moody's Cuts Rating of 2010 Notes to B1
CREDIT SUISSE: S&P Chips Rating to 'D' on Class P Certificates

CROSSWINDS AT ROCKY RIVER: Case Summary & 20 Largest Creditors
DANKA BUSINESS: Shareholders OK $240MM Sale of DOIC to Konica
DESERET AVIATION: Voluntary Chapter 11 Case Summary
DIAMOND GLASS: Acquisition by Belron US Closes
DORMIA INC: To Hold $4,000,000 Bankruptcy Liquidation Sale

DUNHILL ABS: Fitch Junks Ratings on Two Notes Classes
DV8 INC: Case Summary & 11 Largest Unsecured Creditors
EASLER SAND: Case Summary & 20 Largest Unsecured Creditors
ELECTRIC BREW: Case Summary & Seven Largest Unsecured Creditors
EL PASO CHILE: Files Chapter 11 Petition to Restructure Debt

EMMIS COMMUNICATIONS: S&P Changes Outlook to Stable from Negative
ENGINEERED SINTERINGS: Case Summary & 20 Largest Unsec. Creditors
ENTRADE INC: Ernst & Young Expresses Going Concern Doubt
EVANS & SUTHERLAND: Appeals Nasdaq Determination to Delist Stocks
FIRST FRANKLIN: Moody's Junks Rating of Class N-2 Securities

FIRST NATIONAL: Fitch Rates $11.2MM LIBOR Class D Notes 'BB+'
FOREFRONT INVESTMENTS: Voluntary Chapter 11 Case Summary
FOXCO ACQUISITION: Moody's Affirms Senior Unsecured Notes at Caa1
FREMONT FURNITURE: Voluntary Chapter 11 Case Summary
FULTON HOTELS: Voluntary Chapter 11 Case Summary

GAINEY CORP: S&P Puts Default Ratings After Failed Payment on Debt
GENERAL MOTORS: Bankruptcy 'Not Impossible,' Merrill Says
GENERICS INTERNATIONAL: Moody's Changes Outlook to Negative
GOLDEN EAGLE: Kevin Pfeffer Discloses 8.12% Equity Ownership
GOLDEN SPRINGS: Wants to Employ Stichter Riedel as Counsel

GRAFTECH INT'L: 19% Seadrift Interest Deal Won't Affect S&P's Rtng
GRAHAM PACKAGING: Inks $3BB Merger Contract with Hicks Acquisition
GRAHAM PACKAGING: Fitch Ratings Unaffected by Merger with Hicks
HAWTHORNE HILL: Case Summary & 20 Largest Unsecured Creditors
HEXION SPECIALTY: Huntsman Wants Merger Deal Extended to October 2

HIGH VELOCITY: Bankruptcy Dismissed; Settles with Highgate
HUNTINGTON CDO: Fitch Chips 'BB+' Ratings to 'B-' on Two Classes
HUNTSMAN CORP: Board Okays Oct.  2 Extension of Hexion Merger Deal
IDLAIRE TECHNOLOGIES: Court Approved Employee Incentive Plan
INFINITY CAPITAL: Net Assets Up $620,269 in 2008 First Quarter

INTELSAT LTD: Moody's Assigns Caa2 Rating to $309.3MM Notes
J.F. ANCILLARY: Case Summary & 20 Largest Unsecured Creditors
KAR HOLDINGS: S&P Affirms 'B-' Rating; Changes Outlook to Stable
KRISPY KREME: MGL Asset Deal Has No Impact on S&P's Ratings Yet
LANDSOURCE: Wants to Pay Newhall Land's Prepetition Claims

LEGACY CAPITAL: Section 341(a) Meeting Scheduled for July 18
LEGACY CAPITAL: Can Employ Wright Ginsberg as Bankruptcy Counsel
LEHMAN XS: Moody's Junks Ratings of 9 Interest Margin Securities
LEVITT AND SONS: Files Joint Plan of Liquidation
LEVITT AND SONS: Sale of Shelby County Property for $13MM Approved

LEXINGTON PRECISION: Files Chapter 11 Plan of Reorganization
LIMITED BRANDS: Fitch Assigns 'BB+' Issuer Default Rating
LINENS N THINGS: Wants to Obtain $100MM Credit to Pay Suppliers
LMI 1 NEW: Case Summary & Five Largest Unsecured Creditors
LOTHIAN OIL: Bankruptcy Exit Delayed Due to Shareholders' Suit

LUBBOCK MEDICAL: To Put Itself on Auction Block for $6 Million
MAGNOLIA CAR WASH: Voluntary Chapter 11 Case Summary
MANITOWOC CO: S&P's 'BB' Rating Unmoved by $2.7BB Enodis Bid Raise
MASTR ADJUSTABLE: Moody's Cuts Ratings of 34 Tranches
MERRILL LYNCH: Moody's Cuts Ratings of 36 Tranches from ARM Deals

MESA AIR GROUP: Earns $17.5 Million in 2nd Quarter Ended March 31
MESA AIR: In Discussions with Delta Regarding Flying Contract
MONTE CARLO GROUP: Wants to Employ Winthrop Couchot as Counsel
MTS PRODUCTS: Wants to Employ Levene Neale as Bankruptcy Counsel
NEXSTAR BROADCASTING: Affiliate Sells $35MM PIK Notes to Investors

NVIDIA CORP: Lower Sales Forecast Spurs 20% Share Price Plunge
NOMURA ASSET: Moody's Junks Ratings of Seven Securities Issued
NORTH STREET: Fitch Slashes 'AA-' Rating on $60.8MM Notes to 'B'
NORTHWEST AIRLINES: Cuts Int'l Flights Due to High Fuel Prices
NORTHWEST AIRLINES: CEO Urges Congress to Close Trading Loopholes  

OLDE TAYLOR: Case Summary & 11 Largest Unsecured Creditors
OMEGA HEALTHCARE: Creates New Company to Manage 15 Haven Buildings
ONCO PETROLEUM: Gets Executive Cease Trade Order on Filing Delays
OTC INTERNATIONAL: Coding Irregularity Caused $11 Mil. Discrepancy
PARK HOLLOW: Voluntary Chapter 11 Case Summary

PARK HOLLOW: Section 341(a) Meeting Slated for August 19
PFF BANCORP: Low Liquidity Cues KPMG LLP's Going Concern Doubt
PHIPPS TOWNHOUSE: Case Summary & 3 Largest Unsecured Creditors
PIERRE FOODS: Moody's Cuts Corporate Family Rating to Ca
PLAINS EXPLORATION: Buys 20% Chesapeake Energy Shares for $1.65BB

PLASTECH ENGINEERED: Court OKs $25MM Exteriors Biz Sale to Decoma
PLASTECH ENGINEERED: Court Extends Plan-Filing Period to July 11
PLASTECH ENGINEERED: Wants Release Deal With Brown Family Approved
PLY MARTS: Faces Involuntary Chapter 11, Receivership Petitions
PLY-MARTS: Involuntary Chapter 11 Case Summary

PREGIS CORPORATION: Moody's Cuts Corporate Family Rating to B3
PROGRESSIVE MOLDED: Can Hire Kurtzman Carson as Claims Agent
PROGRESSIVE MOLDED: Gets Court Nod to Pay Prepetition Wages
PROGRESSIVE MOLDED: Obtains Interim Order to Use Cash Collateral
QUICK SERVICE: To Auction Off 17 Church's Chicken Stores on Aug 4

RADIAN GROUP: NYSE Suspends Trading in "Subpenny Halt"
REAL MEX: S&P Cuts Credit Rating to 'CCC' on Poor Performance
RED MILE: Burr Pilger Raises Going Concern Doubt Over Losses
REMOTEMDX INC: Restates Report for Year Ended Sept. 30, 2007
ROCKBOUND CDO I: Moody's Junks Rating of A1S Floating Rate Notes

RURAL CELLULAR: GAMCO Asset Discloses 7.94% Equity Stake
S & K PROPERTY: Case Summary & Five Largest Unsecured Creditors
SALOMON BROS: S&P Junks Rating on Class P Certificates
SALON MEDIA: Burr Pilger Expresses Going Concern Doubt
SARM: Moody's Junks Ratings of Three Interest Margin Securities

SASCO: Moody's Junks Ratings of Three Interest Margin Securities
SATNAM WAHEGURU: Case Summary & Largest Unsecured Creditor
SENTRY SELECT: Manager Sets August 21 as Fund Termination Date
SMART BALANCE: S&P Holds Ratings and Revises Outlook to Positive
SMITHFIELD FOODS: S&P Rates Planned $350MM Conv. Sr. Notes 'BB-'

SMURFIT-STONE: Fitch Holds 'B+' ID Rating with Negative Outlook
SOUTH COAST: Fitch Lowers Seven Ratings, Removes Negative Watch
SUMMER STREET: Collateral Decline Cues Fitch to Downgrade Ratings
TARGA RESOURCES: S&P's Rating Unmoved by 54% Venice Stake Purchase
TASMAN CDO: Default Cues Moody's to Junk Notes Rating

TENNECO INC: Fitch Holds Ratings and Revises Outlook to Stable
TROPICANA ENTERTAINMENT: William Yung III Resigns as Board Member
UNIFI INC: Adequate Liquidity Cues S&P's Positive Outlook
URIELS INC: Case Summary & 20 Largest Unsecured Creditors
USA SPRINGS: Case Summary & 17 Largest Unsecured Creditors

USA SPRINGS: Property Sale Moved to Sept. 29 Due to Bankruptcy
VALET PARKING: Case Summary & 20 Largest Unsecured Creditors
VERASUN ENERGY: Duane Gilliam Takes on Chairman of the Board Role
VISAGE CDO: Fitch Cuts and Withdraws Ratings on Three Note Classes
VISTA MATERIALS: Voluntary Chapter 11 Case Summary

WALDEN RESERVE: Wants to Employ Evans & Mullinix as Counsel
WELLMAN INC: Wants to Expand Ernst & Young's Scope of Services
AMR CORP: To Cut 6,840 Jobs, Write Down $1.2BB Impairment Charge
WRK IDAHO: Voluntary Chapter 11 Case Summary
ZIM CORP: Grant Thornton Expresses Going Concern Doubt

* S&P Downgrades Ratings on 101 Classes of Various Certificates
* S&P Takes Rtng. Actions on Various US Synthetic CDO Transactions  
* S&P Trims Rtngs. on 13 Classes of Notes from Six CDO Transaction
* S&P Says Weak Housing Markets Continued Unabated Though 1Q'08
* S&P: Most of Investment-Grade Food Issuers Have Stable Outlooks

* Fitch: Working Out REO Assets a Lofty Task for US RMBS Servicers
* Moody's Says Broad Credit Outlook Remains Negative for U.S. Cos.
* Moody's Sees Stable Credit for Global Integrated Oil Industry

* Dykema Expands Practice and Chicago Presence with 53 New Lawyers
* MorrisAnderson Chicago Office Engages Aaron Gillum as Consultant
* Davis Polk Expands Practice with Appointment of Five Partners

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

                             *********


A 2005: Moody's Cuts Rating of Net Interest Margin Notes to B1
--------------------------------------------------------------
Moody's Investors Service has downgraded the net interest margin
notes issued by A 2005-NIM6.  This NIM transactions relies on
excess spread and prepayment penalties generated by the underlying
residential mortgage backed securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  The notes have
been downgraded based upon performance on the underlying
transactions that has negatively impacted future residual payments
to the NIM holders.

The complete list of rating actions is:

Issuer: GSAA Home Equity Trust 2005-NIM6

  -- Notes, Downgraded to B1 from Baa3


ABF FUNDING: Moody's Junks Rating of 2001-AQ1 Class A Notes
-----------------------------------------------------------
Moody's Investors Service has downgraded the net interest margin
Class A issued by Asset Backed Funding Corporation NIM Trust 2001-
AQ1.  NIM transactions rely on excess spread and prepayment
penalties generated by the underlying residential mortgage backed
securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  Class A has
been downgraded based upon performance on the underlying
transactions that has negatively impacted future residual payments
to the NIM holders.

The complete list of the rating action is:

Issuer: Asset Backed Funding Corporation NIM Trust 2001-AQ1 Notes

  -- Cl. A, Downgraded to Ca from B3


ABFS MORTGAGE: Moody's Junks Underlying Ratings on Five Notes
-------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
these notes that are guaranteed by the financial guarantors.  The
underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.

The current ratings on these notes are consistent with Moody's
practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating or any underlying
rating that is public.

Complete rating actions are:

Issuer: ABFS Mortgage Loan Trust 2000-1

Class Description: Class A-1 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Caa2

Class Description: Class A-2 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Baa1

Issuer: ABFS Mortgage Loan Trust 2000-3

Class Description: Class A Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Caa2

Issuer: ABFS Mortgage Loan Trust 2000-4

Class Description: Class A Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Caa1

Issuer: ABFS Mortgage Loan Trust 2001-1

Class Description: Class A-1 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, outlook
     negative)

  -- Underlying Rating: Ba2

Issuer: ABFS Mortgage Loan Trust 2001-3

Class Description: Class A-1 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, outlook
     negative)

  -- Underlying Rating: Baa2

Class Description: Class A-2 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, outlook
     negative)

  -- Underlying Rating: Caa3

Issuer: ABFS Mortgage Loan Trust 2001-2, Mortgage Pass-Through
Certificates, Series 2001-2

Class Description: Class A-1 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, outlook
     negative)

  -- Underlying Rating: Ba1

Class Description: Class A-4 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, outlook
     negative)

  -- Underlying Rating: Caa2

Issuer: ABFS Mortgage Loan Trust 2001-4, Mortgage-Backed Notes,
Series 2001-4

Class Description: Class A Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, outlook
     negative)

  -- Underlying Rating: B1

Issuer: ABFS Mortgage Loan Trust 2002-1

Class Description: Class A-5 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: B3

Issuer: ABFS Mortgage Loan Trust 2003-2

Class Description: Class A Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Aaa


AEOLUS PHARMA: Posts $697,000 Net Loss in 2nd Qtr. Ended March 31
-----------------------------------------------------------------
Aeolus Pharmaceuticals Inc. reported a net loss of $697,000 for
the second quarter ended March 31, 2008, compared with a net loss
of $544,000 for the second quarter ended March 31, 2007.

The company does not have any revenue and therefore it relies on
investors, grants, collaborations and licensing of its compounds
to finance its operations.

During the three months ended March 31, 2008, the company recorded
an "other-than-temporary" impairment charge of $49,000 based upon
reduced market values of its auction-rate securities as determined
based upon investment statements as of March 31, 2008, received
from UBS Financial Services Inc.    

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$1,120,000 in total assets, $1,042,000 in total liabilities, and
$78,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $519,000 in total current assets
available to pay $1,042,000 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?2efc  

                       Going Concern Doubt

Haskell & White LLP, in Irvine, Calif., expressed substantial
doubt about Aeolus Pharmaceuticals Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Sept. 30, 2007, and 2006.  

The company has incurred significant losses from operations of
$1,299,000 and $3,300,000, and cash outflows from operations of
$1,026,000 and $3,079,000, for the six months ended March 31,
2008, and for the fiscal year ended Sept. 30, 2007, respectively.
The company expects to incur additional losses and negative cash
flow from operations during the remainder of fiscal year 2008 and
for several more years.

                   About Aeolus Pharmaceuticals

Based in Laguna Niguel, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a  
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.


AFFINITY GROUP: March 31 Balance Sheet Upside-Down by $71.1 MM
--------------------------------------------------------------
Affinity Group Inc.'s consolidated balance sheet at March 31,
2008, showed $423.7 million in total assets and $494.8 million in
total liabilities, resulting in a $71.1 million total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $120.3 million in total current
assets available to pay $135.3 million in total current
liabilities.

The company reported net income of $115,000 on revenues of
$125.0 million for the first quarter ended March 31, 2008,
compared with net income of $2.6 million on revenues of
$127.8 million in the same period last year.

Retail revenues decreased $5.9 million, or 8.5%, to $63.2 million
from the comparable period in 2007.  Store merchandise sales
decreased approximately $5.4 million over the first quarter of
2007 due to a same store sales decrease of $8.5 million, or 16.5%,  
partially offset by a $3.1 million revenue increase from the
opening of 20 new stores over the past fifteen months.  Supplies
and other sales increased $900,000, and mail order sales decreased
$1.4 million.

Membership services revenues of $35.5 million for the first
quarter of 2008 increased by $1.5 million, or 4.4%, from the
comparable period in 2007.  

Publication revenues of $26.3 million for the first quarter of
2008 increased $1.6 million, or 6.3%, from the comparable period
in 2007.

Income from operations for the first quarter of 2008 totaling
$6.3 million decreased $2.9 million compared to the first quarter
of 2007.  This decrease was primarily due to increased operating
expenses of $2.1 million and reduced gross profit for retail
operations of $900,000, partially offset increased gross profit
for the publications operations of $100,000.

Non-operating items of approximately $5.9 million for the first
quarter of 2008 decreased $900,000 compared to the first quarter
of 2007 due to $800,000 of debt extinguishment expense associated
with the retirement of Senior Subordinated Notes in 2007, and a
$100,000 decrease in net interest expense.

The company recorded a $300,000 income tax expense for the first
quarter of 2008, compared to a $100,000 tax benefit for the first
quarter of 2007.

                 Liquidity and Capital Resources

At March 31, 2008, the company had debt totaling $295.2 million,
comprised of $37.8 million of variable rate debt and
$257.4 million of fixed rate debt, comprised of $100.0 million of
debt fixed through the interest rate swap agreement dated Oct. 15,
2007, $152.4 million of Senior Notes and $5.0 million of purchase
debt.  In comparison, the company's total debt at Dec. 31, 2007,
stood at $287.2 million.

Management believes that funds generated by operations together
with available borrowings under the company's revolving credit
line will be sufficient to meet all of the company's debt service
requirements, capital requirements and working capital needs over
the next twelve months.  

As of March 31, 2008, $9.6 million was outstanding under the
company's $35.0 million revolving credit facility.  

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?2efd

                       About Affinity Group

Headquartered in Ventura, California, Affinity Group Inc. --
http://www.affinitygroup.com/-- the nation's largest provider of  
outdoor recreation clubs, services, media and events, is the
parent company of the Good Sam Club and Trailer Life Publications.
The Good Sam Club is the world's largest RV owners' organization
with more than one million member families, and the Trailer Life
Directory is the most widely recognized and used campground
directory in North America.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Standard & Poor's Ratings Services revised its outlook on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., to stable from positive.  At the same time, S&P affirmed the
ratings, including the 'B' corporate credit rating, on the
company.


AINSWORTH LUMBER: Lenders and Capitalists Support Recapitalization  
------------------------------------------------------------------
Ainsworth Lumber Co. Ltd. obtained additional creditor and
shareholder support for its recapitalization transaction.  The
statement came after further negotiations among the company and
its major financial creditors and shareholders.  The company
expects to implement the recapitalization by July 30, 2008,
pursuant to the Canada Business Corporations Act.

As reported by the Troubled Company Reporter on June 23, 2008,
Ainsworth Lumber reached an agreement with its major financial
creditors regarding a recapitalization transaction.

Pursuant to the recapitalization, the company's debt burden will
be significantly reduced and liquidity will be materially
enhanced.  Implementation of a plan of arrangement necessary to
effect the Recapitalization in accordance with the CBCA is also
subject to final approval of the Supreme Court of British Columbia
and receipt of all necessary regulatory and stock exchange
approvals.

In particular, the company disclosed that holders of approximately
92% of the common shares of the company have entered into support
agreements under which they have agreed to vote in favor of and
support the recapitalization.  

Additionally, the company disclosed that, in addition to the
support agreement disclosed on June 18, 2008, with the majority
lenders under the company's June 26, 2007, credit agreement
agented by Goldman Sachs Credit Partners L.P., the requisite
lenders under the company's remaining term debt facilities have
agreed to consent to the recapitalization and to amend their
respective credit agreements to facilitate the Recapitalization.

The company noted that the terms and conditions of such additional
shareholder and lender support agreements were achieved with the
active participation and support of the company's noteholders
holding more than $650 million of the approximately $823 million
notes outstanding.

Under the recapitalization, the company's noteholders will
collectively receive 96% of the new common shares and common
shareholders will receive their pro rata share of 4% of the new
common shares and cashless warrants to receive additional new
common shares representing 8% of the new common shares, on a fully
diluted basis, if the company's equity market capitalization
exceeds USD1.2 billion before the expiry of the warrants.

Pursuant to the modifications, the term of the warrants will
expire after five years of the date of the recapitalization and
existing common shareholders as of the effective date of the
recapitalization will be given the right to receive their pro rata
share of 30.2% of the net proceeds received by the company, if
any, from any final adjudication or settlement of certain
litigation and claims against specified third parties.

Further details of the recapitalization were provided in an
information circular which was to be distributed to the company's
shareholders and noteholders on July 2, 2008.

                     About Ainsworth Lumber

Headquartered in Vancouver, British Columbia, Ainsworth Lumber Co.
Ltd. (TSX: ANS) -- http://www.ainsworth.ca/-- is a manufacturer  
of engineered wood products, such as oriented strand board (OSB)
and specialty overlaid plywood.  The company owns six OSB
manufacturing facilities, three in Canada, and three in northern
Minnesota.  

The company also has a 50% ownership interest in an OSB facility
located in High Level, Alberta.  Due to market conditions, the
company is presently operating three OSB facilities in Canada and
one OSB facility in Minnesota.

Ainsworth Lumber Co. Ltd.'s consolidated balance sheet at
March 31, 2008, showed C$1.05 billion in total assets and
C$1.12 billion in total liabilities, resulting in a roughly
C$75.2 million total stockholders' deficit.

                           *     *     *

As reported by Troubled Company Reporter on July 1, 2008, Moody's
Investors Service assigned 'Caa3' ratings to Ainsworth Lumber Co.
Ltd.'s proposed new senior unsecured debt and upgraded the
company's corporate family rating to 'Caa2' from 'Ca'.  The
upgrade reflects the company's announcement of a recapitalization
transaction to convert its existing unsecured notes into equity
and new debt, and the issuance of new debt to enhance liquidity.

                      Going Concern Doubt

As reported by Troubled Company Reporter on June 18, 2008,
the company believes that there exists reasonable doubt about the
its ability to continue as a going concern because of the
its current liquidity position and forecasted operating cash
flows and capital requirements for the next 12 months.  

In addition, the decline in demand for OSB in the U.S. residential
housing market and the significant appreciation of the Canadian
dollar against the U.S. dollar led to negative operating margins.   

Under the company's existing long-term and current indebtedness,
over the remainder of 2008 the company must provide for interest
payments of approximately C$62.0 million and principal payments of
C$8.5 million.  Under these circumstances, the company has
significant liquidity risk.


AIRPLANES REPACKAGED: Moody's Cuts Rating of 2004-2 Notes to B2
---------------------------------------------------------------
Moody's has downgraded the Class B Notes issued by Airplanes
Repackaged Transferred Securities Ltd., Series 2004-2, to B2.  The
rating on Class B Notes is based on (i) interest and principal
payments from certain notes issued through Lease Investment Flight
Trust, (ii) recovery rate on the principal portion of LIFT Notes,
and (iii) the structure of the transaction.

The assets of the trust consist of $30 million face amount of LIFT
Class A-1 and A-2 Notes, and $30 million face amount of Zero
Coupon Securities.  Interest payments from the LIFT Notes will be
available to pay the amounts due to the Class A Insurer, interest
on Class A Note and the expenses, and any remaining interest
payments will be available as excess spread payments to the Class
B Note Holders.

Principal payments on the LIFT notes will be used to retire Class
A principal.  At maturity, should any of the principal on the LIFT
Notes remain outstanding the proceeds from Zero Coupon Securities
will be used to retire the remaining Class A Notes, and then the
Class B Notes.

The complete rating action is:

Issuer: Airplanes Repackaged Transferred Securities Ltd., Series
2004-2

  -- Class B Notes maturing in 2031, downgraded to B2.

Moody's rating on the Class B Notes addresses the payment of
principal by the final legal maturity date.


AIRPLANES REPACKAGED: Moody's Gives B2 Rating to 2004-1 Notes
-------------------------------------------------------------
Moody's has downgraded the Class B Notes issued by Airplanes
Repackaged Transferred Securities Ltd., Series 2004-1, to B2.  The
rating on Class B Notes is based on (i) interest and principal
payments from certain notes issued through Lease Investment Flight
Trust, (ii) recovery rate on the principal portion of LIFT Notes,
and (iii) the structure of the transaction.

The assets of the trust consist of $156 million face amount of
LIFT Class A-1 and A-2 Notes, and $156 million face amount of Zero
Coupon Securities.  Interest payments from the LIFT Notes will be
available to pay the amounts due to the Class A Insurer, interest
on Class A Note and the expenses, and any remaining interest
payments will be available as excess spread payments to the Class
B Note Holders.

Principal payments on the LIFT notes will be used to retire Class
A principal.  At maturity, should any of the principal on the LIFT
Notes remain outstanding the proceeds from Zero Coupon Securities
will be used to retire the remaining Class A Notes, and then the
Class B Notes.

The complete rating action is:

Issuer: Airplanes Repackaged Transferred Securities Ltd., Series
2004-1

  -- Class B Notes maturing in 2031, downgraded to B2.

Moody's rating on the Class B Notes addresses the payment of
principal by the final legal maturity date.


ALLIED DEFENSE: Pirate Capital Discloses 1.2% Equity Stake
----------------------------------------------------------
Pirate Capital LLC beneficially owns 97,126 shares of common stock
in The Allied Defense Group Inc., representing 1.2% of Allied's  
8,021,491 outstanding shares, according to a U.S. Securities and
Exchange filing.  Pirate Capital manager Thomas R. Hudson Jr.
discloses 101,807 Allied equity ownership, representing 1.3% of
8,021,491 outstanding shares.

Pirate Capital and Mr. Hudson are deemed to have shared voting and
shared dispositive power with respect to an aggregate of 97,126
shares.  Mr. Hudson also has sole voting power and sole
dispositive power with respect to 4,681 shares.

A total of approximately $2,122,798 was paid to acquire these
shares.

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
(Amex: ADG) -- www.allieddefensegroup.com -- is a diversified
international defense and security firm which develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.

                        Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group 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 reported that in 2007 and 2006 the company suffered
losses from operations.  

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.


ALL VALLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: All Valley Properties LLC
        749 N Ralstin Street
        Meridian, ID 83642

Bankruptcy Case No.: 08-01272

Related Information: Larry Taylor, member, filed the petition on
                     the Debtor's behalf.

Chapter 11 Petition Date: June 30, 2008

Court: District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Randal J. French, Esq.
                  (rfrench@bauerandfrench.com)
                  PO Box 2730
                  Boise, ID 83701-2730
                  Tel: (208) 383-0090
                  Fax: (208) 383-0412

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

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

The Debtor did not file a list of unsecured creditors.


ALOHA AIRLINES: Trustee Wants to Hire Starman Bros. as Auctioneer
-----------------------------------------------------------------
Dane S. Field, the Chapter 7 Trustee for Aloha Airlines, Inc.,
asks the U.S. Bankruptcy Court for the District of Hawaii for
authority to employ Starman Bros. Auctions Inc. as auctioneer for
Aloha Airlines Inc. and its debtor-affiliates' aviation-related
personal property.  

The services of Starman Bros. is necessary to sell the Debtors'
aircraft inventory, ground support equipment, shop equipment,
aircraft and engines and other items of personal property as may
be designated by the Trustee.  

The Trustee selected Starman Bros. because of information received
by the Trustee that Starman Bros. is known in the airline industry
as competent auctioneers of aircraft, parts and related inventory.

Starman's proposed commissions range from 3% of gross sales for
aircraft, 3% of gross sales and a 2% buyer's premium for aircraft
engines, 4.5% of gross ales and a 2% buyer's premium for 737-700
aircraft inventory, and 4.5% of gross sales and buyer's permium of
5% for other property.

In lieu of Starman providing a bond as required by the Trustee in
connection with the former's retention as auctioneer for the
Debtors' aviation-related personal property, GMAC Commercial
Finance LLC has agreed to indemnify and hold the estate harmless
from any losses related to Starman's retention, pursuant to the
terms of the Indemnity Agreement among GMAC and Ms. Field.

All of the personal property and other assets of the Debtors'
estates are covered under a security agreement with GMAC
Commercial Finance LLC and therefore constitute GMAC's collateral.

To the best of the Trustee's knowledge, Starman does not hold or
represent any interest adverse to the Debtors or their estates.

                       About Aloha Airgroup

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

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

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

On April 29, 2008, the Bankruptcy Court converted the Debtors'
cases into chapter 7 liquidation proceedings.  The next day, the
United States Trustee appointed Dane S. Field to serve as chapter
7 trustee for the cases.  James Wagner, Esq., represents Mr.
Field.


ALVAN MOTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Alvan Motor Freight, Inc.
             3600 Alvan Road
             Kalamazoo, MI 49001

Bankruptcy Case No.: 08-21909

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        VZSG, LLC                                  08-21904

Type of Business: The Debtors provides transportation services.
                  See: http://www.alvanmotor.com/

Chapter 11 Petition Date: June 29, 2008

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtors' Counsel: Dennis M. Haley, Esq.
                   (ecf@winegarden-law.com0
                  G-9460 S. Saginaw Street, Suite A
                  Grand Blanc, MI 48439
                  Tel: (810) 579-3600

Total Assets: $22,193,000

Total Debts:  $19,545,000

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
New Penn Motor Express                               $754,016
625 S. Fifth Avenue
Lebanon, PA 17042-0630

Quick Fuel/Jacobus Energy, Inc.                      $467,258
1726 S. Harbor Drive
Milwaukee, WI 43207

Arnold Transportation                                $416,340
9523 Florida Mining Boulevard
Jacksonville, FL 32257

Central States, Southeast                            $355,000
And Southwest Areas
Pension Fund

Midland Transport, Ltd.                              $344,955

Norrenberns Truck Service                            $314,838

N & M Transfer                                       $241,925

Super Cartage Company, Inc.                          $220,000

Michigan Conference Of                               $220,000
Teamsters Welfare

Central States, Southeast                            $185,000
And Southwest Areas
Health And Welfare Fund

Lemmen Oil Company                                   $108,007

Accident Fund Insurance                              $96,657
Company Of America

Wonderland Tire Company                              $94,119
Inc.

Dot Line Transportation                              $76,682

Baldwin & Lyons, Inc.                                $75,968

Dohrn Transfer                                       $74,479

Amerigas Propane LP                                  $64,744

Edi Express                                          $62,511

Brenner Oil Co.                                      $56,128

2-K's, Ltd.                                          $54,759


AMBAC FINANCIAL: NYSE Suspends Trading in "Subpenny Halt"
---------------------------------------------------------
Trading of Ambac Financial Group, Inc., was suspended by the New
York Stock Exchange yesterday after the share price fell below
$1.05, Christine Richard at Bloomberg News reports.

Ambac declined 2 cents to $1.16 in over-the-counter trading,
according to Bloomberg.  Company shares have decline 99% the past
year, Bloomberg notes.

Ms. Richard said the NYSE called a "subpenny halt."   The NYSE
issues a "subpenny halt," Bloomberg explains, when the shares fall
below $1.05.  Trading will resume after the shares stay above
$1.10 for an entire day on another automated trading platform and
the shares may be subject to a six-month probationary period if
the average closing price drops below $1 over a six-month period.

Messages to Vandana Sharma, spokesperson for Ambac, seeking
comment were not immediately returned, Ms. Richard says.

                     About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. --
http://ir.ambac.com/-- is a holding company that provides   
financial guarantees and financial services to clients in both the
public and private sectors around the world through its principal
operating subsidiary, Ambac Assurance Corporation.  As an
alternative to financial guarantee insurance credit protection is
provided by Ambac Credit Products, a subsidiary of Ambac
Assurance, in credit derivative format.

                           *    *    *

The Troubled Company Reporter said on June 9, 2008, that Standard
& Poor's Ratings Services lowered its standard long-term ratings
on 20 Ambac Assurance Corp.-backed issues listed below to 'AA'
from 'AAA' and placed them on CreditWatch with negative
implications.  At the same time, Standard & Poor's lowered its
underlying ratings on seven Ambac Assurance Corp.-backed issues
listed below to 'AA' from 'AAA' and placed them on CreditWatch
with negative implications.  These actions follow Standard &
Poor's downgrade of Ambac Assurance Corp. to 'AA' from 'AAA' and
placement on CreditWatch with negative implications.

Ambac Financial Group Inc. said in a statement responding to the
rating actions by Standard & Poor's Rating Services that it is
disappointed by the actions taken by S&P, the TCR said on June 9.

The TCR related on June 30, 2008, that Fitch Ratings withdrew all
of its outstanding ratings on Ambac Financial Group, Inc., Ambac
Assurance Corp. and other related entities, and all ratings based
on insurance policies from Ambac's insurance subsidiaries.  The
action followed the decision by Ambac's management to cease
providing substantive non-public portfolio information used in
Fitch's capital analysis model, to discontinue previous full
interactive dialogue with Fitch analysts, and to request
withdrawal of Fitch's ratings.


AMERICAN EQUITY: S&P Holds 'BB+' Rating; Changes Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Equity Investment Life Holding Co. and its operating company,
American Equity Investment Life Insurance Co., to negative from
stable.
     
Standard & Poor's also said that it affirmed its 'BB+'
counterparty credit rating on AEIL and its 'BBB+' counterparty
credit and financial strength ratings on AEL.
      
"We revised the outlook to negative to reflect a new proposal by
the SEC to regulate the principal product sold by AEL," explained
Standard & Poor's credit analyst Kevin G. Maher.  "Such regulation
could require AEL to adopt or revamp its business and its
distribution models to continue with its current level of business
success.  Although AEL might be able to deal with this issue
over the longer term, there is the potential for disruption in
sales and profitability over the next two years."
     
Although the company is considering its various options and has a
strategy to deal with this issue, Standard & Poor's believes it
will be difficult for AEL to manage transition to a new business
or distribution model without causing disruptions in new sales in
2009 and beyond.  In the shorter run, management will be
challenged to keep the business focused on current performance and
goals.  AEL has increased leverage and reduced financial
flexibility with $16 million of stock repurchases in the first
quarter of 2008.  In total, the company announced it might
repurchase as many as 10 million common shares (about $80 million
at current stock prices) with funding from its bank credit line to
repurchase its own shares on the open market in 2008.
     
S&P could lower the rating if the company fails to keep pace with
the industry in changes in the equity-indexed annuity market in
terms of developing new registered distribution outlet or through
licensing of existing agents.  S&P will be looking for evidence of
successful business and distribution model evolution if the
regulation is enacted.  S&P could revise the outlook to stable
with the successful implementation of plans to address the
concerns of the SEC proposals and continued profitable growth of
new business.


ASARCO LLC: Court Permits Grupo Mexico to Submit Plan for Firm
--------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas permitted Grupo Mexico S.A. de C.V. to
submit a plan of reorganization for its bankrupt subsidiary,
ASARCO LLC, The Wall Street Journal reports.  Grupo Mexico, which
owns 100% of ASARCO's equity, proposes to pay all of ASARCO's
creditors in full.

Grupo Mexico's plan, which, according to Dow Jones Newswires, will
put up $2,700,000,000 in ASARCO, will compete with ASARCO's plans
to sell itself to Vedanta Resources Plc's subsidiary, Sterlite
Industries Ltd. Sterlite, in May this year, offered $2,600,000,000
to purchase substantially all of ASARCO's assets.

"Grupo Mexico lost control of ASARCO in December 2005 when the
U.S. Bankruptcy Court set up a board of three, giving Grupo Mexico
only one seat," Bloomberg News relates. "Grupo Mexico made several
unsuccessful attempts at regaining either complete or partial
control."

Throughout its chapter 11 case, ASARCO has resisted Grupo Mexico's
efforts to regain control, Joel Millman of the Journal writes.  
Asarco believes it was forced into bankruptcy in an attempt by
Grupo Mexico to avoid paying the firm's environmental liabilities
resulting from its mining activities, he adds.

Grupo Mexico asserts its competing chapter 11 plan, which it
intends to file by the end of September, would satisfy ASARCO's
many creditors.  ASARCO said it will file its own reorganization
plan by August 1.

ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts, L.L.P., in
Houston, Texas, acknowleged that Grupo Mexico's offer could be
higher than Vedanta but warned that the offer does not include a
deal with ASARCO's labor union or resolve ASARCO's environmental
liabilities, the Journal relates.

Various reports also point out that a $52 million breakup fee will
be payable to Sterlite if someone else like Grupo Mexico ends up
acquiring ASARCO.

The U.S. Bankruptcy Court's final ruling on which reorganization
proposal prevails reportedly will come before the end of the year.

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

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

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

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

ASARCO and its debtor affiliates have until July 2, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ATA AIRLINES: U.S. Trustee Wants Court to Deny Proposed Bar Date
----------------------------------------------------------------
Nancy Gargula, U.S. Trustee for Region 10, asks the U.S.
Bankruptcy Court for the Southern District of Indiana to deny
approval of the proposed deadline for creditors to file their
proofs of claim against ATA Airlines, Inc.

The U.S. Trustee says that ATA Airlines failed to list as
creditors in its schedules those passengers who purchased tickets
before April 3, 2008, for flights scheduled to occur after that
date, making it impossible to assess what type of notice of
bankruptcy to send to those passengers.

The U.S. Trustee points out that without the information, it is
impossible to determine the difficulty or cost of serving those
passengers with the notice.

"The Court should refrain from setting a claims bar date until
such time as the schedules are amended to include all of the
creditors of [ATA Airlines], including the prepaid passengers,
and the difficulty and cost of mailing actual notice to them
can be ascertained," she asserts.    

"Due to the failure to include the prepaid passengers on the
bankruptcy schedules, some of the passengers may be unaware of
the bankruptcy filing in this case until near the time of their
scheduled flights," she points out.  She further says that if the
scheduled flight is between August 15 and Sept. 2, 2008, some of
those passengers may not receive actual notice of the bankruptcy
until after the proposed bar date.

The U.S. Trustee suggests that the bar date for non-governmental
creditors should be set to October 2, 2008, in case the Court
grants ATA Airlines' request.

As reported in the Troubled Company Reporter on June 25, 2008,
Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, ATA Airlines, Inc., asked the Court to:

   (1) establish August 15, 2008, 5:00 p.m., as the deadline
       for creditors to file their proofs of claim against the
       estate;

   (2) establish September 29, 2008, as the deadline for
       governmental units to file their proofs of claims; and

   (2) fix the later of August 15, 2008, or give creditors 30
       days after receiving a notice of amendment of the
       airlines' schedules of assets and liabilities, to file
       their proofs of claim in connection with the amendment.

In connection with the rejection of its executory contracts and
unexpired leases, ATA Airlines asks the Court to (i) fix the
later of August 15, 2008; or (ii) give the creditors 30 days
after entry of an order approving the rejection, as the deadline
for filing their proofs of claim.


                      About ATA Airlines

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

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

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

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

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.

(ATA Airlines Bankruptcy News, Issue No. 85; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AVAYA INC: Weaker Business Conditions Cue S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Basking
Ridge, New Jersey-based Avaya to negative from stable, reflecting
recently weaker business conditions, lower profitability and
rising leverage.  The 'B' corporate credit rating and senior bank
loan ratings remains unchanged, as does the 'B-' rating on the
company's unsecured notes, as well as the '3' recovery rating on
the bank loan, indicating meaningful ( 50%-70%) expectation of
recovery; and '5' recovery rating on the unsecured notes,
indicating modest (10%-30%) expectation of recovery.
     
"The ratings on Avaya Inc. reflect its leveraged balance sheet and
significant competitive pressures, which more than offset its
solid position in the enterprise voice communications industry,
and a good base of recurring maintenance revenues," said Standard
& Poor's credit analyst Bruce Hyman.  Avaya is a major supplier of
voice communications equipment for enterprise customers, competing
against Cisco Systems Inc., Nortel Networks Corp., Siemens AG,
Alcatel Lucent, and others.

Avaya's revenues totaled about $5.3 billion in the fiscal year
ended Sept. 30, 2007.  While Avaya's good position as a leading
supplier in its industry continues, business conditions peaked in
the September 2007 quarter, and have weakened since then.  
Industry sources report that overall line shipments in the U.S. in
the March 2008 quarter were at the lowest level in three years,
and were down 12% year over year; additionally, competitor Cisco
Systems Inc. has gained market share from Avaya.  Industry volumes
correlate closely with economic cycles, and S&P believe there is a
significant possibility that weak market conditions will persist
for several quarters.


BABSON CLO: Moody's Places Ba2 Rating to Class E Junior Notes
-------------------------------------------------------------
Moody's Investors Service has assigned these ratings to notes
issued by Babson CLO Ltd. 2008-II:

  -- Aaa to the $307,000,000 Class A- 1 Senior Notes due 2018;
  -- Aa1 to the $10,000,000 Class A-2 Senior Notes due 2018;
  -- Aa2 to the $12,500,000 Class B Senior Notes due 2018;

  -- A2 to the $20,500,000 Class C Deferrable Mezzanine Notes due
     2018;

  -- Baa2 to the $11,500,000 Class D Deferrable Mezzanine Notes
     due 2018;

  -- Ba2 to the $12,500,000 Class E Deferrable Junior Notes due
     2018.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Babson Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the issuer.


BANC OF AMERICA: Moody's Assigns Low-B Rating to Three Securities
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Banc of America Commercial Mortgage Trust
2008-1.  The provisional ratings issued on June 23, 2008 have been
replaced with these definitive ratings:

  -- Class A-1, $21,000,000, rated Aaa
  -- Class A-2, $28,000,000, rated Aaa
  -- Class A-3, $75,000,000, rated Aaa
  -- Class A-SB, $34,000,000, rated Aaa
  -- Class A-4, $505,550,000, rated Aaa
  -- Class A-1A, $225,233,000, rated Aaa
  -- Class A-M, $126,969,000, rated Aaa
  -- Class A-J, $79,355,000, rated Aaa
  -- Class XW, $1,269,690,801*, rated Aaa
  -- Class B, $14,284,000, rated Aa1
  -- Class C, $14,284,000, rated Aa2
  -- Class D, $11,109,000, rated Aa3
  -- Class E, $11,109,000, rated A1
  -- Class F, $11,109,000, rated A2
  -- Class G, $12,696,000, rated A3
  -- Class H, $14,284,000, rated Baa1
  -- Class J, $14,284,000, rated Baa2
  -- Class K, $14,284,000, rated Baa3
  -- Class L, $11,109,000, rated Ba1
  -- Class M, $4,761,000, rated Ba2
  -- Class N, $6,348,000, rated Ba3
  -- Class O, $3,174,000, rated B1
  -- Class P, $4,761,000, rated B2
  -- Class Q, $3,174,000, rated B3

*Approximate notional amount


BEAR STEARNS: Moody's Junks Seven Net Interest Margin Securities
----------------------------------------------------------------
Moody's Investors Service has downgraded seven net interest margin
securities issued by Bear Stearns Structured Products.  These NIM
transactions rely on excess spread and prepayment penalties
generated by the underlying residential mortgage backed
securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  These
securities have been downgraded based upon performance on the
underlying transactions that has negatively impacted future
residual payments to the NIM holders.

The complete list of rating actions is:

Issuer: BSSP NIM Trust 2004-QA1

  -- Notes, Downgraded to Caa2 from B1

Issuer: BSSP NIM Trust 2007-N2 Notes, Series 2007-N2-VIII

  -- Cl. VIII-A-1, Downgraded to Caa1 from Baa3

Issuer: BSSP NIM Trust 2007-N2 Notes, Series 2007-N2-X

  -- Cl. X-A-2, Downgraded to Ca from Baa3

Issuer: BSSP NIM Trust 2007-N3 Notes, Series 2007-N3-IV

  -- Cl. IV-A-1, Downgraded to Ca from A3
  -- Cl. IV-A-2, Downgraded to Ca from Baa3

Issuer: BSSP NIM Trust 2007-N3 Notes, Series 2007-N3-V

  -- Cl. V-A-1, Downgraded to Caa2 from Baa3

Issuer: Bear Stearns Structured Products Inc. NIM Trust 2007-N1

  -- Cl. I-A-1, Downgraded to Ca from A3


BELLACH'S LEATHER: Owner Says He is Victim of "Bankruptcy System"
-----------------------------------------------------------------
Jerome Bellach, owner of Bellach's Leather Furniture for Living
Inc., said that a report of The Deal's John Blakeley regarding a
conversion of his company's chapter 11 case to a chapter 7
liquidation proceeding was inaccurate.

Mr. Blakeley reported a week ago that the U.S. Bankruptcy Court
for the Northern District of California converted Bellach's
Leather's case.

Mr. Bellach, The Deal relates, reportedly hurled blame on an
uncaring attorney and a "good 'ol [sic] boys club" in the
bankruptcy system, which are posted on the company's Web site.  
The site stated that the Santa Rosa Bankruptcy Court, from
attorneys to trustees are motivated by greed and "are intent on
destroying a company."  Mr. Bellach went on to show "a few
examples of how they -- attorneys, judge and U.S. Trustee -- are
collectively working against Bellach's."

Mr. Blakeley explained that his report on the case conversion was
"practically . . .  lifted from court papers."  The reporter said
that Mr. Bellach showed he was an honest investor victimized by
the system.

Mr. Blakeley said that Mr. Bellach isn't the first nor the last to
criticize the federal bankruptcy system.  He added that the
troubled company's owner is in the least making his story "much
more interesting."

             Debtor Has No Prospect of Reorganization,
                       Case Trustee Says

As reported in the Troubled Company Reporter on June 20, 2008,
Andrea Wurim, chapter 11 trustee in Bellach's bankruptcy case,
sold the Debtors' assets sub par and fired its employees, much to
the disappointment of owner Mr. Bellach.

Mr. Bellach filed for bankruptcy in the hope of reorganizing
successfully under chapter 11 protection.  "There is no revenue
coming in but we still have overhead," Mr. Bellach explained.

However, according to the Trustee, the Debtor has "virtually no
prospect for organization" since it had continuing losses of
$200,000 per month.  In addition, Mr. Bellach failed to pay
payroll and certain taxes, and refused to submit financial
documents to the Court.

David Chandler, Esq., has filed a motion to be dismissed as the
Debtor's counsel.

                      About Bellach's Leather

Based in Belvedere, California, Bellach's Leather For Living Inc.
has manufactured furniture, furniture coverings, and various
upholstery for nearly 70 years.  The company filed for Chapter 11
protection on March 3, 2008 (Bankr. N.D. Calif. Case No. 08-
10362).  David N. Chandler, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $1,596,000, and total
debts of $4,006,624.


BLACK GAMING: S&P Junks Credit Rtng. on Weak Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Mesquite, Nevada-based Black Gaming LLC.  The corporate credit
rating was lowered to 'CCC' from 'B-'.  The ratings were removed
from CreditWatch, where they were placed with negative
implications on June 5, 2008.  The rating outlook is negative.
     
"The rating downgrade reflects Black Gaming's continued weak
operating performance and tightening liquidity position," said
Standard & Poor's credit analyst Melissa Long.  "While liquidity
is expected to be sufficient to meet obligations in the next few
quarters, Black Gaming will face increased debt service
requirements in about a year when interest expense under its
senior subordinated notes becomes due in cash, adding about
$8.4 million to annual debt service.  This issue is compounded by
the challenging operating environment, which is resulting in low-
double-digit declines in EBITDA for the company."
     
The negative operating trends have been triggered by downward
pressure from a softening economy, including the weak housing
market and higher gas prices.  S&P anticipate that the difficult
operating environment will continue at least through the end of
2008, limiting the potential for improvement to the company's
profitability measures.  Credit measures remain weak, and are
getting worse as EBITDA declines and as the subordinated notes
continue to accrete.  For the 12 months ended March 31, 2008,
total debt to EBITDA was 9.9x and interest coverage was 0.9x.
     
The 'CCC' rating reflects Black Gaming's tightening liquidity
position, highly leveraged financial profile, and reliance on a
single market.  Located 80 miles north of Las Vegas at the
intersection of Nevada, Arizona, and Utah, Black Gaming is an
owner and operator of three Mesquite casinos: the CasaBlanca Hotel
& Casino, the Oasis Hotel & Casino, and the Virgin River Hotel &
Casino.  

In addition, the company owns about 90 total acres of
undeveloped land near its properties and the Mesquite Star Hotel &
Casino, which currently is a non-operating casino used for special
events and overflow hotel traffic.  These casinos are visible from
Highway 15, an interstate extending from California to the
Canadian border in Montana, and are easily accessible.  The
Mesquite gaming market is a relatively small market, producing
about $160 million in annual gross gaming revenue.  Black Gaming
operates three of the four casinos in the market.


BLUE DIAMONDS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Blue Diamonds, Inc.
        P.O. Box 50579
        New Orleans, LA 70150

Bankruptcy Case No.: 08-11538

Related Information: Scott E. Veazy, president, filed the petition
                     on the Debtor's behalf.

Chapter 11 Petition Date: July 1, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Claude C. Lightfoot, Jr., Esq.
                  (attorney@claudelightfoot.com)
                  Claude C. Lightfoot, Jr. P.C.
                  424 Gravier Street, Third Floor
                  New Orleans, LA 70130
                  Tel: (504) 838-8571
                  Fax : (504) 838-8572

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

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

The Debtor did not file a list of unsecured creditors.


BROADWAY CARE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Broadway Care Center of Maple Heights LLC
        16231 Broadway Avenue
        Maple Heights, OH 44137

Bankruptcy Case No.: 08-52349

Related Information: Sally Schwartz, member, filed the petition,
                     on the Debtor's behalf.

Chapter 11 Petition Date: June 27, 2008

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Theodore T. Mairanz, Esq.
                  39 Broadway, 25th Floor
                  New York, NY 10006
                  Tel: (212) 269-1000
                  (tmairanz@ngmpc.com)

Committee Counsel: Kate M. Bradley, Esq.
                   (kbradley@brouse.com)
                   Brouse McDowell
                   388 S. Main Street, Suite 500
                   Akron, OH 44311
                   Tel: (330) 535-5711

Estimated Assets: $500,000 to $1,000,000

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

A copy of the Debtor's list of unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb08-52349.pdf


C-BASS MORTGAGE: Moody's Junks Ratings of Eight Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of sixteen
tranches issued in four transactions from the C-BASS Mortgage Loan
Asset-Backed Certificates Series RP and SP shelves.  The
collateral backing each tranche consists primarily of first lien
adjustable-rate and fixed-rate "reperforming" and seasoned
mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many "reperforming" pools
originated since 2004 are exhibiting higher than expected rates of
delinquency, foreclosure, and REO.

The rating adjustments will vary based on level of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are:

Issuer: C-BASS 2003-RP1 Trust

  -- Cl. M-2, Downgraded to Baa3 from Baa1

  -- Cl. B-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from B1

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-RP2

  -- Cl. M-3, Downgraded to Baa1 from A3
  -- Cl. B-1, Downgraded to Ba3 from Baa1

  -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3
  -- Cl. B-4, Downgraded to Caa3 from Ba1

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-RP1

  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba3 from A3
  -- Cl. M-4, Downgraded to Caa1 from Baa1
  -- Cl. M-5, Downgraded to Caa2 from Baa2
  -- Cl. M-6, Downgraded to Ca from Baa3
  -- Cl. B, Downgraded to C from Ba1

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SP1

  -- Cl. M-10, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to Caa1 from Ba2


CALABASAS ROAD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Calabasas Road, Inc.
        3355 Overland Avenue
        Los Angeles, CA 90034

Bankruptcy Case No.: 08-19700

Related Information: Abraham Gottlieb, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 1, 2008

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Moises S. Bardavid, Esq.
                  (mbardavid@hotmail.com)
                  16133 Ventura Blvd., 7th Floor
                  Encino, CA 91436
                  Tel: (213) 252-0630
                  Fax: (213) 252-0631

Estimated Assets: $1,500,000

Estimated Debts:  $1,300,000

The Debtor did not file a list of unsecured creditors.


CALHOUN CONTRACTING: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor:  Calhoun County Contracting Corporation
         dba Metro East Sand Inc., a wholly owned subsidiary
         Harry D. Rimbey
         2145 Catalina Lane
         Springfield, IL 62702

Bankruptcy Case No.: 08-31414

Chapter 11 Petition Date: June 30, 2008

Court:  Southern District of Illinois (East St. Louis)

Debtors' Counsel:  Donald M. Samson, Esq.
                   226 W Main St.
                   Suite 102
                   Belleville, IL 62220
                   Tel: (618) 235-2226
                   Email: dnldsamson@yahoo.com

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

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

A full-text copy of the Debtor's petition and a list of its 20
largest unsecured creditors are available at no charge at:

     http://bankrupt.com/misc/ilnb08-31414.pdf


CEDAR CITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cedar City 173, LLC
        2220 Village Walk Dr., Ste. 3203
        Henderson, NV 89052

Bankruptcy Case No.: 08-17168

Type of Business: The Debtor engages in real estate business.

Chapter 11 Petition Date: July 1, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Barry Levinson, Esq.
                  Email: lscunningham1@excite.com
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702)- 836-9699

Estimated Assets: $1 million to $10 million

Estimated Debts:          Less than $50,000

The Debtor does not have any creditors who are not insiders.


CHAD THERAPEUTICS: Rose Snyder Expresses Going Concern Doubt
------------------------------------------------------------
Rose, Snyder & Jacobs raised substantial doubt on the ability of
CHAD Therapeutics Inc. to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.  The auditor reported that the company has
disposed of all of its assets related to its oxygen business, from
which it generated all of its revenue, and has sustained recurring
operating losses from operations.

CHAD Therapeutics, Inc., is now working exclusively on the
development and commercialization of diagnostic and therapeutic
devices for the sleep disorder market.  In February and March
2008, the company sold all of its oxygen product assets and exited
the oxygen market entirely.  The company closed its production
facilities located in Chatsworth, Calif., in June 2008, and there
will be no further costs or revenues associated with its former
oxygen product line.  The company is developing diagnostic and
therapeutic products for the sleep disorder market.  It expects to
receive 510k clearance for its first product in July 2008.  
Currently, the company is not generating revenues from the sleep
products it has in development.

The company posted a net loss of $8,603,000 on interest income of
$27,000 for the year ended March 31, 2008, as compared with net
loss of $3,414,000 on interest income of $62,000 in the prior
year.

At March 31, 2008, the company's balance sheet showed $3,542,000
in total assets, $2,369,000 in total liabilities, and $1,173,000
in total stockholders' equity.  

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,721,000 in total current assets
available to pay $2,369,000 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2efa

CHAD Therapeutics, Inc., develops, manufactures, and markets
products for the sleep disorder market. CHAD Therapeutics was
founded in 1982 and is based in Chatsworth, California.


CHESAPEAKE ENERGY: Inks $1.65 Billion Joint Venture Deal with PXP
-----------------------------------------------------------------
Chesapeake Energy Corporation and Plains Exploration & Production
Company entered into a Haynesville Shale joint venture in North
Louisiana and East Texas.  PXP has agreed to acquire a 20%
interest in Chesapeake's Haynesville Shale leasehold as of June
30, 2008 for $1.65 billion in cash.  In addition, PXP has agreed
to fund 50% of Chesapeake's 80% share of drilling and completion
costs for future Haynesville Shale JV wells over a several year
period until an additional $1.65 billion has been paid.  
Chesapeake estimates that its Haynesville leasehold as of June 30,
2008, was approximately 550,000 net acres.

As a result of the transaction, PXP will hold approximately
110,000 net acres of this leasehold and Chesapeake will hold
approximately 440,000 net acres.  Chesapeake plans to continue
acquiring leasehold in the Haynesville Shale play and PXP will
have the right to a 20% participation in any such additional
leasehold.

The companies currently plan to develop the Haynesville Shale
using 80 acre spacing, which could support the drilling of up to
6,875 horizontal wells on the leasehold. Assuming that per well
estimated ultimate reserves average between 4.5 and 8.5 billion
cubic feet of natural gas equivalent, the companies' present
Haynesville Shale leasehold could hold net unrisked unproved
reserve potential of 23-44 trillion cubic feet of natural gas
equivalent (after deducting an assumed average royalty burden of
25%).  Chesapeake is currently utilizing five operated rigs in the
Haynesville Shale play and anticipates operating at least 12 rigs
by year-end 2008, at least 30 rigs by year-end 2009 and up to 60
rigs by year-end 2010.  Under this planned rig allocation, the
companies anticipate drilling at least 600 wells over the next
three years.

"We are pleased to announce this joint venture with PXP and
believe it creates substantial value for both companies," Aubrey
K. McClendon, Chesapeake's Chief Executive Officer, commented.  
"This transaction establishes a $16.5 billion valuation for our
Haynesville Shale leasehold, all of which is located in the Core
Area of this very significant discovery.  We believe it also
provides an important validation of Chesapeake's strategy of being
a first mover in discovering and developing new unconventional
resource plays.  The $1.65 billion in cash we are receiving from
PXP and the additional $1.65 billion commitment will help fund a
substantial portion of Chesapeake's Haynesville Shale leasehold,
drilling and completion costs over the next few years, providing
us with exceptional finding costs from this play of less than
$1.00 per thousand cubic feet of natural gas equivalent.

"We have achieved outstanding drilling results in the play to date
and believe Chesapeake's expertise in developing shale plays
provides us with an opportunity to see even better results in the
months and years ahead.  The initial production rates on the eight
horizontal wells we have completed have ranged from 5 to 15
million cubic feet of natural gas equivalent per day on restricted
chokes at flowing casing pressures of up to 6,500 PSI.  We believe
these truly exceptional wells would have been capable of even
greater initial production rates if produced on open chokes as
Barnett and Fayetteville Shale wells commonly are produced.  These
production rates and flowing casing pressures, along with our
geoscientific and petrophysical analysis of over 70 wells that
have penetrated the Haynesville Shale to date, give us confidence
that our mid-point EUR estimate of 6.5 bcfe for the Core Area of
the Haynesville Shale is currently appropriate.  This compares
quite favorably to our Barnett Shale Core Area EUR average range
of 2.5-3.0 bcfe and our Fayetteville Shale Core Area average range
of 2.2-2.8 bcfe.  To date, our costs to drill and complete
horizontal Haynesville Shale wells have averaged approximately
$6.5 million and we anticipate that we will be able to reduce
these costs by at least 10% once full-scale development of the
play is underway based on other shale play experience.

"There has been substantial industry interest in our leasehold in
the past few months and we chose PXP as our partner because of our
long relationship with its management team, its successful record
as an effective industry partner in major projects and strong
historic presence in the Louisiana energy industry.  We look
forward to working with PXP on this significant opportunity and
generating meaningful new supplies of clean-burning natural gas
for American consumers while also benefiting our respective
shareholders."

"Due to PXP's strong financial position from its high cash flow,
conservatively managed balance sheet and recently expanded
borrowing capacity under its revolving credit facility, we are in
a position to invest in this unique Haynesville Shale play
opportunity and to partner with Chesapeake, the premier resource
play operator in the U.S. and the dominant driver in the
Haynesville Shale play," James C. Flores, PXP's Chairman,
President and Chief Executive Officer, commented.  "Chesapeake has
amassed the leading leasehold position in the Core Area of the
play that could support the drilling of up to 6,875 future
drilling locations.  In addition, Chesapeake has built a talented,
large and experienced geoscientific, land, drilling and
engineering Haynesville Shale team.

"We believe that Chesapeake's unrivaled experience in drilling and
completing shale wells throughout the U.S., its large rig fleet
and aggressive Haynesville Shale development program will provide
PXP with attractive operational costs of approximately $1.83 per
mcfe and, using $8 NYMEX natural gas prices and the median reserve
estimate, generates an attractive return on investment while
accelerating production and reserve growth significantly beyond
our earlier projections.  With the addition of the Haynesville
Shale position, PXP expects to have organic production growth of
greater than 20% compounded annually and reserve growth of greater
than 10% compounded annually.  We now anticipate our current net
proved reserves of 600 million barrels of oil equivalent will
reach approximately 1 billion boe by 2012.

Jefferies Randall & Dewey acted as advisor to Chesapeake and J.P.
Morgan Securities Inc. and Lehman Brothers Inc. acted as advisors
to PXP on the transaction.

               About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/ -- is an independent oil
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

               About Chesapeake Energy Corporation
    
Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas     
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As disclosed in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service assigned Ba3 (LGD 4; 62%) ratings to
Chesapeake Energy's pending $800 million offering of ten year
senior unsecured notes and $1 billion or more offering of thirty
year contingent convertible senior notes.  Moody's also moved the
rating outlook up to stable from negative.  Moody's also affirmed
CHK's Ba2 corporate family, Baa3 hedge facility, Ba2 probability
of default, SGL-3 liquidity ratings, and existing Ba3 note ratings
but changed the LGD statistics from LGD 4; 61% to LGD 4; 62%.

Standard & Poor's Ratings Services assigned its 'BB' rating to
Chesapeake Energy Corp.'s proposed $800 million senior notes due
2018 and $500 million in contingent senior notes due 2038.  The
recovery rating is '4', indicating our expectation of average
(30%-50%) recovery in the event of a payment default.  The outlook
remains positive.


CHEVY CHASE: Moody's Cuts Ratings of 70 Classes of Certificates
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 70
tranches from 11 Option ARM transactions originated by Chevy
Chase.  Thirteen tranches remain on review for possible further
downgrade.  Additionally, 18 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-2

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

  -- Cl. B-3, Downgraded to Baa2 from A3
  -- Cl. B-4, Downgraded to B2 from Ba2
  -- Cl. B-5, Downgraded to Caa2 from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-3

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

  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-4

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

  -- Cl. B-3, Downgraded to Baa2 from Baa1
  -- Cl. B-4, Downgraded to Caa2 from Ba1
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-B

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

  -- Cl. B-4, Downgraded to Caa1 from Ba2
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-C

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

  -- Cl. B-4, Downgraded to B2 from Ba2
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-1

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

  -- Cl. B-2, Downgraded to A2 from Aa2
  -- Cl. B-2I, Downgraded to A2 from Aa2
  -- Cl. B-2NA, Downgraded to A2 from Aa2
  -- Cl. B-3, Downgraded to B1 from A2
  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-2

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

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

  -- Cl. B-1, Downgraded to Aa3 from Aa1
  -- Cl. B-1I, Downgraded to Aa3 from Aa1
  -- Cl. B-1NA, Downgraded to Aa3 from Aa1
  -- Cl. B-2, Downgraded to Ba2 from Aa3
  -- Cl. B-2I, Downgraded to Ba2 from Aa3
  -- Cl. B-2NA, Downgraded to Ba2 from Aa3

  -- Cl. B-3, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-3

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

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

  -- Cl. B-1, Downgraded to A1 from Aaa
  -- Cl. B-1I, Downgraded to A1 from Aaa
  -- Cl. B-1NA, Downgraded to A1 from Aaa
  -- Cl. B-2, Downgraded to Ba2 from Aa2
  -- Cl. B-2I, Downgraded to Ba2 from Aa2
  -- Cl. B-2NA, Downgraded to Ba2 from Aa2

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

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

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

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-4

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

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

  -- Cl. B-1, Downgraded to Baa2 from Aaa
  -- Cl. B-1I, Downgraded to Baa2 from Aaa
  -- Cl. B-1NA, Downgraded to Baa2 from Aaa
  -- Cl. B-2, Downgraded to B1 from Aa2
  -- Cl. B-2I, Downgraded to B1 from Aa2
  -- Cl. B-2NA, Downgraded to B1 from Aa2

  -- Cl. B-3, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2007-1

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

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

  -- Cl. B-1, Downgraded to Baa1 from Aaa
  -- Cl. B-1I, Downgraded to Baa1 from Aaa
  -- Cl. B-1NA, Downgraded to Baa1 from Aaa
  -- Cl. B-2, Downgraded to Ba3 from Aa2
  -- Cl. B-2I, Downgraded to Ba3 from Aa2
  -- Cl. B-2NA, Downgraded to Ba3 from Aa2

  -- Cl. B-3, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to Caa1 from A2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2007-2

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

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

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

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

  -- Cl. B-1, Downgraded to Ba3 from Aaa
  -- Cl. B-1NA, Downgraded to Ba3 from Aaa
  -- Cl. B-1I, Downgraded to Ba3 from Aaa
  -- Cl. B-2, Downgraded to B2 from Aa2
  -- Cl. B-2I, Downgraded to B2 from Aa2
  -- Cl. B-2NA, Downgraded to B2 from Aa2

  -- Cl. B-3, Downgraded to Caa1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to Caa1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to Caa1 from A1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2


CHRYSLER LLC: June 2008 Sales in Canada Increase 1% Over Last Year
------------------------------------------------------------------
Chrysler Canada extended its sales success to 23 consecutive
months of year-over-year growth.  In a down market, the company
sold 22,194 vehicles in June, an increase of 1% over June 2007,
and gained almost one full percentage point of market share.

The Dodge Ram pickup truck bucked the trend and rolled over its
competitors to capture 22% of the full-size pickup segment in
Canada, a record high June share of segment.  Year-to-date Dodge
Ram pickup truck sales are up 3% in a segment that is down 12%.

"Despite rising fuel costs, the vast majority of Canadian truck
buyers still need a truck for its work-related utility," Reid
Bigland, President and CEO of Chrysler Canada, said.  "Although
the Ram is a great-looking truck, our buyers are not interested in
making a fashion statement.  They want a powerful, yet fuel-
efficient truck that works as hard as they do.  No other truck has
the combination of durability, great interior space and fuel
efficiency (up to 27 mpg Highway) as that of the Ram truck.  Hard-
working Canadians will not accept a substitute. The Dodge Ram is
on track for another record year."

                         June Highlights

The all-new Dodge Journey remained firmly in the number one
position as the best-selling crossover vehicle in Canada in June,
up 25 percent over last month.  "The Dodge Journey is ideally
suited to the Canadian marketplace," Mr. Bigland said.  "With
seven-passenger seating, a price point of under $20,000 and fuel
economy of up to 36 mpg, there is no wonder it has become Canada’s
No. 1-selling crossover."

The Jeep Grand Cherokee helped drive Chrysler Canada's solid
results in June, with 75% of Grand Cherokee retail customers
selecting the fuel-efficient and eco-friendly 3.0L Mercedes clean
diesel engine. This engine offers class-leading torque,
outstanding towing capacity (7,400 pounds), and class-leading
driving range of approximately 750 kilometres.  Clean diesel
technology improves fuel economy by up to 30% and has
approximately 20% fewer CO2 emissions.

The Jeep Patriot, Jeep Compass, and Dodge Caliber trio also
recorded another outstanding month with combined sales of 5,412,
up 40 percent versus last year, thanks to the available fuel-
sipping four-cylinder engine.  In June, 33% of vehicles sold at
retail by Chrysler Canada were equipped with a version of the
World Engine, the company's most fuel-efficient powertrain.  This
family of 1.8-litre, 2.0-litre and 2.4-litre engines were jointly
developed by Chrysler LLC, Hyundai Motor Company and Mitsubishi
Motors Corporation, a successful partnership that launched the
right engine at the right time.

                    July Sales Promotions

Chrysler Canada is pleased to offer Canadians two aggressive sales
promotions in July as it looks to build on its position as the
second highest selling manufacturer in Canada.  Chrysler will
communicate to the market its combination of reduced purchase
prices and free gas for six months with its "Take a Free Ride into
2009" program.

"The combination of our lowest purchase prices ever on key
products, such as Dodge Ram and Dodge Grand Caravan, and free gas
for six months is going to shake up the market," according to Mr.
Bigland.  "In today's economy, consumers have to shop very
carefully to find the best, and smartest, deals out there.  
Chrysler's approach to the market is to lead with aggressive,
historically low prices on our most popular vehicles.  People want
to know the price they can buy a vehicle for up front.  No
gimmicks, fine print or hidden fees, just low prices, with free
gas thrown in as a bonus."

The Dodge Ram pickup, the fifth-highest selling vehicle in Canada
last year, is available for a discount of up to $10,500 plus free
gas for six months.  Even the highly-equipped Dodge Ram 4 x 4 SXT
Quad Cab is on sale at the all-time best price of $24,750.  This
is no stripped-down model: $24,750 gets you the 5.7L Hemi(R)
engine with fuel-saving MDS, 17-inch chrome wheels, air
conditioning, power locks, and much more.

Customers will also find a great deal on Canada's best-selling
minivans with the "Canadian Value" package.  For $18,999, shoppers
can get a Dodge Grand Caravan with all their favourite features
like the industry-exclusive Stow n' Go(R) seating and storage
system, Electronic Stability Program, ABS, side curtain airbags,
air conditioning, remote keyless entry, MP3/CD, deep tint glass
and much more.

Chrysler Canada will also be the only automaker to offer 2 mid-
sized sedans that achieve 40+ MPG for under $18,000 -- the Dodge
Avenger and Chrysler Sebring.  A well-equipped 2008 Dodge Avenger
will be available for its lowest price ever in Canada -- $17,999
for a vehicle that includes VVT 16v DOHC 4-cylinder, automatic
transmission, air conditioning, power windows, locks and mirrors,
and much more. Other deals for July include the all-new Dodge
Journey for $19,250 and the Jeep Liberty for $23,999.

"Take a Free Ride into 2009" is Chrysler Canada's newest
innovative incentive program. During the month of July, Chrysler
Canada will pay customers' gas charges for six months on all 2008
vehicles (excluding Dodge Viper, Challenger, and Sprinter), as
well as offer cash discounts of up to $10,500 on selected
vehicles.

The "Take a Free Ride into 2009" initiative is in direct response
to customer feedback that cites unpredictable, rising gas prices
as a major shopper concern.  As gas prices are at record high
levels, this new incentive program gives customers the opportunity
to cut their fuel costs and increase their savings.

"Canadian consumers can manage fuel price uncertainty even better
by taking advantage of our free gas offer in combination with the
purchase of one of our 20 Chrysler, Dodge and Jeep vehicles that
offer 30+ mpg," Dave Buckingham, Vice President - Sales, Chrysler
Canada, said.  "We offer buyers more choice and flexibility than
ever before."

                       About Chrysler

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

                            *     *     *

As reported in the Troubled Company Reporter June 24, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of Chrysler LLC, but changed the
outlook to negative from stable.  The change in outlook reflects
the increasingly challenging environment faced by Chrysler as the
outlook for US vehicle demand falls, and as high fuel costs drive
US consumers away from light trucks and SUVs, and toward more fuel
efficient vehicles.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.  


CHRYSLER LLC: To Close St. Louis Minivan Plant; Cuts 2,400 Jobs
---------------------------------------------------------------
Chrysler LLC intends to idle a St. Louis minivan plant, The Wall
Street Journal reports.  In addition, it will also remove a work
shift at a nearby truck plant during the last quarter of this
year.

These moves are line with the majority interest holder Cerberus
Capital Management L.P.'s business plans, which expects Chrysler
to lose money during 2007 and 2008, WSJ cites sources who know
about the matter.  The company's vehicle sales forecasts are
expected to drop to a rate of 12.8 million compared to an annual
rate of 16.3 million the previous year.

Chrysler also revealed that around 2,400 employees will be laid-
off.

"The market is at a fairly slow point. . . . [If] we want to
continue to meet or exceed our financial targets, we have to move
responsibly," the WSJ quotes Chrysler vice-chairman, Jim Press, as
saying.  WSJ notes that minivan sales have dropped for several
consecutive years.

                        About Chrysler LLC

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

                          *     *     *

As reported in the Troubled Company Reporter June 24, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of Chrysler LLC, but changed the
outlook to negative from stable.  The change in outlook reflects
the increasingly challenging environment faced by Chrysler as the
outlook for US vehicle demand falls, and as high fuel costs drive
US consumers away from light trucks and SUVs, and toward more fuel
efficient vehicles.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.


CIRCUIT CITY: Blockbuster Withdrawal Could Signal Bankruptcy
------------------------------------------------------------
Pallavi Gogoi at BusinessWeek suggests that a chapter 11
bankruptcy filing may be in the offing for Circuit City after
Blockbuster Inc. decided to withdraw its offer to acquire the
electronics retailer.

Wall Street is betting that could be a possibility, Mr. Gogoi
says.

"Circuit City is in very serious trouble, and any scenario is
possible today," Mr. Gogoi quotes Nick McCoy, senior consultant at
TNS Retail Forward, a research firm, as saying.

Mr. Gogoi notes that Circuit City spokesman Bill Cimino has said
the company has adequate liquidity to survive several quarters, if
not years.  Mr. Cimino, according to Mr. Gogoi, said a Chapter 11
filing is not part of the strategic alternatives that the company
is looking at.

Mr. Gogoi points out that Circuit City shares currently trade at
over $2 after Blockbuster made its decision and that the company's
market capitalization is $368,000,000.  Mr. Gogoi says the amount
is pocket change for a large private equity firm.

However, Mr. Gogoi says any buyout involving a private equity firm
might take place under a chapter 11 reorganization plan so the
buyer could take advantage of the sale provisions under Section
363 of the Bankruptcy Code.  According to Mr. Gogoi, a bankruptcy
filing could address a key problem that Circuit City CEO Philip
Schoonover has often pointed to -- which is that many of the
company's 682 stores are in poor and underperforming locations,
and would be expensive to close because they have long-term
leases.

The Deal's Maria Woehr relates that after Blockbuster, Carl Icahn,
Wal-Mart Stores Inc. or Sears Holdings Corp. could bid for Circuit
City.  Ms. Woehr explains that Mr. Icahn was supportive of
Blockbuster's bid and there was speculation he would finance that
deal.

Ms. Woehr relates that Wal-Mart is building up its electronic
service unit and could use Circuit City's brand in a store-within-
a-store concept.  The Deal's Michael Rudnick has reported that
Wal-Mart could potentially acquire an electronics installation and
services company or build its own.

Ms. Woehr adds that Sears already does a brisk business in
electronics and services like installation and maintenance.  Sears
also could have use for Circuit City's real estate, she says.


CIRCUIT CITY: Financial Slump Cues Blockbuster to End Merger Deal
-----------------------------------------------------------------
Blockbuster Inc. decided to withdraw its proposal to acquire
Circuit City after taking a closer look at the finances of the
company.

As reported in the Troubled Company Reporter on April 15, 2008,
Blockbuster publicly stated its offer to acquire Circuit City
Stores Inc. for at least $6 per share in cash, or roughly
$1.3 billion, subject to due diligence.

TCR said that the offer was initially made in a letter sent to
Circuit City chairman and chief executive officer Philip
Schoonover on Feb. 17, 2008, on behalf of the Blockbuster board of
directors.

"Based on market conditions and the completion of our initial due
diligence process, we have determined that it is not in the best
interest of Blockbuster's shareholders to proceed with an
acquisition of Circuit City," Jim Keyes, Blockbuster chairman and
CEO, said.  

"We continue to believe in the strategic merits of a consumer
retail proposition that would bring media content and electronic
devices together under one brand," Mr. Keyes added.  "We will
pursue this strategy through our Blockbuster stores as a way to
diversify the business and better serve the entertainment retail
segment."

                      Circuit City Responds

The Wall Street Journal related that Circuit City insisted it was
making progress and that its results would start improving later
this year.

In a press statement, Circuit City reiterated that its exploration
of strategic alternatives to enhance shareholder value is an
active and ongoing process.

"Our exploration of strategic alternatives is intended to serve
the interests of our shareholders by considering every possible
alternative to enhance shareholder value, Mr. Schoonover
commented.  

"The board's review was not dependent on Blockbuster's
participation," Mr. Schoonover related.  "We are diligently
working with the parties involved in the process, and intend to
continue our thorough approach until the point as the board
determines upon a particular strategic course of action.  The
board has not established a deadline for completing the review."

Circuit City does not intend to disclose further developments
unless and until the board has approved a course of action.

Circuit City's shares fell another 1.6% to $2.51 in July 1 after-
hours trading while Blockbuster's shares jumped 7.6%, WSJ
indicated.  During the day, Circuit City's stock dropped 12%, WSJ
added.
                 About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global          
provider of in-home movie and game entertainment, with over
7,800 stores throughout the Americas, Europe, Asia and
Australia.  The company maintains operations in Brazil, Mexico,
Denmark, Italy, Taiwan, and Australia.

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

              About Circuit City Stores Inc.

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


CIRCUS & ELDORADO: Moody's Affirms B2 Ratings, Outlook Negative
---------------------------------------------------------------
Moody's Investor's Service revised Circus & Eldorado Joint
Venture's rating outlook to negative from stable.  The company's
B2 corporate family, B2 probability of default, and B2 senior
secured ratings were affirmed.  Moody's also assigned an SGL-4
speculative grade liquidity rating to the company.

The outlook revision reflects continued softness in the Reno
gaming market, increased competition from Native American casinos,
a weak macro-economic climate, and higher gas prices.  As a result
of these challenges, the company's revenues and earnings are
expected to continue to trend below 2007 levels, and debt-to-
EBITDA, currently at about 4.5 times, is expected to go higher.

Circus & Eldorado's SGL-4 rating considers that the company's cash
balance ($36.7 million at March 31, 2008) represents its only
source of liquidity outside of internally generated cash flow.  
The company does not have and is not expected to have access to
its $1.0 million revolving credit due to non-compliance with its
fixed charge coverage test.

The SGL-4 also recognizes that while the company can support its
interest and maintenance capital spending requirements from
internal cash flow, it will need to draw on cash balances during
the next 12-month period due to seasonality and the timing of
semi-annual interest payments.

Circus & Eldorado Joint Venture, a 50/50 joint venture between MGM
Mirage (Ba2/stable) and Eldorado Resorts LLC, owns and operates
the Silver Legacy Resort Casino in Reno, Nevada.  Net revenues for
the latest 12-month period ended March 31, 2008 were $157 million.


CIT GROUP: Selling Home LendingBiz to Lone Star for $1.5BB Cash
----------------------------------------------------------------
CIT Group Inc., stated in a press statement that it has agreed to
sell its Home Lending business, consisting of $9.3 billion in
assets and related servicing operations, to Lone Star Funds for
$1.5 billion in cash and the assumption of $4.4 billion of
outstanding debt and other related liabilities.  The servicing
centers, which employ approximately 300 people, are located in
Marlton, New Jersey and Oklahoma City, Oklahoma.

The Wall Street Journal reported that the sale came at a steep
discount to its value, reflecting CIT's scramble to shed the
operations and focus on its core commercial-finance businesses.
Company executives acknowledged that delinquencies and losses from
the home-lending portfolio continue to rise, prompting them to
sell the portfolio at about 65 cents on the dollar, WSJ indicated.

WSJ, citing analysts, stated that CIT's actions were a positive
step, but that doesn't mean that CIT is out of the woods.  BMO
Capital Markets, WSJ said, viewed CIT's funding risk as being
paramount, particularly given CIT's $7 billion in net unfunded
commitments that it must find a way to fund if drawn upon.

In a statement, CIT agreed, in a separate transaction, to sell its
approximately $470 million manufactured housing portfolio to
Vanderbilt Mortgage and Finance Inc. for approximately
$300 million.  Net cash proceeds from the two transactions are
expected to be approximately $1.8 billion.

In the second quarter of 2008, CIT expects to record an estimated
pretax loss for the Home Lending segment of approximately
$2.5 billion or $2.0 billion after tax.  This loss consists of an
estimated $2.2 billion loss on sale and an approximate
$350 million loss from operations during the period.

Home Lending will be accounted for as a discontinued operation.
The sale of the portfolios is scheduled to be completed in July,
while the transfer of the servicing platform will be completed by
the first quarter 2009.  It is expected that the company's pro
forma tangible equity to managed assets ratio at June 30, 2008,
will be in excess of 9%, above the company's current 8.5% target.

"These sales complete our exit from all home lending businesses,
removing the uncertainty surrounding this asset class, and
advances our strategic transformation into a company focused
entirely on commercial finance," Jeffrey M. Peek, chairman and
CEO, of CIT, said.

This transaction represents another significant step in CIT's
efforts to reduce risk and enhance liquidity, as it positions
itself for long-term success and profitability.  Since April 1,
2008, the company has executed on several additional key balance
sheet strengthening initiatives, including:

   (i) raising $1.6 billion in new capital;

  (ii) completing asset-backed financings of approximately
       $1.5 billion;

(iii) selling more than $2 billion of assets at approximately
       book value and obtaining a $3 billion long-term financing
       facility from Goldman Sachs, while retiring $5.3 billion in
       debt; and

  (iv) significantly reducing unfunded commitments.

JPMorgan Chase & Co. and Morgan Stanley served as financial
advisors to CIT. Wachtell, Lipton, Rosen & Katz and McKee Nelson,
LLP served as CIT's legal advisors.

WSJ said that the company's shares surged on the news, rising 30%
to $8.83 in July 1 composite trading on the New York Stock
Exchange.

                       About Lone Star Funds

Headquartered in Dallas, Texas, Lone Star Funds --
http://www.lonestarfunds.com/-- uses its reserves of Texas gold  
to round up distressed companies around the world.  The company's
investments fall into five categories: asset acquisition,
corporate acquisition, company sponsorship, refinancing and
recapitalization, and development.

                       About CIT Group

Headquartered in New York City, CIT Group Inc. (NYSE: CIT) --
http://www.cit.com/-- is a commercial finance company that   
provides financial products and advisory services to more than one
million customers in over 50 countries across 30 industries.  A
leader in middle market financing, CIT has more than $80 billion
in managed assets and provides financial solutions for more than
half of the Fortune 1000.  A member of the S&P 500 and Fortune
500, it maintains leading positions in asset-based, cash flow and
Small Business Administration lending, equipment leasing, vendor
financing and factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.

As reported in the Troubled Company Reporter on March 25, 2008,
CIT Group drew upon its $7.3 billion in unsecured U.S. bank
credit facilities to repay debt maturing in 2008, including
commercial paper, and to provide financing to its core commercial
franchises.

The company failed to draw from its normal operational funding
after ratings firms downgraded the bank's debt.

                           *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of CIT Group, Inc. to Baa1 from A3 and affirmed its Prime-2 short-
term rating.  CIT's long-term ratings remain on review for
possible downgrade.


COMFORCE CORP: Strategic Turnaround Owns 4.41% Equity Stake
-----------------------------------------------------------
Strategic Turnaround Equity Partners, L.P. (Cayman) is deemed to
be the direct beneficial owner of 767,474 shares of Comforce Corp.
Common Stock, which represents approximately 4.41% of the number
of shares of outstanding Common Stock.

Galloway Capital Management LLC is deemed to be the indirect
beneficial owner of 767,474 shares of Comforce Common Stock, which
represents approximately 4.41% of the number of shares of Common
Stock.

Bruce Galloway is deemed to be the beneficial owner of 1,038,402
shares of Common Stock which represents approximately 5.97% of the
number of shares of Common Stock.  Bruce Galloway is deemed to be
the indirect beneficial owner of 767,474 shares of Common Stock
owned directly by Strategic Turnaround Equity Partners, L.P.
(Cayman), which he has shared voting and disposition power.. In
addition, Bruce Galloway has sole voting and disposition power
with respect to 270,928 shares of Common Stock.  Of the total
270,928 shares of common stock directly reported by Mr. Galloway,
237,140 shares of Common Stock are held in Mr. Galloway's
retirement account, 1,600 shares of Common Stock are owned by Mr.
Galloway's son for which Mr. Galloway has the sole power to vote
and dispose, and 19,100 shares of Common Stock are held by
RexonGalloway Capital Growth, an investment company
in which Mr. Galloway is a member and for which Mr. Galloway
retains sole investment and voting discretion, and 13,088 shares
of Common Stock held by Jacombs Investments, Inc. for which Mr.
Galloway retains sole investment and voting discretion.

Gary Herman is deemed to be the beneficial owner of 780,474 shares
of Common Stock which represents approximately 4.49% of the number
of shares of Common Stock.  Gary Herman is deemed to be the
indirect beneficial owner of 767,474 shares of Common Stock owned
directly by Strategic Turnaround Equity Partners, L.P. (Cayman),
which he has shared voting and disposition power.  In addition,
Gary Herman has sole voting and disposition power with respect to
13,000 shares of Common Stock.  Of the total of 13,000 shares of
common stock directly reported by Mr. Herman, 4,000 shares are
directly beneficially owned by Mr. Herman, 5,000 shares are held
in Mr. Herman's IRA, and 4,000 are held by FBR, Inc., all of which
Mr. Herman has sole investment and voting discretion.

Each of Galloway Capital Management LLC, Bruce Galloway and Gary
L. Herman disclaim beneficial ownership of the shares of Common
Stock directly beneficially owned by Strategic Turnaround Equity
Partners, L.P. (Cayman).

             Strategic's Letter to Chairman Fanning

Strategic Turnaround and its affiliates sent a letter to Comforce
Chairman John Fanning stating their concerns on the lack of
communication by the company with its shareholders and anxiety
over the direction in which the company is headed.

The letter stated that the shareholders have not seen any
improvement regarding a request to better the company's
communication with its shareholders.  Strategic Turnaround and its
affiliates were surprised that Mr. Fanning didn't get in touch
with them to discuss recommendations for the company's retention
of another investor relations firm that the shareholders felt
would help achieve the goal to improve communications.

The shareholders have also not received a response to their
suggestion that was made in their previous letters to Mr. Fanning
that the Board retain the services of a nationally recognized
investment bank to explore strategic alternatives for the company
to increase shareholder value.

                      About COMFORCE Corp.

Headquartered in Woodbury, New York, COMFORCE Corporation (AMEX:
CFS) -- http://www.comforce.com/-- is a provider of outsourced   
staffing management services that enable Fortune 1000 companies
and other large employers to consolidate, automate and manage
staffing, compliance and oversight processes for their contingent
workforces.  The company also provides specialty staffing,
consulting and other outsourcing services to Fortune 1000
companies and other large employers for their healthcare support,
technical and engineering, information technology,
telecommunications and other staffing needs.  

The company operates in three segments -- Human Capital Management
Services, Staff Augmentation and Financial Outsourcing Services.  
The Human Capital Management Services segment provides consulting
services for managing the contingent workforce through its PRO(R)
Unlimited subsidiary.  The Staff Augmentation segment provides
healthcare support services, including RightSourcing(R) Vendor
Management Services, Technical, Information Technology and Other
Staffing Services.  The Financial Outsourcing Services segment
provides funding and back office support services to independent
consulting and staffing companies.

At March 30, 2008, the company's consolidated balance sheet showed
$190.4 million in total assets and $198.7 million in total
liabilities, resulting in a $8.3 million total stockholders'
deficit.


COMPLETE OFFICE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Complete Office Source, Inc.
        Caton Research Center
        3921 Vero Road, Ste N-Q
        Halethorpe, MD 21227

Bankruptcy Case No.: 08-18529

Related Information: Robert Paul, president and treasurer, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: June 30, 2008

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Alan M. Grochal, Esq.
                  (agrochal@tydingslaw.com)
                  Tydings and Rosenberg
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460

Estimated Assets: $100,000 to $500,000

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

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/mab08-18529.pdf


CONCURRENT COMPUTER: Bid Price Violation Cues Securities Delisting
------------------------------------------------------------------
Concurrent Computer Corporation received a Staff Determination
Letter from Nasdaq notifying Concurrent that, because it has not
regained compliance with the $1.00 bid price requirement set forth
in Marketplace Rule 4450(a)(5), its shares are subject to
delisting from The Nasdaq Global Market unless Concurrent requests
a hearing.

Concurrent has requested a hearing with a Nasdaq Listing
Qualifications Panel pursuant to procedures set forth in the
Nasdaq Marketplace rule 4800 series.  The hearing request
automatically stays the delisting process.  

A hearing is expected to be scheduled within 60-90 days.  If at
anytime prior to the hearing, the bid price for Concurrent's
common stock closes at $1.00 per share or more for a minimum of
10 consecutive business days, the hearing will be cancelled and
the delisting process terminated.

Concurrent is seeking approval of its stockholders for a reverse
split of Concurrent common stock at a ratio of one-for-ten via a
special meeting of stockholders scheduled for July 8, 2008.

Concurrent is pursuing the reverse split in order to, among other
things, remedy the bid price deficiency.  

               About Concurrent Computer Corporation
  
Headquartered in Duluth, Georgia, Concurrent Computer Corporation
(NASDAQ:CCUR) -- http://www.ccur.com/-- fka Massachusetts  
Computer Company is a provider of computer systems and software
systems for the video-on-demand market and the real-time market.  
The company approaches the two markets as one company with two
product lines, on-demand and real-time.  The on-demand systems
include MediaHawk On-Demand Platform and Everstream Data Suite.  
The real-time products are SUSE Linux Enterprise-Real Time,
RedHawk Linux, iHawk, ImaGen, Power Hawk, Model 3200-2000,
PowerMAX operating system and NightStar.


COUNTRYWIDE FIN'L: BofA Deal Cues Fitch to Keep Evolving Watch
--------------------------------------------------------------
Fitch Ratings has maintained all ratings of Countrywide Financial
Corporation and its affiliates on Rating Watch Evolving following
the completion of CFC's acquisition by Bank of America
Corporation.

Fitch has maintained these ratings on Rating Watch Evolving:

Countrywide Financial Corp.
  -- Long-term Issuer Default Rating 'BBB-';
  -- Short-term IDR 'F3';
  -- Individual 'C/D';

BAC's completion of the acquisition of CFC is a positive
development for CFC's creditors.  However, BAC has not provided
any new detail on the corporate structure post acquisition.  Fitch
expects BAC management to provide additional information over the
near term, at which time Fitch will revisit CFC's ratings and
Watch status.  BAC management's most recent detailed information
on the structure post closing was provided in an S-4 filing dated
May 1, 2008, (updated May 28, 2008), leaving open the possibility
that CFC debt could remain obligations of CFC post acquisition.

Fitch reiterates that any structure that does not result in full
BAC support of CFC could result in some or all CFC ratings being
notched below those of BAC, with the potential for significant
notching, including CFC debt being downgraded below its current
level.  Conversely, depending upon the ultimate structure, some or
all of CFC's ratings could be equalized with BAC ratings (BAC
rated 'AA'/'F1+', Rating Watch Negative by Fitch.)

These ratings remain on Rating Watch Evolving

Countrywide Financial Corp.
  -- Long-term IDR 'BBB-;
  -- Short-term IDR 'F3'
  -- Individual 'C/D'
  -- Senior debt 'BBB-';
  -- Subordinated 'BB+;
  -- Commercial paper 'F3';
  -- Support '5';
  -- Support 'NF'.

Countrywide Bank FSB
  -- Long-term IDR 'BBB-';
  -- Short-term IDR 'F3';
  -- Individual 'C';
  -- Senior debt 'BBB-';
  -- Long-term deposits 'BBB-';
  -- Short-term deposits 'F3';
  -- Short-term debt 'F3';
  -- Support '5';
  -- Support Floor 'NF'.

Countrywide Home Loans, Inc.
  -- Long-term IDR 'BBB-';
  -- Short-term IDR 'F3';
  -- Senior debt 'BBB-';
  -- Commercial paper 'F3.

Countrywide Capital I, III, IV, V
  -- Trust preferred 'BB'.


COUNTRYWIDE FINANCIAL: S&P Lifts Rating to 'AA/A-1+' from 'BB+/B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Countrywide Financial Corp. and it subsidiaries, including its
counterparty rating on Countrywide, which went to 'AA/A-1+' from
'BB+/B'.
     
Standard & Poor's also said that it removed these ratings from
CreditWatch, where they were placed on May 2, 2008, with
developing implications.
     
The outlook on all these companies is negative.
      
"These ratings actions follow the completion of the acquisition of
Countrywide by Bank of America Corp. (BofA; AA/Negative/A-1+),"
explained Standard & Poor's credit analyst Rian Pressman.  "We
have aligned the ratings on Countrywide with the BofA ratings to
reflect our expectations that BofA will honor Countrywide's
outstanding debt obligations."
     
The acquisition, adding just under $200 billion in assets and
valued at approximately $4 billion, makes BofA the Number One
mortgage originator and mortgage servicer in the U.S., adding to
BofA's already impressive stable of consumer business lines,
including its Number One credit card and retail deposit positions.  
BofA had been the fifth-largest mortgage originator and the sixth-
largest mortgage servicer in the U.S.  As the mortgage sector
recovers, the acquisition of Countrywide will expand BofA's
ability to leverage the relationship earnings potential of
existing and many new customers.
     
The closing of the Countrywide acquisition comes at a time in the
credit cycle when S&P are concerned about the weak U.S. economy
and its impact on consumer lending.  S&P expect that the weakening
performance of consumer assets will challenge BofA's financial
results.  Weakness in both the mortgage and credit card sectors
has been evident in BofA's portfolios and--more broadly--
throughout the industry.  With its view that housing prices will
drop through early 2009, S&P expect continued deterioration in
mortgage-related asset quality.
     
The negative outlook incorporates continued weakness in BofA's
now-expanded mortgage portfolio and its credit card book.  
Although S&P acknowledge the long-term advantages associated with
the Countrywide acquisition, it anticipate that the transaction
will incrementally add to credit losses.
     
S&P could lower the ratings if the magnitude or duration of
weakness in BofA's consumer businesses were to exceed its
expectations.  In addition, S&P view BofA's capital management as
aggressive.  S&P will continue to monitor capital to ensure that
it remains within the range of what it expect for the rating
within the context of incremental consumer losses.
     
Conversely, S&P could revise the outlook back to stable if BofA
were to navigate through the current challenging operating
environment with stable levels of capital and high-quality
earnings.


CREDIT AND REPACKAGED: Moody's to Review Notes for Likely Cut
-------------------------------------------------------------
Moody's Investors Service has placed its ratings of these notes
issued by Credit and Repackaged Securities Limited 2006-1 on
review for possible downgrade:

Class Description: $20,000,000 Tranche Notes due March 20, 2013

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

Moody's explained that the rating actions reflect the
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
bonds, as well as the negative action taken by Moody's on the
Insurance Financial Strength rating of MBIA Insurance Corporation,
which acts as insurer of GIC provider, MBIA, Inc., in the
transaction.

On June 19, 2008, Moody's downgraded its rating of MBIA Insurance
Corporation to A2.

Credit and Repackaged Securities Limited is a static synthetic
transaction referencing a pool of corporate bonds.  It was
originated in March 2006.


CREDIT AND REPACKAGED: Moody's Cuts Rating of 2010 Notes to B1
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by Credit and Repackaged Securities Limited 2005-2:

Class Description: $20,000,000 Tranche Notes due June 21, 2010

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which consists primarily of corporate securities.


CREDIT SUISSE: S&P Chips Rating to 'D' on Class P Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2003-CPN1.  Concurrently, S&P affirmed its ratings on the
remaining classes from this transaction.
     
The lowered ratings reflect the anticipated losses and credit
support erosion upon the eventual resolution of several assets
with the special servicer.  S&P downgraded the class P certificate
to 'D' due to accumulated interest shortfalls.  This certificate
is highly susceptible to future liquidity interruptions.  The
lowered ratings also reflect credit deterioration; specifically,
nine loans have reported debt service coverage that is below 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 17, 2008, remittance report, the collateral pool
consisted of 163 loans and one real estate owned asset with an
aggregate trust balance of $842.9 million, down from 171 loans
with an aggregate trust balance of $1.0 billion at issuance.  
Cooperative loans secure 11.6% of the pool.  The master servicer,
Midland Loan Services Inc., reported financial information for 97%
of the pool excluding defeased loans ($162.8 million, 19%).   
Seventy-nine percent of the servicer-reported information was
full-year or interim 2007 data.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.59x, down
from 2.20x at issuance.  Excluding assets with the special
servicer, there are nine loans in the pool totaling $40.2
million (5%) with reported DSCs that are lower than 1.0x.  

These loans are secured by multifamily, office, and retail
properties with an average balance of $4.8 million and have
experienced an average decline in DSC of 48% since issuance.  
There are six exposures totaling $53.5 million (6%) with the
special servicer, also Midland; one asset is REO, two are in
foreclosure, one is 90-plus-days delinquent, one is 30-plus-days
delinquent, and one is in its grace period.  Appraisal reduction
amounts totaling $12.3 million are in effect for four of the six
assets.  To date, the trust has experienced no losses.
     
Three of the six assets with the special servicer are MBS-
sponsored loans, collateralized by class "C" multifamily
properties in Texas.  The three assets are part of an offering of
nonperforming MBS-sponsored loans conducted by Mission Capital
Advisors.  Offers for all of the assets have been accepted, and
the special servicer expects them to close by June 30, 2008.  S&P
expect substantial losses upon the resolution of the assets.  
Details of the specially serviced assets are:

     -- Huntwick Apartments is a 288-unit multifamily, property in
        Houston, Texas, with a total exposure of $12.8 million.  
        Occupancy was 39% as of April 2008, and the property is
in                 
        foreclosure.  An ARA of $8.7 million is in effect for this
        asset.

     -- Willow Tree Apartments is a 100-unit multifamily, property
        in Baytown, Texas, with a total exposure of $3.3 million.
        Occupancy was 68% as of April 2008, and the property is in
        foreclosure.  An ARA of $1.1 million is in effect for this
        asset.

     -- Hunt Garden Apartments is a 100-unit multifamily property
        in Baytown, Texas, with a total exposure of $3.5 million.
        Occupancy was 85% as of April 2008, and the loan is 90-
        plus-days delinquent.  An ARA of $921,473 is in effect
        for this asset.

     -- The largest loan with the special servicer and the second-
        largest loan in the pool, Michigan Equities C Portfolio
        ($27.8 million, 3%), is secured by fee interests in 16
        office, retail, and industrial properties in Lansing and
        Okemos, Michigan.  The loan was transferred to the special
        servicer because of nonmonetary default due to a transfer
        of the borrower's interest without lender consent.  The
        special servicer reported that the transfer was the result
        of the borrower defaulting on a bank loan guaranteed by
        the transferee, which subsequently took the borrower's
        interest as repayment.  The combined DSC and occupancy was
        0.86x and 70% as of Dec. 31, 2007, respectively.

     -- Quail Hollow Apartments is a 120-unit multifamily property
        in Dallas, Texas, with a total exposure of $4.1 million,
        including servicing advance and interest thereon.  The
        loan was transferred due to payment default and is now
        REO.  A cash deposit has been made, and the property is
        scheduled to be sold by July 3, 2008.  An ARA of $1.6
        million is in effect for this asset.

     -- Pinewood Village Apartments ($1.9 million) is secured by
        an 81-unit apartment complex in Speedway, Indiana.  The
        loan was transferred due to payment default after the
        borrower did not pay three months of debt service.  The
        borrower has made some of the debt service payments, and
        the loan is now 30-plus-days delinquent.  The year-end
        2007 DSC was 0.70x.

Midland reported a watchlist of 19 loans with an aggregate
outstanding balance of $102.8 million (12%), including the sixth-
largest loan, East Windsor Village ($19.7 million, 2%), which is
secured by a 249,029-sq.-ft. retail center in East Windsor, New
Jersey.  The loan appears on the watchlist because the second-
largest tenant, Genuardi's (52,869 sq. ft.), vacated the property,
but continues to pay rent.  The lease expires in 2026.  The
borrower is exploring various options to re-lease the space.  
Year-end 2007 DSC was 1.43x.
     
The largest loan, Northgate Mall ($76.6 million, 9%), is not on
the master servicer's watchlist; however, the master servicer
reported a DSC of 1.10x as of June 30, 2007.  The loan is secured
by 575,561 sq. ft. of a 1.2 million-sq.-ft. mall in Cincinnati,
Ohio.  Occupancy was 78% as of year-end 2007.  The former JCPenney
anchor space, which is not part of the collateral, is vacant.  A
new 14-screen movie theatre is planned to fill the space.
     
The remaining loans on the watchlist appear there primarily due to
low DSC and/or occupancy issues.
    
The top 10 loans secured by real estate have an aggregate
outstanding balance of $273.7 million (32%) and a weighted average
DSC of 1.34x, down from 1.43x at issuance.  One of the top 10
loans appears on the master servicer's watchlist (East Windsor
Village) and one loan is with the special servicer (Michigan
Equities C Portfolio), both of which are discussed above.  
Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans.
One property was characterized as "excellent" and the remaining
properties were characterized as "good."
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the ratings at the lowered and
affirmed levels.

                         Ratings Lowered
   
        Credit Suisse First Boston Mortgage Securities Corp
  Commercial mortgage pass-through certificates series 2003-CPN1

                        Rating
                        ------
            Class   To         From    Credit enhancement
            -----   --         ----    ------------------
            M       B-         B+             3.88%
            N       CCC        B              3.13%
            O       CCC-       B-             2.54%
            P       D          CCC            1.49%
   
                          Ratings Affirmed
    
        Credit Suisse First Boston Mortgage Securities Corp
  Commercial mortgage pass-through certificates series 2003-CPN1
                    
               Class    Rating       Credit enhancement
               -----    ------       ------------------
               A-1      AAA                 23.88
               A-2      AAA                 23.88
               B        AA+                 20.30
               C        AA                  19.10
               D        AA-                 15.52
               E        A+                  14.33
               F        A                   13.13
               G        A-                  11.04
               H        BBB+                 9.85
               J        BBB                  7.46
               K        BB+                  5.67
               L        BB-                  4.78
               A-X      AAA                   N/A
               A-SP     AAA                   N/A
               A-Y      AAA                   N/A


                     N/A  --  Not applicable.


CROSSWINDS AT ROCKY RIVER: Case Summary & 20 Largest Creditors
--------------------------------------------------------------
Debtor: Crosswinds at Rocky River, LLC
        41050 Vincenti Ct.
        Novi, MI 48375

Bankruptcy Case No.: 08-31357

Chapter 11 Petition Date: June 30, 2008

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Travis W. Moon, Esq.
                     Email: tmoon@lawhms.com
                  Hamilton Moon Stephens Steele Martin
                  2020 Charlotte Plaza
                  201 S. College St.
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117
                  http://www.lawhms.com/

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts:  $10,000,000 to $50,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
GMAC-Rescap                    $9,250,000
2001 Butterfield Rd., Ste. 500
Downers Grove, IL 60515

Crosswinds National, Inc.      $572,000
41050 Vincenti Ct.
Novi, MI 48375
Tel: (248) 522-4470

Isaacs                         $215,688
8720 Red Oak Blvd., Ste. 420
Charlotte, NC 28217

Duke Energy                    $109,050

Fraser Wallace                 $95,006

Eagle Engineering              $58,831

Tay Land, LLC                  $50,000

Site Work, Inc.                $47,118

Horton Concrete                $25,725

Summit Engineering             $18,010

Urban Design Partners          $17,402

Allied Concrete                $16,536

Urban Architecture             $8,416

Horack Talley                  $7,466

Communication Services         $5,485

Geo Tech                       $5,325

DL Mullis Well Drilling        $5,250

Advanced Erosion Techniques    $4,947

KM Armstrong                   $3,750

Kimley-Horn & Associates, Inc. $3,504


DANKA BUSINESS: Shareholders OK $240MM Sale of DOIC to Konica
-------------------------------------------------------------
Danka Business Systems PLC's shareholders voted to approve the
sale of Danka Office Imaging company, the company's operating
business, to Konica Minolta Business Solutions U.S.A. Inc. at an
extraordinary general meeting held in London.  Subsequent to this
vote, Konica Minolta has completed the acquisition of DOIC.

As reported in the Troubled Company Reporter on April 10, 2008,
Danka Business signed a definitive agreement with Konica Minolta,
enabling Konica Minolta to acquire the company's U.S. subsidiary,
Danka Office Imaging Company.

Under the terms of the agreement, the total purchase price is
approximately $240 million.  The deal was subjected to a number of
regulatory and other closing conditions, in both the United States
and the United Kingdom, including approval of the transaction by
Danka's shareholders.

A separate proposal to conduct a members' voluntary liquidation of
the parent company was not approved.  The Danka Board will, along
with the company's management, assess what alternatives may be
available to distribute the proceeds from the disposal.

                  About Danka Business Systems

Headquartered in St. Petersburg, Florida, Danka Business
Systems PLC (LON: DNK) -- http://www.danka.com/--  offers    
document solutions including office imaging equipment: digital and
color copiers, digital and color multifunction peripherals
printers, facsimile machines, and software, in the United States.

It also provides a range of contract services, including
professional and consulting services, maintenance, supplies,
leasing arrangements, technical support and training, collectively
referred to as Danka Document Services.

The company's revenue is generated from two primary sources: new
retail equipment, supplies and related sales, and service
contracts.  Danka sells Canon products, as well as Kodak, Toshiba
and Hewlett-Packard.

On Aug. 31, 2006, the company sold its subsidiary, Danka
Australasia, PTY Limited, to Onesource Group Limited.  In January
2007, the company disposed of its European businesses to Ricoh
Europe B.V.

The company's Dec. 31, 2007 balance sheet showed total assets of
$233.5 million, total liabilities of $225.0 million, 6.5% senior
convertible participating shares of $362.6 million, and total
stockholders' deficit of $354.1 million.


DESERET AVIATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Deseret Aviation LLC
        3975 South Highland Drive, #6
        Salt Lake City, UT 84124

Bankruptcy Case No.: 08-24131

Related Information: Brent D. Butcher, manager of BDB Family LLC,
                     filed the petition on the Debtor's behalf.

Chapter 11 Petition Date: June 27, 2008

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: George B. Hofmann, Esq.
                  (gbh@pkhlawyers.com)
                  Parsons Kinghorn & Harris
                  111 East Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax : (801) 363-4378

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

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

A copy of the Debtor's list of unsecured creditors is available
for free at http://bankrupt.com/misc/utb08-24131.pdf


DIAMOND GLASS: Acquisition by Belron US Closes
----------------------------------------------
Belron US, a unit of Belron SA, said it has closed its acquisition
of substantially all of the assets of Diamond Glass Inc.  The
closing was effective June 30, 2008.

Business First of Columbus reports that the acquisition will
result in the transfer of Diamond Glass's at least 1,600 workers
and 217 service center networks in 42 states to Belron.

According to Belron's release, "[t]he transaction marks the
beginning of a transition of the Diamond Glass operating model to
the Belron US operating model," said Tom Feeney, Belron US
president and CEO.  "The effort will be led by the Belron US
senior management team in Columbus, Ohio."  The acquisition is the
continuation of Belron US's mission to profitably grow in the U.S.
and to become the customer's "natural choice" for vehicle glass
repair and replacement services.  Growth will come from expanding
the company's existing sales and profit base, as well as through
additional strategic, targeted acquisitions.

A team of Belron US associates, led by John Sadler, Belron US vice
president of warehouse operations, will work closely with the
Diamond Glass management team to formulate integration
plans which are expected to be implemented over the next 30 to 60
days.

"For now, we want our associates to remain focused on providing
the high levels of service that is the cornerstone of any
successful business," said Mr. Feeney.  "Until we have time to
formally announce and implement transition plans, our work forces
will continue to function in the same professional, efficient, and
customer-focused manner that they always have."

                      Previous Announcement

The Troubled Company Reporter said on June 23, 2008, Belron US
reached an agreement to acquire substantially all of the assets of
Diamond Glass for $50 million plus the assumption of various
liabilities, subject to approval by the U.S. Bankruptcy Court and
any required regulatory approvals.

Diamond filed for chapter 11 bankruptcy protection and was put up
for sale under a process of Section 363 of the U.S. Bankruptcy
Code.

Belron SA stated that the Diamond Glass acquisition is the
continuation of Belron SA's strategic plan to profitably grow in
the United States.

                        Past Legal Dispute

Business First notes that six years earlier, Diamond Glass sued
Safelite AutoGlass, now known as Belron US for allegedly
misleading clients regarding availability of repair shop
alternatives.  Belron, Business First says, had counterfiled a
complaint.  Both companies resolved the dispute with Diamond Glass
agreeing to buy a certain amount of glass from Belron for five
years, Business First adds.

                         About Belron US

Headquartered in Columbus, Ohio, Belron US -- http://belronus.com/
-- is a multi-faceted vehicle glass and claims management service
organization.  Belron US is a subsidiary of Belron SA --
http://www.belron.com/-- after the parent company's acquisition  
of Safelite AutoGlass -- http://www.safelite.com/-- in March  
2007.  The company is composed of three major business operations
that include vehicle glass fulfillment services, operating under
the trade names Auto Glass Specialists(R), Elite Auto Glass(TM)
and Safelite AutoGlass(R); windshield manufacturing; and Safelite
Solutions(R) which offers fleet and insurance claims management
services.  The company employs more than 7,000 people throughout
the United States and operates in 28 countries.

                       About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and      
http://www.daimondtriumphglass.com/-- provides automotive     
glass replacement and repair services.  Founded in 1923, Diamond
Glass had more than 1,600 employees as of March 15.

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.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this case.  
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.


DORMIA INC: To Hold $4,000,000 Bankruptcy Liquidation Sale
----------------------------------------------------------
Dormia Inc. will conduct a court ordered liquidation sale
beginning today, July 3.  The company filed for Chapter 11
bankruptcy protection earlier this year and the court selected
Hudson Capital Partners, LLC to manage the store liquidations.

Inventory valued at approximately $4.3 million will be liquidated
at below-market prices in a sale that is expected to last
approximately 10 weeks.  Merchandise to be sold will include a
wide range of high quality mattresses, pillows, bed covers and
other bedding accessories. The liquidation sale will involve all
20 Dormia locations in 9 states.  Following the liquidation of the
stores, Dormia will continue to manufacture bedding products for
sale by other retailers, but will no longer have any store
locations.

"Dormia is a top-tier, well-respected bedding brand and this sale
provides a great opportunity for consumers to acquire these
quality products at a substantial discount," said Jim Schaye,
President and CEO of Hudson Capital Partners.

Dormia manufactures its products in a world class 110,000 square
foot facility located in Jessup, Maryland.  It is one of the most
modern factories dedicated exclusively to latex and memory foam
mattresses.  Dormia products are engineered for quality by skilled
craftsmen; their ultimate goal, to blend the finest materials into
each and every mattress they build.  As a whole, Dormia is
recognized as an industry.

Dormia's liquidation sale follows last week's announcement that
The Room Source, a moderately-priced furniture chain, has filed
for Chapter 11 and will conduct a court-ordered bankruptcy
liquidation sale managed by The High Point Group and Hudson
Capital Partners.

Dormia store locations to hold liquidation sale:

  Connecticut   Danbury Fair Mall
                7 Backus Ave
                Danbury, CT 06810

  Florida       Westfield Countryside Clearwater
                27001 US-19 N, Suite 1015
                Clearwater, FL 33761

                Citrus Park Mall
                8021 Citrus Park Drive Suite 7979a
                Tampa, FL 33625

                Westfield Sarasota Square
                8201 Tamiami Trail, Suite 29
                Sarasota, FL 34238

                Brandon Westfield Mall
                459 Brandon Town Center Mall Ste 313
                Brandon, FL 33511

  Georgia       Town Center at Cobb
                400 Ernest Barrett Pkwy. Suite 107
                Kennesaw, GA 30144

                Mall of Georgia
                3333 Buford Drive
                Buford, GA 30519

  Indiana       Clearwater Shoppes
                3949 East 82nd St
                Indianapolis, IN 46240

  Kentucky      Florence Mall
                2023 Florence Mall
                Florence, KY 41042

                Fayette Mall
                3473 Nicholasville Road
                Lexington, KY 40503

  N. Carolina   Cary Towne Center Mall
                1105 Walnut Street Suite E-4448
                Cary, NC 27511

                Crabtree Valley Mall
                4325 Glenwood Ave.
                Raleigh, NC 27612

  New Jersey    Garden State Plaza
                1 Garden State Plaza
                Paramus, NJ 07652-2417

                Menlo Park Mall
                55 Parsonage Rd
                Edison, NJ 08837

  New York      Poughkeepsie Galleria
                790 South Road
                Poughkeepsie, NY 12601

                Palisades Mall
                2761 Palisades Center Drive
                West Nyack, NY

                Galleria at Crystal Run
                1 North Galleria Road
                Middletown, NY 10941-3032

  Ohio          Kenwood Sycamore Plaza
                7800 Montgomery Road
                Cincinnati, OH 45236

                Polaris Fashion Mall
                1500 Polaris Parkway
                Columbus, OH 43240-2126

                Dayton Mall
                2700 Miamisburg Centerville Rd
                Dayton, OH 45459

                About Hudson Capital Partners, LLC

Hudson Capital Partners, LLC offers an extensive array of
professional solutions to the challenges facing retailers,
including management of excess, obsolete and discontinued
inventory, changing geographic and demographic circumstances,
unproductive store sites, and real estate and liquidity issues.  
The firm's diversified staff is experienced at performing
strategic store closings and relocations, fixed asset
dispositions, wholesale inventory buyouts and lease mitigations.  
On the Net: http://www.hudsoncpl.com/

                        About Dormia Inc.

Dormia Inc., headquartered in Jessup, Maryland, was formed when
Advanced Comfort, Inc., founded in 1991, a mattress retailer
dedicated to selling mattresses that ensure longer lasting sleep,
purchased the assets of Classic Corporation, founded in 1971.  
Classic was one of the leading manufacturers of specialty sleep
products and in 1985 was publicly traded on the New York Stock
Exchange.


DUNHILL ABS: Fitch Junks Ratings on Two Notes Classes
-----------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative 6 classes of notes issued by Dunhill ABS CDO, Ltd.  These
rating actions are effective immediately:

  -- $190,146,866 class A-1NV notes to 'A-' from 'A+';
  -- $145,195 class A-1VA notes to 'A-' from 'A+';
  -- $11,615,629 class A-1VB notes to 'A-' from 'A+';
  -- $57,500,000 class A-2 notes to 'BB' from 'BBB';
  -- $55,000,000 class B notes to 'CCC' from 'BB+';
  -- $17,799,922 class C notes to 'C' from 'B-';

Dunhill is a collateralized debt obligation that closed on
Dec. 16, 2004 and is managed by Vanderbilt Capital Advisors LLC.
Dunhill's reinvestment period ended in April 2007.  Dunhill has a
portfolio comprised primarily of subprime residential mortgage-
backed securities bonds (81.3%), prime RMBS (8.5%), structured
finance CDOs (9.0%) and other structured finance assets.  Subprime
RMBS bonds of the 2005 to 2007 vintages account for approximately
28.7% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
and SF CDOs with underlying exposure to subprime RMBS.  Since
November 2007, approximately 51.2% of the portfolio has been
downgraded, with 7.3% of the portfolio currently on Rating Watch
Negative.  This actual credit deterioration exceeded Fitch's
assumed credit migration from the November 2007 review whereby
43.6% of the assets in the portfolio now carry a rating below the
rating Fitch assumed in November 2007.

As a result of the recent credit migration, the A/B
overcollateralization ratio has decreased to 95.4% from 108.8%
according to the trustee reports dated May 2008 and October 2007,
respectively.  The decrease in value is a consequence of an
increase in the defaulted securities as well as haircuts applied
to low rated collateral.  As a result of the A/B OC test falling
below the covenanted level of 103.7%, interest proceeds are being
diverted from the C Notes to pay principal to the A-1NV, A-1VA and
A-1VB Notes to attempt to cure the failing A/B OC test.  Since
4/04/2008, the class C interest distributions have been made in
kind by writing up the principal balance of the notes by the
amount of interest owed.  Fitch expects class C to receive only
capitalized interest payments in the future with no ultimate
principal recovery.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these classes.  Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

The ratings of the class A-1NV, A-1VA, A-1VB, A-2 and B notes
address the likelihood that investors will receive full and timely
payments of interest, as per the transaction's governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The ratings of the class C notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the transaction's governing documents,
as well as the stated balance of principal by the legal final
maturity date.


DV8 INC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------
Debtor: DV8, Inc.
        2800 S. Federal Highway
        Fort Lauderdale, FL 33316

Bankruptcy Case No.: 08-19123

Chapter 11 Petition Date: July 1, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsels: Bradley S. Shraiberg, Esq.
                   Email: bshraiberg@kpkb.com
                   Tel: (561) 443-0801
                   John E. Page, Esq.
                   Email: jpage@kpkb.com, Esq.
                   Tel: (561) 443-0819
                   2385 N.W. Executive Center Dr., Ste. 300
                   Boca Raton, FL 33431
                   Fax: (561) 998-0047
                   http://www.kpkb.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of DV8, Inc.'s list of 11 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/flsb08-19123.pdf


EASLER SAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor:  Easler Sand & Gravel, Inc.
         1276 Cool Springs Road
         Fort Valley, GA 31030

Bankruptcy Case No.: 08-51645

Chapter 11 Petition Date: June 27, 2008

Court:  Middle District of Georgia (Macon)

Judge:  James D. Walker Jr.

Debtors' Counsel:  Wesley J. Boyer, Esq.
                   Katz, Flatau, Popson and Boyer, LLP
                   355 Cotton Avenue
                   Macon, GA 31201
                   Tel: (478) 742-6481
                   E-mail: wjboyer_2000@yahoo.com

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

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

A full-text copy of the Debtor's petition and a list of its 20
largest unsecured creditors are available at no charge at:

     http://bankrupt.com/misc/gamb08-51645.pdf


ELECTRIC BREW: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Electric Brew Pubs, Inc.
        dba
        Van Dyck Restaurant and Brewery
        237 Union Street
        Schenectady, NY 12305

Bankruptcy Case No.: 08-12171

Type of Business: The Debtor engages in real estate business.

Chapter 11 Petition Date: July 1, 2008

Court: Northern District of New York (Albany)

Debtor's Counsel: Francis J. Brennan, Esq.
                  39 North Pearl St.
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  Email: fbrennan@nolanandheller.com
                  http://nolanandheller.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Electric Brew Pubs, Inc.'s petition is available for
free at:

      http://bankrupt.com/misc/nynb08-12171.pdf


EL PASO CHILE: Files Chapter 11 Petition to Restructure Debt
------------------------------------------------------------
El Paso Chile Co.'s debt load of at least $2.5 million forced the
company to file a chapter 11 petition a week ago, Vic Kolenc of El
Paso Times, citing company owners.  El Paso's three undisclosed
national retailers also failed to pay their bills and have filed
for bankruptcy, Times adds.

Sean Henschel, vice president and co-owner, told Times that the
retailers' unpaid bills led the company's bank to deny
restructuring of El Paso Chile's debt.

Park Kerr, founder, CEO and co-owner, said that El Paso Chile will
continue to operate, Times notes.  Mr. Kerr assured that the
company is "strong, solid and profitable," however losses from its
retailers need to be addressed through reorganization, Times says.

According to court documents, El Paso Chile owes $2.5 million to
CIT Small Business Lending of Livingston, New Jersey, Times
relates.  El Paso Chile and sister company, Desert Pepper Trading,
owe $2.6 million to their suppliers, Times says.

Texas-based El Paso Chile Co. sells gourmet salsas, sauces, and
other products.  It has 100 workers.


EMMIS COMMUNICATIONS: S&P Changes Outlook to Stable from Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Indianapolis-based Emmis Communications Corp. to stable from
negative.  At the same time, S&P affirmed the ratings on the
company, including the 'B' corporate credit rating.
     
"The outlook revision reflects the company's increased margin of
financial covenant compliance and our expectation that Emmis will
maintain adequate headroom against covenants during the
intermediate term," said Standard & Poor's credit analyst Michael
Altberg.     
     
The rating reflects high debt leverage and shareholder-favoring
initiatives, vulnerability to advertising cyclicality, low
portfolio diversity and asset flexibility after TV station sales
during the past several years, and increased exposure to economic
downturns with the company's concentration in a few large markets.
The respectable competitive positions of the company's
large-market radio operations, the good discretionary cash-flow
generating capability of the broadcasting business, and largely
resilient radio station asset values only partially offset the
weaknesses.
     
Emmis is a radio broadcaster with operations focused in large
markets such as New York, Los Angeles, and Chicago.


ENGINEERED SINTERINGS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Engineered Sinterings & Plastics, Inc.
        140 Commercial Street
        Watertown, CT 06795

Bankruptcy Case No.: 08-32150

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Alves Precision Engineered                 08-32150
        Products, Inc.

Type of Business: The Debtors make custom molded thermoplastic
                  and thermoset components.
                  See: http://www.engsint.com/

Chapter 11 Petition Date: July 1, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtors' Counsel: James G. Verrillo, Esq.
                   (jverrillo@zeislaw.com)
                  Matthew K. Beatman
                   (MBeatman@zeislaw.com)
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

                  Estimated Assets  Estimated Debts
                  ----------------  ---------------
Alves Precision   $100,000 to       $100,000 to
                  $500,000          $500,000

Engineered        $1 million to     $10 million to
Sinterings        $10 million       $50 million

A copy of the Debtor's petition/list of largest unsecured
creditors is available for free at:

         http://bankrupt.com/misc/connb08-32150.pdf

                       
ENTRADE INC: Ernst & Young Expresses Going Concern Doubt
--------------------------------------------------------
Irvine, Calif., Ernst & Young LLP raised substantial doubt about
the ability of Entrade, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2006.  The auditor pointed to the company's recurring
operating losses, accumulated deficit and a working capital
deficiency.

                    Statement of the Management

Entrade management stated that the company sustained recurring
losses and negative cash flows from operations for the past
several years.  As of Dec. 31, 2006, the company has approximately
$45,000 of unrestricted cash and cash equivalents, a working
capital deficit of $65,000,000 and an accumulated deficit of
$271,700,000.

                             Default

During 2006, the company utilized approximately $10,700,000 of
cash in operations and raised about $8,600,000 in net proceeds
from debt agreements.  The continuation of its business has been
funded through a combination of private placement notes payable
and other secured and unsecured debt, lines of credit and debt
lease financing.

Currently, the company has about $46,100,000 of outstanding notes
payable and debt obligations that are due within the next 12
months as these obligations are in default.  

The company is in the process of renegotiating the maturity dates
on these financial obligations.  Although the management has been
successful at renegotiating the terms of these obligations in the
past, it can provide no assurances that it will be successful this
time.

                         Subsequent Events

(A) Nationwide Auction Finance

On March 14, 2007, Entrade's subsidiary Nationwide Auction Finance
LLC, entered into an agreement with Cogent Financial Group, a
financial services company specializing in servicing and
origination of motor vehicle and elective medical installment
contracts, pursuant to which the company acquired certain assets
of Cogent for around $50,000,000.  The assets acquired consisted
principally of a $50,000,000 portfolio of loan receivables.

As part of the purchase agreement, Axle Capital, LLC, the lender
in the transaction, has agreed to indemnify the company against
all liabilities incurred by company as a result of any inaccuracy
or breach of any representation and warranty made by Cogent.  As
part of the post-acquisition due diligence, the company notified
Axle of several material issues with the loan portfolio, most
recently in May 2008.  The company gave notice to Axle that it had
breached several of the representations and warranties contained
in the purchase agreement, and that it will be seeking
indemnification for any and all liabilities arising there from.

On March 7, 2008, Entrade through its subsidiary Nationwide
Auction Finance LLC completed an agreement with ReMark Funding
Co., LLC.  Under the terms of the agreement, NAF agreed to sell to
ReMark certain NAF retail installment loan contracts with a face
value of about $2,480,000 for a purchase price of approximately
$2,090,000, subject to certain conditions.  ReMark is an affiliate
of The Goldman Sachs Group Inc.

(B) Axle Capital Amended Loan Agreements

On April 4, 2007, the company executed an agreement with Axle to
amend its existing loan agreements to provide for an additional
$2,000,000 loan from Axle to Nationwide, which matures in 5 years,
and has an interest rate of 15% per annum.  The loan is secured by
all existing collateral provided under the existing loan
agreements.  In addition, the company agreed to issue stock
purchase warrants to purchase 200,000 shares of its restricted
common stock.  The proceeds of the loan are being used to fund the
company's obligations under the Asbestos Settlement Agreement.

On April 19, 2007, the company executed an agreement with Axle to
amend the existing loan agreements between Axle and Nationwide to
provide for an additional $11,200,000 loan from Axle to
Nationwide.  The loan matures in 5 years and accrued interest at a
rate of 15% per annum.  This loan is secured by all existing
collateral provided to Axle under the Existing Loan Agreements.  
In addition, the company agreed to issue to Axle stock purchase
warrants to purchase 4,000,000 shares of its restricted common
stock, which are exercisable at fair market value as of April 19,
2007.  The proceeds of the New Loan are being used to fund the
company's working capital needs.

(C) Stock Options

In October 2007, the company's Board of Directors approved the
2007 Entrade, Inc., Stock Incentive Plan.  The Plan's stated
purpose is to encourage and enable the company's officers,
employees, directors, consultants and advisors and subsidiaries to
acquire a proprietary interest in the company.  There are up to
12,000,000 shares eligible for award under the Plan.  Awards, in
the form of stock option grants, in the aggregate amount of
5,575,000 shares have been made as of the date of this filing.  
All the awards were granted with an exercise price equal to the
market price on the date of grant.  The company intends to submit
the Plan to its shareholders for approval at the next annual
meeting of shareholders.

                        SEC Investigation

On Jan. 20, 2006, Entrade announced that the United States
Securities and Exchange Commission issued a Formal Order of
Investigation relating to its failure to file a Form 10-Q since
Nov. 20, 2000, and a Form 10-K since March 30, 2000.  The
investigation also includes the company's possible failure to file
other required filings, issues relating to its internal control
and books and records, issues relating to the audit of its
financial statements and issues relating to trading in its
securities.  The Formal Order is directed to the company, its
officers, directors, and subsidiaries.

The company is cooperating fully with the SEC and the SEC has made
no determination of any wrongdoing at press time.  Based on
instruction from the SEC, the company is filing its Form 10-K for
fiscal year ended Dec. 31, 2006.  However, the company's recent
Form 10-K will not result in the company being in compliance with
all of the filing requirements of a public registrant.

                            Financials

The company posted a net loss of net loss of $27,549,000 on total
revenues of $57,321,000 for the year ended Dec. 31, 2006, as
compared with a net loss of $17,925,000 on total revenues of
$18,430,000 in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $13,543,000
in total assets and $82,214,000 in total liabilities, resulting in
$68,671,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $6,295,000 in total current assets
available to pay $71,283,000 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?2edb

                        About Entrade Inc.

Entrade Inc., (Other OTC: ETAD.PK) formerly ARTRA Group, develops
its Nationwide Auction Systems, an asset liquidation company and
its U.S. subsidiary, Nationwide Auction Finance LLC, that
specializes in the disposal of surplus property, such as vehicles,
equipment, excess inventory, and repossessions.  Nationwide has
facilities in California, Delaware, Georgia, and Missouri.  The
firm continues to have equity positions in several online B2B
portals, like AssetTRADE, utiliparts.com, pricecontainer.com  In
March 2007 Entrade, through Nationwide, bought Cogent Financial
Group.


EVANS & SUTHERLAND: Appeals Nasdaq Determination to Delist Stocks
-----------------------------------------------------------------
Evans & Sutherland Computer Corporation requested a hearing before
The NASDAQ Listing Qualifications Panel to appeal a Staff
Determination to delist E&S' common stock from The Nasdaq Global
Market.

E&S received a letter from the Listing Qualifications Staff of The
Nasdaq Stock Market on June 25, 2008, indicating that E&S had
failed to regain compliance with the minimum market value of
publicly held shares requirement of Marketplace Rule 4450(a)(2).

As a result, E&S' common stock was subject to delisting unless E&S
requested a hearing before the panel.  E&S has requested a hearing
to review the Staff Determination regarding compliance with
Marketplace Rule 4450(a)(2).

E&S' shares will continue to be listed on The Nasdaq Global Market
pending the decision of the panel.  There can be no assurance,
however, that the panel will reverse the staff determination.

In the event of an unfavorable determination by the panel, E&S
could apply to have its common stock transferred to The Nasdaq
Capital Market.  The company may also elect to make such
application prior to the panel hearing.

           About Evans & Sutherland Computer Corporation

Headquartered in Salt Lake City, Utah, Evans & Sutherland Computer
Corporation (NASDAQ:ESCC) -- http://www.es.com/-- focuses on the  
production of visual systems, advanced displays, including the
Evans & Sutherland Laser Projector, dome projection screens, dome
architectural treatments, and content for planetariums, science
centers, other educational institutions, and entertainment venues.
Additionally, Evans & Sutherland produces content both for its own
library, which the company licenses to customers, and for specific
customer requirements.


FIRST FRANKLIN: Moody's Junks Rating of Class N-2 Securities
------------------------------------------------------------
Moody's Investors Service has downgraded Class N-2 net interest
margin securities issued by First Franklin Cl-2 NIM Notes Series
2003-FFC.  This NIM transaction relies on excess spread and
prepayment penalties generated by the underlying residential
mortgage backed securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  The Cl. N-2
has been downgraded based upon performance on the underlying
transactions that has negatively impacted future residual payments
to the NIM holders.

The complete list of rating actions is:

Issuer: First Franklin CI-2 NIM Notes Series 2003-FFC

  -- Cl. N2, Downgraded to Caa2 from B3


FIRST NATIONAL: Fitch Rates $11.2MM LIBOR Class D Notes 'BB+'
-------------------------------------------------------------
Fitch has rated First National Master Note Trust Series 2004-1
variable funding notes as:

  -- $44,800,000 LIBOR class B (2004-1) 'A';
  -- $43,400,000 LIBOR class C (2004-1) 'BBB';
  -- $11,200,000 LIBOR class D (2004-1) 'BB+'.

The effective date of these ratings is June 27, 2007.

The ratings above are based on the quality of the underlying
receivables pool, the available credit enhancement, and the legal
and cash flow structure.

The notes are issued by First National Master Note Trust, a
Delaware statutory trust, and are secured by a beneficial interest
in a pool of receivables originated under First National Bank of
Omaha's VISA and MasterCard revolving credit card program.  Fitch
deems the underlying receivable pool to be of high quality given
its favorable FICO distribution, account seasoning and overall
performance to date.

Credit enhancement for the class B notes includes the
subordination of the class C and the class D notes.  Credit
enhancement for the class C notes includes the subordination of
the class D notes and the spread account.  Credit enhancement for
the class D notes is the subordination of the spread account,
which will be funded with a 0.5% initial deposit on the closing
date.

Fitch also considers other features embedded in the transaction
for the ratings, such as 'fixed allocation of finance charge
collections' and other amortization triggers.

Originally issued in 2004, series 2004-1 variable funding notes
will be renewed annually with its investors.


FOREFRONT INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Forefront Investments Corp.
        dba CFG Trader
        200 Westgate Parkway, Ste. 104
        Richmond, VA 23233

Bankruptcy Case No.: 08-33077

Type of Business: The Debtor is a commodity broker.  See
                  http://www.cfgtrader.com/

Chapter 11 Petition Date: July 1, 2008

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: Katherine Macaulay Mueller, Esq.
                  Riverfront Plaza, East Tower
                  951 East Byrd St.
                  P.O. Box 2499
                  Richmond, VA 23219
                  Tel: (804) 916-7117
                  Email: katherine.mueller@leclairryan.com
                  http://www.leclairryan.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

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


FOXCO ACQUISITION: Moody's Affirms Senior Unsecured Notes at Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded FoxCo Acquisition Sub
L.L.C.'s senior secured credit facility to B1 from Ba3 and
affirmed the Caa1 rating of FoxCo's Senior Unsecured Notes.  In
addition, Moody's affirmed FoxCo's B2 Corporate Family Rating and
B2 Probability-of-Default Rating.  The outlook remains stable.

The downgrade of FoxCo's senior secured credit facility follows
the company's disclosed plan to upsize its senior secured term
loan facility by $30 million and concurrently decrease the size of
its Senior Unsecured Notes by $30 million.  The downgrade of the
senior secured facility reflects the lower debt cushion provided
by the senior unsecured notes, and hence the higher projected LGD
rate for the secured debt under the revised capital structure.

The revision to the capital structure results in a marginal
improvement in the company's free cash flow-to-debt and interest
coverage ratios vs. prior expectations.  Nevertheless, the change
does not materially impact FoxCo's leverage metric.

Moody's has taken these rating actions:

FoxCo Acquisition Sub L.L.C.

  -- Corporate family rating -- affirmed B2
  -- Probability-of-default rating -- affirmed B2

  -- $50 million Senior Secured Revolving Credit Facility --
     downgraded to B1 (LGD 3, 32%) from Ba3 (LGD 3, 30%)

  -- $515 million Senior Secured Term Loan B Facility --
     downgraded to B1 (LGD 3, 32%) from Ba3 (LGD 3, 30%)

  -- $200 million Senior Unsecured Notes -- affirmed Caa1 (to LGD
     5, 86% from LGD 5, 84%)

  -- The outlook is stable.

FoxCo Acquisition Sub L.L.C., headquartered in Ft. Worth, Texas,
will own and operate 8 television stations in 8 markets, upon
completion of their acquisition from News Corporation.  The
stations' 2007 revenue was approximately $309 million.


FREMONT FURNITURE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Fremont Furniture Solutions, Inc.
        25125 Madison Avenue, Suite 106
        Murrieta, CA 92562
        Tel: (951) 894-7988

Bankruptcy Case No.: 08-17945

Related Information: Edward Corn, Jr., president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: June 30, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  (robert@rosenhitz.com)
                  Rosenstein & Hitzeman
                  28600 Mercedes St Ste 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889

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

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

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/cacb08-17945.pdf


FULTON HOTELS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fulton Hotels, LLC
        dba Days Inn
        4330 Fulton Industrial Boulevard
        Atlanta, GA 30336

Bankruptcy Case No.: 08-72336

Related Information: Dinesh P. Bhimji, managing member, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Louis G. McBryan
                  (lmcbryan@hwmklaw.com)
                  Howick, Westfall, McBryan & Kaplan, LLP
                  Suite 600, One Tower Creek
                  3101 Tower Creek Parkway
                  Atlanta, GA 30339
                  Tel: (678) 384-7000
                  Fax: 678-384-7034

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

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

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/ganb08-72336.pdf


GAINEY CORP: S&P Puts Default Ratings After Failed Payment on Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Gainey Corp. to 'D' from 'CC'.
     
Concurrently, S&P lowered the rating on the Grand Rapids,
Michigan-based trucking company's $25 million secured revolving
credit agreement and $210 million secured term loan to 'D' from
'CC', the same level as the corporate credit rating.
      
"We believe that, as of June 30, 2008, the company failed to meet
scheduled interest and principal payments on its debt," said
Standard & Poor's credit analyst Anita Ogbara.  Currently, Gainey
is operating under an extended forbearance period from its banks
and is currently still in negotiations.  No further information is
available.


GENERAL MOTORS: Bankruptcy 'Not Impossible,' Merrill Says
---------------------------------------------------------
Merrill Lynch analyst John Murphy said a bankruptcy filing for
General Motors Corp. is not impossible "if the market continues to
deteriorate and significant incremental capital is not raised,"
various reports say.

Mr. Murphy, in a research note, said GM will need to raise
$15,000,000,000 in capital to fund its operations for the next two
years.  The amount is more than the between $5,000,000,000 and
$10,000,000,000 analysts had previously forecast, Ed Welsch and
Cynthia Koons at Dow Jones Newswires say.

Mr. Murphy, according to the reports, warned GM is burning through
cash faster than investors realize.  Mr. Murphy said GM may raise
the $15,000,000,000 from existing credit facilities and through a
combination of secured debt, asset sales or even by borrowing from
the United Auto Worker's independent trust created to fund retiree
health care.

In his post at MLive.com, Rick Haglund, citing an industry expert,
said GM could file for Chapter 11 for its North American
operations, similar to what Delphi Corp. did in 2005.  Mr. Haglund
said GM is profitable and growing in every other region of the
world in which it operates.

According to Dow Jones, Shelly Lombard, an auto analyst at Gimme
Credit, said while GM may need additional liquidity, some of the
money required may just be cash for an "emotional security
blanket" to assuage investors' anxiety.

Dow Jones also says GM could secure some of its more profitable
international operations to issue debt against.

According to Dow Jones, Kingman Penniman, president of KDP
Investment Advisors, pointed out that GM's existing term loans
outstanding are securitized by primarily domestic property, plant
and equipment.  "I don't know how much is left there as a cushion.  
We have the impression most of their foreign assets have not been
securitized for a debt package," Dow Jones quotes Mr. Penniman as
saying.

David Welch, in his post at BusinessWeek, noted that GM's stock is
trading at under $10 a share and that the company's market
capitalization is roughly $5,700,000,000.  Mr. Welch said certain
investors could buy control of GM for less than $3,000,000,000,
pointing out that billionaire investor Kirk Kerkorian could come
up with that money, since he tabled a $4,500,000,000 bid for
Chrysler LLC last year.  Mr. Kerkorian is already invested in
Ford, and hence not a candidate for a run at GM, Mr. Welch added.

Dow Jones notes that, in its most recent earnings report, GM's
pretax earnings from international results -- helped by growth in
Asia and Latin America -- nearly doubled to $1,000,000,000, while
its pretax losses in North America quadrupled to $812,000,000.

                  About General Motors

Based in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs    
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America brought
on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately affected
by the company's announcement that it will cease production at
four North American truck plants over the next two years.  These
closures are in response to the re-energized shift in consumer
demand away from light trucks.  GM previously said only one shift
was being eliminated at each of the four truck plants.  Production
is being increased at plants producing small and midsize cars, but
the cash contribution margin from these smaller vehicles is far
less than that of light trucks.


GENERICS INTERNATIONAL: Moody's Changes Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service revised the rating outlook for Generics
International (US), Inc. to negative from stable.  At the same
time, Moody's affirmed Generic International's ratings, including
the B2 Corporate Family rating and B2 Probability of Default
Rating.  The rating outlook had been stable since the initial
rating assignment on Oct. 25, 2007.

The outlook revision to negative primarily reflects a recent FDA
warning letter related to compliance procedures at a key
manufacturing facility in Huntsville, Alabama.  Although the
warning letter has not resulted in the market withdrawal of any
approved products, the company may be prevented from receiving FDA
approval of any new products.

The affirmation of Generics International's B2 Corporate Family
rating reflects steady generation of EBITDA for the first 5 months
of operations ended on March 31, 2008, and Moody's expectation
that cushion under financial covenants will remain adequate over
the next 12 months despite upcoming step-downs.  

In addition, the B2 rating continues to reflect positive
fundamentals in the generic drug industry, and the company's good
position in higher barrier to entry products.

The rating could be downgraded if the failure to obtain new FDA
approvals begins to materially affect the company's EBITDA or cash
flow, or if there is any escalation in the FDA's concerns related
to the Huntsville plant.  Conversely, Moody's could revise the
outlook to stable if deficiencies at the Huntsville plant are
rectified and the FDA begins approving new drugs.

Ratings affirmed:

  -- B2 Corporate Family Rating
  -- B2 Probability of Default Rating

  -- B1 (LGD3, 36%) senior secured revolving credit facility of
     $75 million due 2013

  -- B1 (LGD3, 36%) senior secured first lien term loan of $265
     million due 2014

  -- B1 (LGD3, 36%) senior secured delayed-draw term loan of $27
     million due 2014

  -- Caa1 (LGD5, 88%) senior secured second lien term loan of $140
     million due 2014

Generics International (US), Inc. is the parent company of QV
Pharmaceuticals, Inc and Vintage Pharmaceuticals, LLC and their
wholly owned subsidiaries, Qualitest Pharmaceuticals, Inc. and
Vintage.

Through these subsidiaries, Generics International is a
manufacturer and distributor of generic pharmaceutical products in
a variety of formulations including tablets, capsules, liquids,
suspensions and gels.  The principal subsidiary, Qualitest
Pharmaceuticals, is headquartered in Huntsville, Alabama.


GOLDEN EAGLE: Kevin Pfeffer Discloses 8.12% Equity Ownership
------------------------------------------------------------
Kevin K. Pfeffer, a resident of Maryland, beneficially owns
152,789,776 shares in Golden Eagle International Inc. Common
Stock, representing 8.12% of the company's outstanding shares.

Headquartered in Salt Lake City, Golden Eagle International Inc.
(OTC BB: MYNG) -- http://www.geii.com/-- is a gold and copper   
exploration and mining company.  The company is engaged in the
development of existing gold and copper deposits in the Guarayos
Greenstone Belt within Bolivia's Precambrian shield.  Exploration
is ongoing in this highly prospective area.

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Golden Eagle International 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 reported that the company has negative working
capital and has incurred substantial losses since its inception.  
The company currently has no mineral production and requires
significant additional financing to satisfy its outstanding
obligations and resume and expand mining production.  The auditing
firm added that the company's ability to conduct operations
remains subject to other risks, including operating in isolated
regions of Bolivia and the concentration of operations in a single
undeveloped area.  


GOLDEN SPRINGS: Wants to Employ Stichter Riedel as Counsel
----------------------------------------------------------
Golden Springs LLC is seeking authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Stichter,
Riedel, Blain & Prosser, P.A. as its counsel.

Stephen R. Leslie, Esq., an attornery at Stichter Riedel, assures
the Court that the firm neither holds or represents any interest
adverse to the Debtor and its estates.

As compensation for their services, Stichter Riedel's
professionals bill:

                                 Hourly Rate
                                 -----------

        Harley E. Riedel, Esq.       $450
        Stephen R. Leslie, Esq.      $325
        Partners                  $275-$450
        Associates                $175-$225
        Paralegals                   $130

Stichter Riedel received the aggregate sum of $30,000 from Edward
Ullmann, the principal of the Debtor and its affiliate, The
Springs Development Group, LLC.  This amount was applied first to
fees and costs for prepetition services rendered by Stichter
Riedel and the balance remaining was deposited into Stichter
Riedel's bank account, and will be used to pay for the firm's
post-petition fees and costs.  It was agreed that Stichter Riedel
would use $1,039 of this amount to pay the initial filing fee in
this case.

                       About Golden Springs

Based in North Port, Fla., Golden Springs, LLC, and its debtor-
affiliate, The Springs Development Group, LLC, are real estate
developers.  The Debtors filed form Chapter 11 protection on
May 22, 2008 (Lead Case No. M.D. Fla. 08-07311).  When Golden
Springs, LLC filed from reorganization under Chapter 11, it listed
estimated assets of between $10 million to $50 million and
estimated debts of between $10 million to $50 million.


GRAFTECH INT'L: 19% Seadrift Interest Deal Won't Affect S&P's Rtng
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Parma, Ohio-based GrafTech International Ltd. (BB-
/Positive/--) would not be affected by the company's announcement
that it has acquired a 19% minority interest in Seadrift Coke L.P.
(unrated), a privately owned producer of petroleum needle coke,
from Falcon Mezzanine Partners L.P. for $135 million.  GrafTech
will fund the purchase with $35 million in cash on hand and
$100 million from its existing credit facility.
     
Given the recent conversion of its $225 million notes to equity,
the company has cushion within its capital structure at the
current rating to absorb the additional debt.  However, the
company's business risk profile remains unchanged, given its
exposure to supplier risk.


GRAHAM PACKAGING: Inks $3BB Merger Contract with Hicks Acquisition
------------------------------------------------------------------
Graham Packaging Holdings Co. agreed in principle to combine with
Hicks Acquisition Company I Inc. in a deal valued at $3.2 billion.

The company stated that the agreement to go public through a
transaction with Hicks Acquisition in partnership with The
Blackstone Group and the Graham Group, is believed to be the
largest ever between a SPAC and an industrial company.

The deal, subject to execution of a definitive agreement, is
expected to be finalized in the next few days.

After completion of the transaction, the combined enterprise will
be renamed Graham Packaging company and will apply for listing on
the New York Stock Exchange.  Blackstone has agreed it will
maintain the largest ownership stake for at least two years as it
continues to play an important role in guiding the company
strategically and operationally.

"After considering more than a hundred possible transactions,
we're tremendously pleased to have identified Graham Packaging as
the right transaction for Hicks Acquisition, and to be partnering
with Blackstone, whose senior partners I have had close business
relationships with for many years, and the other Current Graham
Equity Holders," Mr. Hicks said.  

"Under the leadership since December 2006 of a new management team
headed by chairman and CEO Warren Knowlton and COO and CFO Mark
Burgess, Graham Packaging has burnished its already-outstanding
reputation as the technology and innovation leader in its
industry's high-value-added segment and has significantly improved
its operational and financial performance," Mr. Hicks stated.

"We look forward to completing the transaction and supporting the
management team as they continue to create value for Graham
Packaging's customers, continue to build a solid platform for
profitable growth, and work to realize Graham Packaging's full
operational, financial and investment potential," Mr. Hicks
continued.

"Blackstone is pleased to partner with [Mr.] Hicks and management
for this next chapter of Graham Packaging as a public company,"
Chinh Chu, a Graham Packaging board member and a senior managing
director at Blackstone, said.

"We look forward to partnering with Tom Hicks and Blackstone, both
of whom have long track records of value creation,"  Warren
Knowlton, chairman and chief executive officer of Graham
Packaging, said.  "Graham Packaging has made significant progress
since December 2006."

"With the support of our new ownership group and our strong free
cash flow from operations, we will continue to invest in and grow
our business, pay down debt, accelerate our earnings growth, and
meet the needs and expectations of our employees, customers,
suppliers and stockholders," Mr. Knowlton continued.

"We believe our collocation strategy enhances coordination with
our customer base and is the cornerstone of improved
sustainability for our customers and for us," Mr. Knowlton said.

                    Details of the Transaction

Graham Packaging will go public through the transaction with Hicks
Acquisition.  In connection with the transaction, the current
stockholders of Graham Packaging will receive $350 million of cash
held in trust, 35.0 million common shares, and 2.8 million
warrants upon completion of the transaction.

The purchase consideration includes a transfer of value to the
Current Graham Equity Holders of approximately 2.8 million
Founder's shares and warrants.  In exchange, the Hicks-led sponsor
will retain, through a series of transactions, Earnout Units, the
shares of which have a trigger price of $13.75 and the warrants of
which will become exercisable at a strike price of $10.00 and a
trigger price of $15.00.

The transaction has been structured to preserve Graham Packaging's
existing capital structure and does not breach, or result in a
default under, the company's existing credit facilities or
constitute a "change of control" under the indentures of the
company's existing senior and senior subordinated notes issues.

Hicks Acquisition's existing public stockholders along with
Mr. Hicks will own approximately 66% of Graham's common shares
outstanding after the completion of the transaction.  The Current
Graham Equity Holders, led by Blackstone, will remain in the
aggregate the company's largest shareholder, with approximately
34% of the common shares outstanding, and will continue to play an
important role in guiding the company.

The aforementioned common stock ownership percentages are
calculated as basic ownership and exclude warrants and options
from the ownership calculation.  The existing management team,
including Chairman and CEO Warren Knowlton and COO and CFO Mark
Burgess, will continue to lead the company.

Completion of the transaction is subject to expiration or early
termination of the applicable Hart-Scott-Rodino waiting period,
Hicks Acquisition stockholder approval and other customary closing
conditions, and is expected to occur later this year.

Hicks Acquisition was advised with regard to the transaction by
Citi and the law firm of Akin Gump Strauss Hauer & Feld LLP.  
Houlihan Lokey served as a financial advisor to the independent
directors of Hicks Acquisition.  Graham Packaging was advised with
regard to the transaction by Deutsche Bank Securities Inc.,
Blackstone Advisory Partners, and the law firm of Simpson Thacher
& Bartlett LLC.

        Necessary Steps for Consummation of the Transaction

As provided in Hicks Acquisition's certificate of incorporation,
each holder of Hicks Acquisition's common stock has the right to
convert such holder's shares into cash if such holder votes
against the transaction, elects to exercise such holder's
conversion rights and the transaction is approved and completed.

Hicks Acquisition cannot complete the transaction unless:

   (1) a majority of the shares issued in the initial public
       offering cast at the stockholders' meeting are voted in
       favor of the transaction;

   (2) holders of no more than 16,559,999 shares of common stock,
       (the number representing 30% minus one share of the
       55,200,000 shares of Hicks Acquisition issued in the
       initial public offering, vote against the transaction and
       exercise their conversion rights to have their shares
       converted into cash; and

   (3) certain other customary conditions are satisfied.

All of Hicks Acquisition's initial stockholders have agreed to
vote an aggregate of 13,800,000 shares, or 20% of Hicks
Acquisition's outstanding common stock, issued to them prior to
the initial public offering in accordance with the vote of the
holders of a majority of the shares issued in the initial public
offering and have agreed to vote any of shares acquired in or
following the initial public offering in favor of the transaction.

                           No Assurances

There can be no assurance that the transaction will be completed,
nor can there be any assurance, if the transaction is completed,
that the potential benefits of combining the companies will be
realized.

Hicks Acquisition stockholders may obtain copies of all documents
filed with the SEC regarding the transaction, free of charge by
directing a request to:

     Hicks Acquisition
     100 Crescent Court, Suite 1200
     Dallas, TX 75201

             About Hicks Acquisition company I Inc.

Headquartered in Dallas, Texas Hicks Acquisition Company (AMEX:
TOH) is a special purpose acquisition company, launched in October
2007 in an initial public offering that was at the time, at
$552 million of gross proceeds, the largest SPAC IPO.  Founded by
Thomas O. Hicks, Hicks Acquisition was formed for the purpose of
acquiring, or acquiring control of, through a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, one or more businesses or assets.  
It currently has no operating businesses.

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
company, -- http://www.grahampackaging.com/-- the parent company  
of Graham Packaging company LP, is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of March 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Blackstone Group, an investment firm, is the majority owner of
Graham Packaging Holdings company.

As reported by the Troubled Company Reporter on May 14, 2008,
Graham Packaging Holdings company's consolidated balance sheet at
March 31, 2008, showed $2.3 billion in total assets and
$3.0 billion in total liabilities, resulting in a $771.5 million
total partners' deficit.


GRAHAM PACKAGING: Fitch Ratings Unaffected by Merger with Hicks
---------------------------------------------------------------
Fitch Ratings currently anticipates no ratings action as a result
of the announcement on July 1, 2008 that Graham Packaging Company,
L.P. is going public through a business combination with Hicks
Acquisition Company, Inc. in partnership with Graham's current
equity owners The Blackstone Group and the Graham Group in a
transaction valued at $3.15 billion.

The transaction is currently structured such that a change of
control as defined according to provisions within the company's
credit agreement and bond indentures will not be triggered.  
Change of control put provisions within the company's senior
unsecured and senior subordinated notes indentures which require
payment at 101% of par will therefore not be effective.  Further,
it is anticipated that Graham's current capital structure will
remain in place, with no additional debt financing required for
the transaction to close.  

There is a possibility of modest debt reduction as part of the
current financing terms, but Fitch does not anticipate a
meaningful change to the company's credit profile or capital
structure as a result and Graham's credit metrics are expected to
remain relatively unchanged from current levels.  Fitch will
monitor the progression of the transaction and any changes to the
financing or legal structure may warrant a further review of
Graham's ratings.

Fitch's current ratings for Graham are:

Graham Packaging Company, L.P and subsidiary GPC Capital Corp. I
  -- Issuer Default Rating 'B-';
  -- Senior secured revolving credit facility 'B/RR3';
  -- Senior secured term loan 'B/RR3';
  -- Senior subordinated notes 'CCC/RR6'.
  -- Senior unsecured notes 'CCC/RR6'.

The Rating Outlook is Stable.  Approximately $2.5 billion of debt
is covered by the ratings.


HAWTHORNE HILL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:  Hawthorne Hill, LLC
         dba Hawthorne's Restaurant
             Cutler's at the Memorial Art Gallery
             Hawthorne's Caterers
         3500 East Avenue
         Rochester, NY 14618

Bankruptcy Case No.: 08-21613

Chapter 11 Petition Date: June 30, 2008

Court:  Western District of New York (Rochester)

Debtors' Counsel:  Christopher K. Werner, Esq.
                   Boylan, Brown, Code, Vigdor & Wilson LLP
                   2400 Chase Square
                   Rochester, NY 14604
                   Tel: (585) 232-5300
                   E-mail: cwerner@boylanbrown.com

Estimated Assets:   $50,000 to $10,000,000

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

A full-text copy of the Debtor's petition and a list of its 20
largest unsecured creditors are available at no charge at:

     http://bankrupt.com/misc/nywb08-21613.pdf


HEXION SPECIALTY: Huntsman Wants Merger Deal Extended to October 2
------------------------------------------------------------------
Huntsman Corporation's board of directors, unanimously,
provisionally authorized Huntsman Corp. to exercise its right to
extend the merger agreement with Hexion Specialty Chemicals Inc.
by an additional ninety days to Oct. 2, 2008, as permitted by the
terms of the merger agreement.  Huntsman expects to deliver a
formal notice of the extension to Hexion on July 4, 2008.

Huntsman also filed its answer and counterclaims to the Hexion
suit in Delaware and has asked the court to expedite the
proceedings, including by granting expedited discovery and trial.

Huntsman asked the Delaware court to declare that the premature
and inappropriately released Duff & Phelps opinion does not excuse
Hexion from its obligations, that it will in fact be possible to
provide Hexion's lenders with assurance of solvency, and to
declare that no material adverse effect has occurred under the
merger agreement.  Huntsman asked the court to enjoin Hexion from
continuing to breach the merger agreement and to order Hexion to
specifically perform its obligations under the merger agreement.

The counterclaims made by Huntsman in the filing include breach of
contract, breach of good faith and fair dealing, defamation,
injurious falsehood, and commercial disparagement, among others.

"After actively evaluating the situation, our board has concluded
that if Apollo Management L.P causes Hexion to honor its
contractual obligations, Hexion will obtain the antitrust
approvals and the merger can and will close by Oct. 2, 2008,"
Peter Huntsman, president and CEO, stated.  "Apollo and Hexion
continue to assert their ongoing intention that Hexion will do the
work necessary to complete the transaction, and we are asking the
Delaware court to make those more than hollow words."

"I have been deeply disappointed in the actions of Leon Black and
Josh Harris these past two weeks," Jon M. Huntsman, founder and
chairman of Huntsman Corporation, added.  

However, I believe, as does the rest of our board, that all of the
conditions to closing this merger can and will be satisfied, and
that the conditions to Hexion's commitment letter with its lenders
can and will be satisfied as well," Mr. Huntsman stated.  "As I
have said repeatedly, we will take every available action on
behalf of our shareholders to cause Hexion to live up to the
merger agreement."

                             The Deal

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman Corporation agreed to a definitive merger agreement with
Hexion Specialty Chemicals Inc., pursuant to a transaction with a
total value of approximately $10.6 billion, including the
assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

                Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, 2008, the TCR reported that Hexion and related
entities filed a suit in the Delaware Court of Chancery to cancel
the agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  

While both companies individually are solvent, Hexion believes
that consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                       Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of themerger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn," plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, due to Huntsman's underperformance, we
believe that consummating the merger on the basis of the capital
structure agreed to with Huntsman would render the combined
company insolvent.  In fact, Huntsman's suit does not dispute that
the combined company would be insolvent.  We believe Huntsman's
lawsuit is wholly without merit."

                   About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of    
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting      
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.  


HIGH VELOCITY: Bankruptcy Dismissed; Settles with Highgate
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed High Velocity Alternative Energy Inc.'s bankruptcy case
at the request of the Debtor.

On June 27, 2008, the Court approved the Settlement Agreement
between the company and Highgate House Funds Ltd., with a one-time
lump sum payment of $750,000, in full settlement of all amounts
due and all claims by all parties against each other.

"Now that we have cleared this debt of the balance sheet, we can
focus our energy and efforts towards our business plan of
delivering a quality product to our existing customers while
continuing to expand our relationships with new customers and
distributors," CEO Rob Somerman said.

"In addition, Robert Somerman, the owner and president and CEO of
American Chemical Exchange Inc., and its subsidiary Advanced
Chemical Recycling Enterprises Inc., has been appointed president
and CEO of the company.

Mr. Somerman has been a pioneer in creating chemical recycling
programs for many industrial and commercial companies including
the medical products manufacturing and medical products
sterilization industries.  Over the last 20 years he has created
and implemented recycling and recovery programs for many other
companies including chemical manufacturers and textile
manufacturers.

Mr. Somerman has been focused on chemical recovery programs with
an emphasis on finding hydrocarbon by-product streams that can be
recovered to make cleaning compounds, coolants or lubricating oils
for applications in the automotive industry.  

               About High Velocity Alternative Energy

High Velocity Alternative Energy Corp. (PINKSHEETS: HVAG) fka
Triiton Petroleum Group Inc., American Petroleum Group Inc.,
Alliance Petroleum Group Inc. and Prelude ventures Inc. is a
middle market petroleum-based lubricant company specializing in
the refining, blending, packaging, and distribution to the
automotive and manufacturing aftermarket with established regional
distribution channels.  HVAG has started utilizing technology to
capitalize on renewable energy and lubricant sources by recycling
spent oils and glycols.  High Velocity's 40,000 square foot plant
is conveniently located outside Chicago with access to interstate
and rail access.

The Debtor and its debtor-affiliate filed for separate Chapter 11
protection on Feb. 20, 2008, (Bankr. S.D. N.Y. Case No.: 08-35285
to 08-35286) Harold D. Jones, Esq. at Jones & Schwartz P.C.
represents the Debtors' restructuring efforts. High Velocity
Alternative Energy Corp's financial condition as of bankruptcy
filing showed estimated assets of less than $50,000 and estimated
debts of $1 million to $10 million.


HUNTINGTON CDO: Fitch Chips 'BB+' Ratings to 'B-' on Two Classes
----------------------------------------------------------------
Fitch has affirmed 2 classes, downgraded 4 classes, and removed
all 6 classes of notes from Rating Watch Negative issued by
Huntington CDO, Ltd.  These rating actions are effective
immediately:

  -- $459,498,572 class A-1A notes affirmed at 'AAA';
  -- $248,781 class A-1B notes affirmed at 'AAA';
  -- $112,000,000 class A-2 notes downgraded to 'BB+' from 'A';
  -- $70,000,000 class B notes downgraded to 'BB-' from 'BBB';
  -- $16,518,605 class C-1 notes downgraded to 'B-' from 'BB+';
  -- $5,000,000 class C-2 notes downgraded to 'B-' from 'BB+'.

Huntington is a cash flow collateralized debt obligation that
closed on March 29, 2005 and is managed by Western Asset
Management Company.  Huntington's reinvestment period ended in May
2008.  Huntington has a portfolio comprised primarily of subprime
residential mortgage-backed securities bonds (62.3%), Alternative-
A RMBS (13.2%), prime RMBS (5.5%), structured finance CDOs (0.8%)
and other structured finance assets.  Subprime RMBS bonds of the
2005, 2006, and 2007 vintages account for approximately 9.9%,
6.0%, and 11.9% of the portfolio, respectively.  Alt-A RMBS of the
2005, 2006 and 2007 vintages represent approximately 7.0% of the
portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS.  
Since November 2007, approximately 30.1% of the portfolio has been
downgraded net of upgrades, with 14.5% of the portfolio currently
on Rating Watch Negative.  This actual credit deterioration
exceeded Fitch's assumed credit migration from the November 2007
review whereby 18.5% of the assets in the portfolio now carry a
rating below the rating Fitch assumed in November 2007.

As of the May 30, 2008 trustee report, all overcollateralization
tests and interest coverage tests were passing their respective
triggers.  The class A/B OC test was at 106.31% compared to the
103.70% trigger, and the class C OC test was at 102.88% compared
to the 101.38% trigger.  The class A/B IC test was at 162.77%
compared to the 110.00% trigger, and the class C IC test was at
153.30% which was above the 105.00% trigger.  The weighted average
coupon and weighted average spread were also passing their tests.  
The WAC was at 6.61% compared to the 5.95% trigger, and the WAS of
1.69% was exactly at the 1.69% trigger.

The class A-1A and class A-1B notes were affirmed at 'AAA' due to
their high credit enhancement and seniority of priority of
payments in the waterfall.  Also, there are plenty of investment
grade securities currently in the collateral pool to support the
affirmation.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these classes.  Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

The ratings of the class A-1A, A-1B, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the class C-1 and C-2 notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the transaction's governing documents, as well as
the stated balance of principal by the legal final maturity date.


HUNTSMAN CORP: Board Okays Oct.  2 Extension of Hexion Merger Deal
------------------------------------------------------------------
Huntsman Corporation's board of directors, unanimously,
provisionally authorized the company to exercise Huntsman's right
to extend the merger agreement with Hexion Specialty Chemicals
Inc. by an additional ninety days to Oct. 2, 2008, as permitted by
the terms of the merger agreement.  Huntsman expects to deliver a
formal notice of the extension to Hexion on July 4, 2008.

Huntsman also filed its answer and counterclaims to the Hexion
suit in Delaware and has asked the court to expedite the
proceedings, including by granting expedited discovery and trial.

Huntsman asked the Delaware court to declare that the premature
and inappropriately released Duff & Phelps opinion does not excuse
Hexion from its obligations, that it will in fact be possible to
provide Hexion's lenders with assurance of solvency, and to
declare that no material adverse effect has occurred under the
merger agreement.  Huntsman asked the court to enjoin Hexion from
continuing to breach the merger agreement and to order Hexion to
specifically perform its obligations under the merger agreement.

The counterclaims made by Huntsman in the filing include breach of
contract, breach of good faith and fair dealing, defamation,
injurious falsehood, and commercial disparagement, among others.

"After actively evaluating the situation, our board has concluded
that if Apollo Management L.P causes Hexion to honor its
contractual obligations, Hexion will obtain the antitrust
approvals and the merger can and will close by Oct. 2, 2008,"
Peter Huntsman, president and CEO, stated.  "Apollo and Hexion
continue to assert their ongoing intention that Hexion will do the
work necessary to complete the transaction, and we are asking the
Delaware court to make those more than hollow words."

"I have been deeply disappointed in the actions of Leon Black and
Josh Harris these past two weeks," Jon M. Huntsman, founder and
chairman of Huntsman Corporation, added.  

However, I believe, as does the rest of our board, that all of the
conditions to closing this merger can and will be satisfied, and
that the conditions to Hexion's commitment letter with its lenders
can and will be satisfied as well," Mr. Huntsman stated.  "As I
have said repeatedly, we will take every available action on
behalf of our shareholders to cause Hexion to live up to the
merger agreement."

                             The Deal

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman Corporation  agreed to a definitive merger agreement with
Hexion Specialty Chemicals Inc., pursuant to a transaction with a
total value of approximately $10.6 billion, including the
assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

                Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, 2008, the TCR reported that Hexion and related
entities filed a suit in the Delaware Court of Chancery to cancel
the agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  

While both companies individually are solvent, Hexion believes
that consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                       Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of themerger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn," plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, due to Huntsman's underperformance, we
believe that consummating the merger on the basis of the capital
structure agreed to with Huntsman would render the combined
company insolvent.  In fact, Huntsman's suit does not dispute that
the combined company would be insolvent.  We believe Huntsman's
lawsuit is wholly without merit."

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting      
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                    About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of    
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                           *     *     *

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


IDLAIRE TECHNOLOGIES: Court Approved Employee Incentive Plan
------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware gave IdleAire Techonologies Inc. permission
to pay $504,242 to 22 management employees, who are involved in
the proposed sale, under the incentive plan.

Judge Gross said all payments will be allowed administrative
expenses of the Debtor's estate under Section 503(b) of the
Bankruptcy Code.

The total payment under the incentive plan is about 5% of the
estimated cash purchase price of $10 million from the proposed
sale.  Moreover, the payments will be in lieu of other performance
bonus, severance pay, or retention compensation for management
employees.  Among other things, Lynn Youngs, chief operations
officer, will be paid $40,950, while James Henry Price, SVP &
general counsel, will receive $37,950, under the plan.

On June 26, 2008, the Official Committee of Unsecured Creditors
opposed the Debtor's incentive plan alleging that it is nothing
more than a retention plan, which fails to satisfy Section 503(c)
of the Bankruptcy Code.  "It is clear that the Debtor's proposed
incentive plan falls short of what is required," the Committee
pointed out.

As reported in the Troubled Company Reporter on June 2, 2008,
the Court approved proposed bidding procedures for the sale of
substantially all of the Debtor's assets.  The Debtor agreed to
sell its assets for $10 million including the assumption of
certain liabilities to the proposed purchaser IdleAire Acquisition
Company, which includes, among other things, Airlie Opportunity
Master Fund Ltd., Kenmont Special Opportunities Master Fund LP,
and Miesque Fund Limited.

The $10 million purchase price consists of (i) a credit bid of all
or portion of either the investors' debtor-in-possession financing
claims or 13% senior notes due 2012, or (ii) cash or a combination
of any of the forgoing, plus assumed liabilities.

The Debtor said it believes management employees require
additional incentives to close the sale, given the hard work and
dedication they have displayed regarding the sale.

Pursuant to the proposed incentive plan, upon the earlier of:

   i) the involuntary termination of the management employee,      
      other than for cause, and

  ii) the closing of a going concern sale of the Debtor's
      business, each of the management employee who fulfilled
      his or her obligations through the closing or termination
      will be entitled to get a one-time incentive payment of 20%
      of annual salary.

                       About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation      
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
The Debtor selected Kurtzman Carson Consultants LLC as claim,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on June 30, 2008, the
Debtor's summary of schedules showed total assets of $152,398,370
and total debts of $373,220,369.


INFINITY CAPITAL: Net Assets Up $620,269 in 2008 First Quarter
--------------------------------------------------------------
Infinity Capital Group Inc. had a net increase in net assets from  
operations of $620,269 during the three months ended March 31,
2008, as compared to a net increase in net assets from operations
of $91,947 for the three months ended March 31, 2007.

During the three month period ended March 31, 2008, the company  
did not recognize any investment income from its investment  
activities compared to $100,000 for the same period in 2007.  
During the three months ended March 31, 2007, investment income
included consulting services to Fluid Audio Networks for
which the company received $15,000 in cash and $85,000 in stock.

The company had an increase in change in unrealized gains from
investments, net of tax, of $507,062 during the three months ended
March 31, 2008, compared to an increase in the change in
unrealized gains from investments, net of tax, of $26,275 during
the three months ended March 31, 2007.  The increase in change in
unrealized gains from investments during the three months ended
March 31, 2008, is largely a result of the company's investment in
Strategic Environmental & Energy Solutions.

At March 31, 2008, the company's balance sheet showed $1,212,814
in total assets, $447,951 in total liabilities, and $764,863 in
total net assets.

Full-text copies of the company's financial statements at
March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2e4f

                       Going Concern Doubt

Larry O'Donnell, CPA, P.C. expressed substantial doubt about
Infinity Capital Group Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  Mr. O'Donnell pointed to the
company's recurring losses from operations.

                      About Infinity Capital

Headquartered in New York, Infinity Capital Group Inc.
-- http://www.infinitybdc.com/-- is a non-diversified, closed-end  
management investment company that has elected to be treated as a
Business Development Company under the Investment Company Act of
1940.  As a BDC, the company must be primarily engaged in the
business of furnishing capital and making available managerial
assistance to portfolio companies that generally do not have ready
access to capital through conventional financial channels.


INTELSAT LTD: Moody's Assigns Caa2 Rating to $309.3MM Notes
-----------------------------------------------------------
Moody's Investors Service assigned ratings to approximately $2.0
billion of new debt instruments issued by Intelsat, Ltd. through
its subsidiary, Intelsat Jackson Holdings, Ltd.  At the same time,
Moody's also affirmed Intelsat's Caa1 corporate family rating,
Caa1 probability of default rate and SGL-3 speculative grade
liquidity rating while maintaining the stable ratings outlook.

The rating action was prompted by refinance activity resulting
from required change of control offers applicable to debt
instruments that were outstanding prior to Intelsat's recent
acquisition by private equity investors.  

Since this transaction substitutes debt being "put" back to
Intelsat Jackson with similarly sized and structured replacements,
the transaction is assessed as being neutral to Intelsat's Caa1
CFR, Caa1 PDR and SGL-3 speculative grade rating, and there is no
need to modify ratings or loss given default assessments of
individual debt instruments.  With no change to the credit profile
of the company expected to occur over the near term, the outlook
continues to be stable.

Assignments:

Issuer: Intelsat Jackson, Ltd.

  -- $701.9 million 9.5% Senior Notes due June 15, 2016, Rated B3
     (LGD3, 32%)

  -- $1,010.0 million Senior Unsecured Term Loan due 2014, Rated
     B3 (LGD3, 32%)

  -- $309.3 million 11.5% Senior Notes due June 15, 2016, Rated
     Caa2 (LGD4, 60%)

Headquartered in Pembroke, Bermuda, Intelsat Ltd. is the world's
leading fixed satellite service operator and is privately held by
BC Partners Holdings Limited, Silver Lake Partners and certain
other equity investors.


J.F. ANCILLARY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J.F. Ancillary Services, Inc.
        4202 Rear 19th Street
        Lubbock, Texas 79407

Bankruptcy Case No.: 08-50242

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtors' Counsel: Gregory Todd Meyer, Esq.
                   (meyerlaw@msn.com)
                  Meyer & Colegrove, PLLC
                  5700 Granite Parkway, Suite 470
                  Plano, Texas 75024
                  Tel: (972) 334-0091
                  Fax: (972) 334-0094
                  
Total Assets: $8,097,584

Total Debts:  $7,814,211

A copy of the Debtor's petition together with a list of largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/texnb08-50242.pdf


KAR HOLDINGS: S&P Affirms 'B-' Rating; Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on KAR
Holdings Inc. to stable from positive.  At the same time, S&P
affirmed the 'B-' long-term corporate credit rating and all debt
issue ratings on KAR.
     
"The outlook change reflects our view that the company's
performance over the next year, including the effect of weaker
economic conditions in North America, will limit improvement in
KAR's earnings and cash flow expansion in the year ahead," said
Standard & Poor's credit analyst Nancy Messer.  "Thus, we no
longer expect the company's credit measures to improve
sufficiently in 2008 and into 2009 to warrant a potential upgrade.  
However, S&P do expect the company's financial performance and
resulting credit measures to remain adequate for the existing
rating," she continued.
     
The ratings on Carmel, Indiana-based KAR reflect its heavy debt
from its leveraged buyout in 2007 and low prospective cash flow
generation, partly offset by a weak business position.  The
company was formed as a result of the April 2007 merger of ADESA
Inc. and Insurance Auto Auctions Inc.  Total balance sheet debt at
March 31, 2008, was $2.6 billion, including the senior credit
facilities and $1 billion of junior debt.
     
KAR's weak business position reflects its competitive operating
environment.  KAR has limited pricing power with customers such as
large banks, daily rental companies, and large insurance
companies.  The industry is mature but fragmented, so in addition
to expected market share gains, meaningful expansion will likely
require acquisitions.  KAR's dealer financing operation, AFC, by
necessity has a high-risk customer base. Lending to used-car
dealers is risky because they are often undercapitalized and
fraudulent actions against lenders could occur, but AFC appears to
be well-structured to manage credit risks and has been able to
generate acceptable returns.
     
Partially offsetting these factors are the company's secure No. 2
position in the U.S. whole vehicle auction market and strong
position in the salvage auction market (35% market share) relative
to its primary competitor, unrated Copart Inc., which has a 37%
market share.  The volume of auction vehicles should be fairly
stable, and KAR has established relationships with buyers and
large institutional sellers.  Notably, the revenue streams for
both IAAI and ADESA are driven by fees for services charged to
customers and are not dependent on automaker vehicle production or
auto sales.
     
The stable outlook indicates that S&P believe KAR's stable
businesses, tight financial controls, and cost-side initiatives
should enable the company to generate adequate earnings and free
cash flow during the next year despite difficult market
conditions.  The company's margins are being pressured by mix
shifts and lower conversion rates at ADESA and by interest spread
compression at AFC.  

S&P believe lower earnings and cash flow prospects will likely
prevent the company from materially improving credit measures in
the year ahead, but S&P could revise the outlook to positive in
the longer term if industry conditions improve so as to allow KAR
to sustain EBITDA expansion and generate sufficient cash flow to
meaningfully and permanently reduce debt.  

S&P could revise the outlook to negative if KAR's free cash flow
turns meaningfully negative or if a worse-than-expected EBITDA
shortfall significantly depletes availability on the revolving
credit facility.  Also, aggressive acquisition activity that
reduces availability under the revolving credit facility could
also lead to a negative outlook.


KRISPY KREME: MGL Asset Deal Has No Impact on S&P's Ratings Yet
---------------------------------------------------------------
Standard & Poor's Ratings Services said that MGL Asset Management
Group LLC's unsolicited offer to purchase Krispy Kreme Doughnuts
Inc. (B-/Negative/--) has no immediate effect on the company's
ratings or outlook.  At this point, S&P cannot discern if the
offer is credible or if it will be accepted.  S&P's current
ratings reflect the many challenges facing the company, namely
slower consumer spending, rising commodity costs, and a declining
domestic store base that is a result of narrow product offerings
that has not been able to compete effectively within the breakfast
and snack-food segments of the restaurant industry.  If Krispy
Kreme were purchased, those challenges would not change
materially, and therefore, the ratings and outlook are not likely
to change.
     
The report from MGL Asset Management states that the offer would
be for $7.25, which would be a 45% premium over Krispy Kreme's
closing price on June 30, 2008, of $4.99, and would be financed
with a combination of debt and equity.  The company's senior
secured credit agreement also has a "Change of Control" provision,
which would likely mean that the outstanding borrowings on its
term loan would have to be refinanced or retired, if the company
were purchased.  
     
If Krispy Kreme were to enter into a definitive agreement with a
potential buyer, S&P would review the terms of the proposed
transaction as they become available and respond to them as
appropriate.


LANDSOURCE: Wants to Pay Newhall Land's Prepetition Claims
-----------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
LandSource Communities Development LLC and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to:

   (a) authorize, but not require, Newhall to pay, in its sole
       discretion, all Employee Obligations and Additional
       Benefits, and to continue to honor its practices,
       programs, and policies with respect to employees and
       Newhall Retirees as the practices, programs and policies
       were in effect as of the Petition Date;

   (b) authorize and direct the banks including Bank of America,
       N.A., to receive, process, and pay any and all checks or
       wire transfers drawn on Newhall's accounts in satisfaction   
       of Employee Obligations and Additional Benefits; and

   (c) schedule a hearing to consider the request with respect to
       the Additional Benefits and certain payouts with respect
       to accrued vacation days.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates The Newhall Land and Farming
Company is the only Debtor that currently has employees with
potential claims for amounts owed before the Petition Date in the
ordinary course of its business.  Newhall incurs payroll and
employee benefits obligations to its employees for the
performance of services.

As of June 6, 2008, Newhall has 78 full-time employees, of which
46 are salaried employees and 32 are hourly paid.  Newhall also
uses the services of two contract employees.  In addition,
Newhall owes certain obligations to pre-acquisition employees and
Newhall retirees.

According to Mr. Collins, the Employee Obligations are generally
categorized as:

                                                Unpaid As Of
   Employee Obligations                         Petition Date
   --------------------                         -------------  
   A. Wages and salaries, including                    
      bi-weekly payment to Newhall
      Employees through direct
      deposits or check.                              $2,500
       
   B. Garnishments withheld by Newhall.                   $0

   C. Payroll taxes, including federal, state,           
      and local income taxes as well as
      social security and Medicare taxes.            $69,291
     
   D. Reimbursable expenses, including business
      expenses incurred in the ordinary course
      of employment.                                 $17,500

   E. Employee benefits, including various benefit
      plans and policies:
     
      1. PTO plans.  Newhall Employees accrue
         paid time off and related benefits:
         
         (a) Vacation, sick days and personal days  $503,795
        
         (b) Holiday pay.  Newhall Employees are
             allowed 10 paid holidays during the
             calendar year.                               $0

         (c) Jury duty.  Each Newhall Employee             
             is eligible for paid leave, in an
             unlimited number of days, if he or
             she is summoned for jury duty.               $0

         (d) Bereavement.  Each Newhall Employee           
             is entitled to three paid bereavement      
             days per year, upon the death of an
             immediate family member.                     $0

      2. Health and welfare plans.  Newhall
         sponsors several health and welfare plans
         to provide benefits to Newhall Employees,
         including:
        
         (a) Medical plan                           $889,408
         
         (b) Dental plan                             $98,670
       
         (c) Vision plan                             $12,496
        
         (e) Basic life insurance and
             AD&D plans                              $13,875

         (f) Supplemental insurance                  $42,667
        
         (g) Disability benefits include the:
         
              (i) annual cost provide by Newhall     $14,649
        
             (ii) annual cost provided by Newhall    $18,720   
                  employees
                  
         (d) Flexible spending programs for   
             medical and dependent care               $2,920
        
         (e) Personal accident and Personal           
             cancer insurance                         $5,240
        
      3. Employee Savings Plan 401(k).  Newhall        
         withholds from the wages of participating
         Newhall Employees contributions toward
         Newhall's Employee Savings Plan 401(k).      $1,124

      4. Service Awards.  Newhall offers its
         non-executive employees service awards
         based on years of employment, which are
         awarded in five-year increments.            $29,290
       
      5. Other Programs

         (a) Auto allowance program                       $0
        
         (b) Employee assistance program                  $0
       
         (c) Educational Reimbursement                  $700
        
         (d) Protective footwear reimbursement            $0  
       
         (e) Military leave policy                        $0
       
         (f) Severance pay plan                           $0

   F. Retirement plans and benefits.  Before being
      acquired by the LandSource Group, in the
      ordinary course of its business, Newhall
      offered its employees certain retirement
      benefits, including:
   
        (a) Defined benefits plan                         $0
   
        (b) Supplemental retirement restoration
            plan                                          $0

        (c) Supplemental executive retirement plan        $0
   
        (d) Special severance arrangement                 $0
   
        (e) Supplemental savings restoration plan         $0
   
        (f) Retiree health and welfare benefits           $0
   
        (g) Retiree life insurance plan                   $0
   
   G. Obligations to Contract Employees.  Newhall
      also uses the services of two independent
      contract employees in the ordinary
      course of business.  The Contract Employees
      were members of Newhall's senior management
      prior to the January 2004 acquisition.         $18,904

   H. Newhall's Additional Benefits.  Newhall is      
      obligated to pay certain additional benefits
      to certain pre-acquisition employees and
      current Newhall Employees.                     $38,315

Section 507(a)(4)(A) of the Bankruptcy Code provides that claims
of employees for "wages, salaries, or commissions, including
vacation, severance, and sick leave pay" earned within 180 days
before the Petition Date are afforded priority unsecured status
to the extent of $10,950 per individual.  Similarly, Section
507(a)(5) provides that employees' claims for contributions to
certain employee benefit plans are also afforded priority
unsecured status to the extent of $10,950 per employee covered by
the plan, less any amount paid pursuant to Section 507(a)(4).

Newhall believes that a substantial portion of the Employee
Obligations relating to the period before the Petition Date
constitutes priority claims under Sections 507(a)(4) and (5).  As
priority claims, these obligations must be paid in full before
any of Newhall's general unsecured obligations may be satisfied,
Mr. Collins asserts.  Thus, he avers, the proposed payments will
affect only the timing of the payment of these priority
obligations and should not prejudice the rights of general
unsecured creditors or other parties-in-interest.

In addition, notwithstanding that only 16 employees have claims
for prepetition Employee Obligations in excess of $10,950,
Newhall submits that, to the extent any Employee is owed in
excess of $10,950, satisfaction and payment of the amount is
necessary and appropriate and may be authorized under Sections
105(a) and 363(b) of the Bankruptcy Code pursuant to the
"necessity of payment" doctrine.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 2;
http://bankrupt.com/newsstand/or 215/945-7000).    


LEGACY CAPITAL: Section 341(a) Meeting Scheduled for July 18
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Legacy
Capital Investments LLC and its debtor-affiliates' creditors on
July 18, 2008, at 1:30 p.m., at the Plano Centre, 1100 Commerce
Street, Room 976, in Dallas, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Based in Dallas, Texas, Legacy Capital Investments LLC and its
affiliates are real estate developers.  The company and some of
its affilites filed for Chapter 11 protection on June 3, 2008
(Bankr. E.D. Tex. Lead Case No. 08-41449).  Other two affiliates,
KG Legacy Ozark LLC and Kenneth Marston Good, filed for protection
on May 5, 2008 and April 15, 2008, respectively.

Frank J. Wright, Esq., at Wright Ginsberg Brusilow P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, Legacy Capital
Investments listed total assets of $63,000,000 and total debts of
$55,088,217.


LEGACY CAPITAL: Can Employ Wright Ginsberg as Bankruptcy Counsel
----------------------------------------------------------------
Legacy Capital Investments LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Texas to employ Wright Ginsberg Brusilow P.C. as its general
bankruptcy counsel.

Wright Ginsberg is expected to, among others, render legal advice
to the Debtors with respect to their powers and duties as debtors-
in-possession, negotiate, prepare, and file a plan of
reorganization and disclosure statement, and take all necessary
action to protect and preserve the Debtors' estates.

Frank J. Wright, Esq., a shareholder at Wright Ginsberg, told the
Court that the firm's professionals bill these hourly rates:

      Frank J. Wright             $600
      Paul B. Geilich             $450
      Ashley Ellis                $425
      Kim Moses                   $250

      Partners, Attorneys      $250 - $600       
      Associates               $150 - $250
      Paralegals               $100 - $150

Mr. Wright assured the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Based in Dallas, Texas, Legacy Capital Investments LLC and its
affiliates are real estate developers.  The company and some of
its affiliates filed for Chapter 11 protection on June 3, 2008
(Bankr. E.D. Tex. Lead Case No. 08-41449).  Other two affiliates,
KG Legacy Ozark LLC and Kenneth Marston Good, filed for protection
on May 5, 2008 and April 15, 2008, respectively.

Frank J. Wright, Esq., at Wright Ginsberg Brusilow P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, Legacy Capital
Investments listed total assets of $63,000,000 and total debts of
$55,088,217.


LEHMAN XS: Moody's Junks Ratings of 9 Interest Margin Securities
----------------------------------------------------------------
Moody's Investors Service has downgraded 16 net interest margin
securities issued by Lehman XS.  These NIM transactions rely on
excess spread and prepayment penalties generated by the underlying
residential mortgage backed securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  These
securities have been downgraded based upon performance on the
underlying transactions that has negatively impacted future
residual payments to the NIM holders.

The complete list of rating actions is:

Issuer: Lehman XS NIM Company 2006-AR2

  -- Cl. A-3, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS NIM Company 2006-AR4

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

  -- Cl. A-3, Downgraded to B2 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Net Interest Margin Notes Series 2005-1

  -- Cl. B, Downgraded to Ca from Ba2
  -- Cl. A, Downgraded to B2 from Baa2

Issuer: Lehman XS Net Interest Margin Notes Series 2005-10

  -- Cl. B, Downgraded to B3 from Ba2

Issuer: Lehman XS Net Interest Margin Notes Series 2005-2

  -- Cl. B, Downgraded to Ca from Ba2
  -- Cl. A, Downgraded to Caa1 from Baa2

Issuer: Lehman XS Net Interest Margin Notes Series 2005-6

  -- Cl. A, Downgraded to B2 from A3

Issuer: Lehman XS Net Interest Margin Notes Series 2005-8

  -- Cl. B, Downgraded to Caa3 from Ba2

Issuer: Lehman XS Net Interest Margin Notes Series 2006-3

  -- Cl. B, Downgraded to Ca from Ba2
  -- Cl. A, Downgraded to Ca from Baa3

Issuer: Lehman XS Net Interest Margin Notes Series 2006-7

  -- Cl. B, Downgraded to Ca from Ba2
  -- Cl. A, Downgraded to Caa2 from A3


LEVITT AND SONS: Files Joint Plan of Liquidation
------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates, together with the
Official Committee of Unsecured Creditors, delivered to the U.S.
Bankruptcy Court for the Southern District of Florida a joint plan
of liquidation on June 27, 2008.

As per court documents, Levitt and Sons seeks to wind down its
homebuilding operations.  The plan filing came right as the
company's exclusive right to file a Chapter 11 plan expired on
Friday, June 27.

"It's abundantly clear and fair to say that Levitt and Sons will
not reorganize," The South Florida Sun-Sentinel quotes Paul
Singerman, Esq., at Berger Singerman P.A., the company's counsel
as saying.  "It's just an awful market for residential
developers."

The Liquidation Plan designates claims of the company's creditors
into specific classes and provides for the corresponding
treatment for each claim class.  A Plan Administrator will be
appointed to oversee the contemplated winding down process of the
Levitt and Sons business.

                        Contents of the Plan

Under the Debtors' Joint Liquidating Chapter 11 Plan, all claims
against and equity interests:

  * for the LAS Consolidated Debtor are classified into 11
    classes:

     Class    Description
     -----    -----------
        1     Allowed Priority Claims
        2     Allowed Secured Claims of Woodbridge
        3     Allowed Secured Claims of Bank of America, N.A.
        4     Allowed Secured Claims of KeyBank, N.A.
        5     Allowed Secured Claim of AmTrust Bank (Hartwood
              Reserve)
        6     Allowed Secured Claims of Wachovia Bank, N.A.
        7     Allowed Post Petition DIP Financing Secured Claim
              of Wachovia Bank, N.A.
        8     Allowed Other Secured Claims
        9     Allowed General Unsecured Claims
       10     Allowed Subordinated Claims
       11     Allowed Equity Interests

  * for the Tennessee Consolidated Debtor are classified into
    eight classes:

     Class    Description
     -----    -----------
        1     Allowed Priority Claims
        2     Allowed Secured Claims of Regions Bank, N.A.
        3     Allowed Secured Claim of Wachovia Bank, N.A.
        4     Allowed Secured Claim of Financial Federal Savings
              Bank
        5     Allowed Other Secured Claims
        6     Allowed General Unsecured Claims
        7     Allowed Subordinated Claims
        8     Allowed Equity Interests

Claims in Classes LAS-2, LAS-3, LAS-4, LAS-5, LAS-6, LAS-7, LAS-
8, LAS-9, LAS-10, LAS-11, TENN-2, TENN-3, TENN-4, TENN-5 AND
TENN-6, TENN-7 AND TENN-8 are or may be Impaired.

Holders of Claims in Classes LAS-10 and Tenn-7 and Equity
Interests in LAS-11 and Tenn-8 are not expected to receive any
distribution under the Plan, and accordingly, these Holders are
deemed to reject the Plan, and their votes are not being
solicited.

Classes LAS-1 and Tenn-1 are Unimpaired and are, therefore,
conclusively deemed to have accepted the Plan.

The Administrative Expense Claims, Professional Claims and
Priority Tax Claims have not been classified and are deemed not
to be Impaired.

Accordingly, a ballot for acceptance or rejection of the Plan is
being provided only to holders of claims in classes LAS-2, LAS-3,
LAS-4, LAS-5, LAS-6, LAS-7, LAS-8, LAS-9, TENN-2, TENN-3, TENN-4,
TENN-5 AND TENN-6.

A. LAS Consolidated Debtor
                             Estimated
         Class               Recovery  
         -----               ---------
         LAS 1               100%
         LAS 2               Woodbridge settlement
         LAS 3               Based on Collateral  
         LAS 4               Based on Collateral
         LAS 5               Up to 100%  
         LAS 6               Pursuant to DIP Agreement
         LAS 7               Pursuant to DIP Agreement
         LAS 8               Based on Collateral
         LAS 9               Pro rata    
        LAS 10               Pro rata    
        LAS 11               None

B. Tennessee Consolidated Debtor

                             Estimated
         Class               Recovery  
         -----               ---------
        TENN 1               100%
        TENN 2               Regions Bank Sale Order
        TENN 3               Regions Bank Sale Order
        TENN 4               Regions Bank Sale Order
        TENN 5               Based on Collateral
        TENN 6               Pro rata
        TENN 7               Pro rata
        TENN 8               None

John A. Dischner, the Debtors' executive vice president, relates
that at this time, the Debtors cannot estimate the total amount
of unpaid Allowed Administrative Expense Claims that will exist
as of the Effective Date, including unpaid fees and expenses of
professionals, as well as administrative expenses of vendors
under Section 503(b)(9) of the U.S. Bankruptcy Code.

Ordinary course postpetition liabilities will be paid pursuant to
their terms.  Compensation or reimbursement of expenses to
Professionals will be paid to the extent allowed as an Allowed
Administrative Expense by the Court.

Notwithstanding anything to the contrary, the Allowed
Administrative Expense Claims incurred in respect of the Wachovia
Collateral under the Wachovia DIP Loan Agreement, including the
professional fees of the Wachovia Collateral Administrator and
his professionals during the Chapter 11 cases, will be paid
solely from the loan provided by Wachovia Bank, National
Association, pursuant to the Wachovia DIP Loan Agreement or from
proceeds of the Wachovia Collateral or upon other terms
acceptable to Wachovia.  Therefore, neither the LAS Consolidated
Debtor, the Tennessee Consolidated Debtor, nor the Plan
Administrator will have any liability, Mr. Dischner says.

Under the Plan, each Holder of an Allowed Priority Tax Claim will
receive Cash equal to the amount of the allowed claim, without
postpetition interest or penalty.  At this time, the Debtors
cannot estimate the total amount of unpaid Allowed Priority Tax
claims as of the Effective Date, Mr. Dischner informs the Court.

In addition, the Debtors will pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6)
on the Effective Date, and provide an appropriate affidavit
indicating Cash disbursements for all relevant periods.

Notwithstanding anything to the contrary, the Plan Administrator
and the Wachovia Collateral Administrator will also pay the U.S.
Trustee the appropriate sum for post-confirmation periods within
the time periods set forth in Section 1930(a)(6) until the
earlier of the closing or upon dismissal of the applicable
Chapter 11 case, or conversion of the Chapter 11 case to another
chapter under the Bankruptcy Code.  Upon payment of each post-
confirmation payment, the Plan Administrator and Wachovia
Collateral Administrator will provide the U.S. Trustee with a
quarterly report and appropriate affidavit indicating income and
disbursements for the relevant periods.

Mr. Dischner says that, as of June 27, 2008, the Debtors have
paid all fees due and owing the U.S. Trustee.  The Plan
Administrator and Wachovia Collateral Administrator, as
applicable, anticipate paying all fees through confirmation of
the Plan and thereafter, as provided.

If, and to the extent, Wachovia has an Allowed General Unsecured
Claim under and pursuant to the Wachovia DIP Loan Agreement,
Wachovia will not participate in any Distribution in Class LAS 9
in respect of the $1,000,000 Admin Cap and the $3,000,000 cash
Guaranteed Amount pursuant to the DIP Agreement.

                         Disputed Claims

No Distribution will be made with respect to any Disputed Claim
unless and until that claim becomes an Allowed Claim.

The Plan Administrator will establish a Disputed Claims Reserve
for each Disputed Claim.  The reserve will be funded with Cash
representing the Pro Rata Share of the Cash that would otherwise
be distributed to the Holders of each Disputed Claim, if that
claim was allowed.

If and when a Disputed Claim or any portion of that claim becomes
a Disallowed Claim, the Pro Rata Share of the distributions to
which each Holder of an Allowed Claim in the Class of Claims to
which the Disputed Claim belongs, will increase commensurately.

A full-text copy of the Levitt and Sons Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?2ed9

                      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.  The Debtors have until June 27,
2008, to file a plan.  (Levitt and Sons Bankruptcy News,
Issue No. 23 and 24; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Sale of Shelby County Property for $13MM Approved
------------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida found that Hyneman Companies LLC's
bid to acquire a 26-acre Property in Shelby County and more than
200 lots in five subdivisions from Levitt and Sons of Shelby
County, LLC constitutes the highest and best bona fide bid
received by the Levitt and Sons LLC and its debtor-affiliates.

The Court thus approved the Debtors' sale request, and authorized
the Debtors to enter into the Purchase Agreement with Hyneman.  

The Debtors have withdrawn their request for an exemption from
any stamp tax or similar tax pursuant to Section 1146(a) of the
Bankruptcy Code.  The Debtors were able to resolve the objections
of Regions Bank, Wachovia Bank, N.A., and Financial Federal
Savings Bank.  All other remaining objections were overruled by
the Court.

No break-up fee or reimbursable expenses are payable to Hyneman,
as there were no additional qualifying bids, and there was no
auction conducted.  Hyneman has not chosen to assume any
Contracts.

The closing of the Sale was to take place June 30, 2008.  

At closing, the Debtors are directed to withhold from the sale
proceeds, and pay to Regions Bank an amount equal to the "Regions
Bank Allocation" in full and complete satisfaction of its lien on
the Property.

The Regions Bank Allocation is calculated as:

   (a) the gross sales price less the closing costs, including
       $100,000 fee to Hilco and the ad valorem real property
       taxes that are a lien on the Property, and are to be paid
       under the Agreement, will be allocated 72.5% to Regions
       Bank, and 27.5% to the Debtors.

   (b) the purchase price adjustment attributable to homes
       subject to the lien of Regions Bank and sold between the
       contract date and the Sale date, in the amount of
       $232,722, will be deducted from the 72.5% allocation.
       Regions Bank will be paid $232,722 at Closing.

   (c) in the event the sales price is adjusted as a result of a
       fire that destroyed a home subject to a lien of Regions
       bank, an amount equal to 50% the sum of (i) the applicable
       purchase price adjustment less, (ii) $28,090 will be
       declared from the 72.5% allocation.

In addition to the Regions Bank Allocation at Closing, the Debtor
(i) will pay Regions Bank the escrowed amount of $332,460, which
constitutes the proceeds of property sold between the contract
date and the Sale date, and property sold before the execution of
the Agreement, and (ii) assign to Regions Bank all of the
Debtors' right title and interest in and to the sum of $487,873,
which was escrowed for the prior sale approved pursuant to the
Court's December 19, 2007 order.

The Debtors have reached a global settlement with Regions Bank.  
Regions Bank is owed the sum of $15,801,867, and the value of its
remaining collateral is insufficient to pay the Bank in full.  
Thus, the parties agree that:

   * Upon payment to Regions Bank of the amounts to be paid at
     Closing, the assignment to Regions Bank Escrow and the
     receipt of the "General Release" from the Debtors and the
     Official Committee of Unsecured Creditors, the proofs of
     claim filed by Regions Bank will be allowed as unsecured
     claims.

   * The amount of the allowed unsecured claim equals 50% of the
     sum of (i) $15,801,867, less (ii) the amounts paid to
     Regions Bank at closing and any amounts it may later receive
     from the Escrow.  

   * In return for the 50% reduction of its deficiency claim,
      the Debtors will give Regions Bank a general release.

The Debtors will pay to:

   (1) Wachovia, out of their share of the proceeds, the sum of
       $251,509, plus per diem interest of $34 accruing from
       June 13, 2008 until paid.  This payment is in full and
       complete satisfaction against any and all claims that
       Wachovia has with regard to the Property.  Wachovia will
       satisfy its mortgages against the Property at the time of
       payment.

   (2) Financial Federal, out of their share of the proceeds, the
       sum of $233,591 plus per diem interest of $45 accruing
       from June 4, 2008, until paid.  This payment is in full
       and complete satisfaction against any and all claims that
       Financial Federal has with regard to the Property.
       Financial Federal will satisfy its mortgages against the
       Property at the time of payment.

Any and all construction liens, mechanic's lines and
materialmen's liens encumbering that portion of the Property
subject to the liens of Regions Bank, Wachovia and Financial
Federal are junior in priority to the Banks' liens.  These junior
liens will not attach to the proceeds of the Sale and the lien
holders will not receive any of the Sale proceeds, as there is no
equity in the Property subject to the Banks' liens.

A full-text copy of the Shelby Sale Order is available for free
at http://researcharchives.com/t/s?2f00

                      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.  The Debtors have until June 27,
2008, to file a plan.  (Levitt and Sons Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEXINGTON PRECISION: Files Chapter 11 Plan of Reorganization
------------------------------------------------------------
Lexington Precision Corp. and its debtor-affiliates delivered to
the United States Bankruptcy Court for the Southern District of
New York a joint Chapter 11 plan of reorganization dated June 30,
2008.

Separately, the Debtors ask the Court to extend until July 30,
2008, to file a proposed disclosure statement explaining that
plan.  A hearing is set for July 22, 2008, at 10:00 a.m.  
Objections, if any, are due July 15, 2008.

According to Christopher Scinta of Bloomberg News, the Debtors'
Official Committee of Unsecured Creditors is asking the Court for
permission to file its own Chapter 11 plan on concern that the
Debtors are not protecting their creditors' interests.

The plan classifies interests against and claims in the Debtors in  
17 classes.  A full-text copy of the joint Chapter 11 plan of
reorganization is available for free at

               http://ResearchArchives.com/t/s?2efb

Under the plan, senior subordinated noteholders will be entitled
to receive $15,000,000 of 12% senior subordinated notes due Dec.
31, 2013.  The notes will be subordinate and junior in right to
all indebtedness.  All secured claims against the Debtors will be
paid in full.

On the plan's effective date, each holder of allowed general
unsecured claim will receive:

   i) cash in the amount of 25% of the allowed general unsecured
      claim, and

  ii) three equal cash payments in an amount equal to 26.5% of the
      allowed claim.

All equity interests will be unaltered.  However, interests in
Lexington Precision will be diluted because of the increase in the
number of authorized shares of Lexington Precision common stock.

                  About Lexington Precision

Based in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance   
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 2 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


LIMITED BRANDS: Fitch Assigns 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned ratings on Limited Brands, Inc. as:

  -- Long-term Issuer Default Rating 'BB+';
  -- Bank credit facility 'BB+';
  -- Term loan 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

The Rating Outlook is Negative.  Limited had $2.9 billion of debt
outstanding at May 3, 2008.

The ratings reflect Limited's leading market position in intimate
apparel and a top-five position in personal care and beauty,
strong brands and solid cash flow generation.  The ratings also
consider the challenging operating environment, increasingly
competitive industry, Limited's weaker credit metrics following
its recapitalization in 2007, and track record of shareholder-
friendly activities.  The Negative Rating Outlook reflects the
potential for prolonged weakness in same store sales that would
negatively impact operating margins, worsening credit metrics, and
management's discipline with regards to share repurchases.

Limited is a leading intimate apparel retailer under the brands
Victoria's Secret and La Senza with 1,346 stores as of May 3,
2008.  In addition, Victoria's Secret Beauty and Bath & Body
Works, with 1,626 stores, represent the fifth largest beauty and
personal care company in North America in terms of sales.  The
brand has a 94% awareness.  Given the strength of the brands,
Limited has produced positive same store sales historically, with
strong sales productivity metrics in the specialty retail space at
annual sales per square foot of $694 and $655 at Victoria's Secret
and BBW, respectively, in 2007.

Nevertheless, higher energy costs and falling real estate and
stock prices weakened consumer sentiment and lowered discretionary
spending in categories such as apparel sales in the second half of
2007.  Therefore, 2007 and first quarter 2008 same store sales
were negative 2% and 8%, respectively.  Fitch expects Limited's
same store sales performance could remain pressured in the near
term.  Also of concern is the increasingly competitive industry as
Limited competes with many different types of retailers including
individual and chain specialty stores, department stores, discount
retailers as well as e-commerce and catalogue businesses.

However, Fitch recognizes Limited's brands are a destination in
their respective categories, and Fitch expects same store sales
performance to improve as the economy recovers.

Historically, Limited has achieved double-digit operating margins
except for 2007 when operating margin decreased to 8.7% as a
result of deleveraging of expenses on weak same store sales and
operational issues at its new distribution center.  Management
expects the margins to improve in 2008 as the new distribution
center continues to show operational improvements.  In addition,
Fitch expects the company will generate positive free cash flow as
a result of its operational initiatives, including a new supply
chain system at BBW, better inventory management, cost reductions
and reduced capital expenditures.

The ratings also consider Limited's weaker than historical credit
metrics due to the combination of the company's 2007
recapitalization, which resulted in $1.25 billion of additional
debt, and a weaker sales environment for apparel and personal care
products in the second half of 2007.  These factors caused
Limited's latest twelve months leverage ratio to increase to 4.2
times from 3.2x in 2006.  LTM EBITDAR coverage of interest and
rent expense decreased to 2.4x from 2.9x in 2006.  Fitch expects
2008 leverage and coverage ratios to remain around the same
levels.  

In addition, the company has a track record of shareholder-
friendly activities as excess cash flow had been directed to share
repurchases historically. Fitch expects this trend will continue.


LINENS N THINGS: Wants to Obtain $100MM Credit to Pay Suppliers
---------------------------------------------------------------
Linens 'n Things, Inc., Linens Holding Co., and their affiliated
entities are currently obtaining trade credit terms from their
suppliers.  To induce their suppliers to further extend trade
credit terms, the Debtors have created a trade vendor payment
program, which they believe will heighten vendors' confidence and
provide significant benefits to their organization.

Mark D. Collins, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, says the Trade Vendor Payment Program
utilizes the Debtors' ability in the $700,000,000 DIP Facility to
obtain letters of credit to fund postpetition obligations to,
inter alia, postpetition vendors.  Pursuant to the program, the
Debtors will obtain a letter of credit in the amount of
$100,000,000 for the benefit of postpetition suppliers, he adds.

The Trade Vendor Program will provide the Debtors' suppliers with
the credit support required to enhance the flow of goods to the
Debtors on trade credit terms of at least 45 days which will
significantly benefit the Debtors' reorganization efforts.

Pursuant to Sections 105(a) and 363 of the Bankruptcy Code, the
Debtors ask the U.S. Bankruptcy Court for the District of Delaware
to approve the Trade Vendor Program.

The Debtors and trade creditors who join the Program will be
bound by certain terms and conditions.  These include:

    -- The Letter of Credit will support all amounts owed with
       respect to the goods received from Vendor by Linens 'n
       Things, Inc., on or after the first business day after the
       Trade Credit Program Letter Agreement.

    -- The Aggregate Approved Trade Creditors Account Balance
       will at no time exceed twice the amount of the Letter of
       Credit.

    -- A Vendor must continue to supply and ship goods to Linens
       on normal and customary trade practices.
  
    -- When a Vendor, among other things, fails to meet normal
       industry standards for performance regarding timing and
       completion levels, Linens may disqualify the Vendor from
       the Program.

    -- The trustee under the Collateral Trust Agreement may
       declare a "Program Default" upon the occurrence and the
       continuance of, among other things, a payment default
       under the DIP Credit Facility.

In connection with the Program, the Debtors propose to enter into
a trust agreement with the Collateral Trustee to establish a
trust to be held by the trustee for the benefit of Approved Trade
Creditor Accountholders.  If necessary, Approved Trade Creditors
will be paid from this trust.

The Debtors note that certain trade vendors accepted money from
the Debtors prepetition or postpetition for goods and services
and then failed to supply those goods and services.  The Debtors
request that the subject creditors be required to return all
payments before being being able to apply to the Program.

The Court will commence a hearing on June 27, 2008 at 2:00 p.m.,
to consider the request.  Objections are due June 24.

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)


LMI 1 NEW: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: LMI 1 New, LP

Bankruptcy Case No.: 08-41681

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        KG Legacy Josey, LLC                       08-41683
        LMI 1 New Parkway, L.P.                    08-41690

Chapter 11 Petition Date: June 30, 2008

Court: Eastern District of Texas (Sherman)

Debtors' Counsel: Frank J. Wright, Esq.
                   (bankruptcy@wgblawfirm.com)
                  Wright Ginsberg Brusilow P.C.
                  600 Signature Place
                  14755 Preston Road
                  Dallas, TX 75254
                  Tel: (9720 788-1600

                  Estimated Assets  Estimated Debts
                  ----------------  ---------------

LMI 1 New LP      $1 million to     $1 million to
                  $10 million       $10 million

LMI 1 New         Less than         Less than
Parkway           $50,000           $50,000

KG Legacy         Less than         Less than
                  $50,000           $50,000

A copy of the Debtor's petition together with a list of largest
unsecured creditors is available for free at:

           http://bankrupt.com/misc/texeb08-41681.pdf


LOTHIAN OIL: Bankruptcy Exit Delayed Due to Shareholders' Suit
--------------------------------------------------------------
The Hon. Ronald King of the U.S. Bankruptcy Court for the Western
District of Texas has suspended Lothian Oil Inc.'s chapter 11 exit
in order to resolve complaints filed by preferred shareholders,
Terry Brennan of The Deal says.

Judge King will hold a status conference meeting with the Debtor's
special committee of preferred shareholders on July 10, 2008, The
Deal relates, citing Jeffrey Tillotson, Esq., at Lynn Tillotson
Pinker & Cox LLP, special committee counsel.

The special committee filed complaints against Lothian demanding
the return of sold assets, The Deal relates.

Lothian's second amended chapter 11 plan disclosed that the Debtor
sold its assets in exchange for $33.5 million and intends to wind-
down operations upon emergence from bankruptcy, the report says.  
Judge King, The Deal reports, confirmed the Debtor's plan on June
26, 2008, The Deal adds.  The plan contemplates on paying
unsecured creditors in full from an undetermined sum and preferred
shareholders with the remaining balance, The Deal notes.

Mr. Tillotson said that some of the special committee's objections
were resolved and others were overruled, The Deal relates.  The
special committee filed its compliant alleging that some of the
Debtor's assets "were basically given away to insiders" at  
discounted prices, The Deal quotes Mr. Tillotson as saying.  The
special committee intends to resell any captured assets, according
to The Deal.

The Deal notes that 66% of the preferred shareholders voted for
the Debtor's plan.

                         About Lothian Oil

Based in Midland, Texas, Lothian Oil Inc. is a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection on June 13, 2007 (Bankr. W.D. Tex. Case No.
07-70121).  Charles A. Beckham, Jr., Esq., E. Brooks Hamilton,
Esq., and Eric Terry, Esq., at Haynes & Boone LLP, represent the
Debtors in their restructuring efforts.  When Lothian sought
bankruptcy, it listed assets and debts between $1 million to
$100 million.


LUBBOCK MEDICAL: To Put Itself on Auction Block for $6 Million
--------------------------------------------------------------
Lubbock, Texas-Highland Medical Center LP, dba Highland Community
Hospital and Highland Medical Center, asked the U.S. Bankruptcy
Court for the Northern District of Texas for authority to publicly
sell the hospital for at least $6 million, The Deal's Ben Fidler
says.

The Court fixed a July 23, 2008 hearing on the matter, according
to The Deal.  Bids are due on July 30, 2008.  Based on the report,
if the Debtor receives more than one bid, an auction will be held
on July 31 at the offices of the Debtor's counsel, McWhorter Cobb
& Johnson LLP.  The sale deal must close by August 15, The Deal
notes, citing court documents.

The Debtor proposes the auction to be completed by the end of July
2008, The Deal relates.  Proceeds of the sale will be used to pay
off the Debtor's debts, the report adds.

Assets for sale exclude the Debtor's accounts receivable, cash and
cash equivalents, The Deal notes.

The Debtor did not designate a stalking horse bidder but said that
a number of parties have shown interest in the acquisition, The
Deal says.  The Deal notes a report saying that Texas businessman,
Wayne Collins, is among the interested buyers supported by a group
of doctors.

                      About Lubbock Medical

Lubbock, Texas-Highland Medical Center LP, doing business as
Highland Community Hospital and Highland Medical Center --
http://www.highlandcommunityhospital.com/-- is a 123-bed hospital  
that provides general medical and surgical care for inpatient,
outpatient, and emergency room patients, and participates in the
Medicare and Medicaid programs.  Highland employs about 100
workers.

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008 (Bankr. N.D. Texas Case No. 08-50202) in order to find a
buyer that will continue the hospital's operations.  Max Ralph
Tarbox, Esq., at McWhorter, Cobb & Johnson LLP, represents the
Debtor.

When it filed for bankruptcy, the Debtor disclosed $10 million to
$50 million in estimated assets and debts.


MAGNOLIA CAR WASH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Magnolia Car Wash LLC
        P.O. Box 1506
        Colton, CA 92324

Bankruptcy Case No.: 08-18088

Chapter 11 Petition Date: July 1, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Michael G. York, Esq.
                  1301 Dove Street, Suite 1000
                  Newport Beach, CA 92660
                  Tel: (949) 833-8848
                  Fax: (949) 955-3682

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

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

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/cacb08-18088.pdf


MANITOWOC CO: S&P's 'BB' Rating Unmoved by $2.7BB Enodis Bid Raise
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Manitowoc Co. Inc. (BB/Stable/--) are not affected by
the company's announcement that it has raised its bid to acquire
Enodis PLC to about $2.7 billion from about $2.4 billion,
including the assumption of Enodis' net debt.  The acquisition
would enhance Manitowoc's business risk profile by expanding its
global presence in the more stable food service market.  At the
existing ratings, Manitowoc has significant debt capacity to
absorb an acquisition of this size and strategic importance.
     
Meanwhile, Manitowoc's 'BB' unsecured debt remains on CreditWatch
with negative implications pending review of final financing plans
for the acquisition, which may include a significant amount of new
secured debt.  S&P have previously stated that it could rate the
issue-level rating on the senior unsecured debt up to two notches
below the corporate credit rating, depending on the amount of
secured financing that may occur.


MASTR ADJUSTABLE: Moody's Cuts Ratings of 34 Tranches
-----------------------------------------------------
Moody's Investors Service has downgraded the ratings of 34
tranches from 4 Option ARM transactions issued by MASTR Adjustable
Rate Mortgages Trust.  Thirteen tranches remain on review for
possible further downgrade.  Additionally, 11 tranches were placed
on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA1

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from A2

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

  -- Cl. M-6, Downgraded to Ca from Ba2
  -- Cl. M-7, Downgraded to Ca from B2

Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA2

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

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

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

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

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

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba1
  -- Cl. M-7, Downgraded to Ca from Ba3
  -- Cl. M-8, Downgraded to Ca from Caa1

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-1

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

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

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

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

  -- Cl. I-M1, Downgraded to Baa3 from Aaa
  -- Cl. I-M2, Downgraded to Ba2 from Aaa

  -- Cl. I-M3, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M4, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M5, Downgraded to Caa1 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M6, Downgraded to Ca from Baa2
  -- Cl. I-M7, Downgraded to Ca from B2

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-3

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

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

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

  -- Cl. 1-M1, Downgraded to B2 from Aa1

  -- Cl. 1-M2, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M3, Downgraded to Caa1 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M4, Downgraded to Ca from Ba1
  -- Cl. 1-M5, Downgraded to Ca from B2
  -- Cl. 2-M1, Downgraded to Baa2 from Aaa
  -- Cl. 2-M2, Downgraded to Ba1 from Aa1
  -- Cl. 2-M3, Downgraded to B1 from Aa1

  -- Cl. 2-M4, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M6, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M7, Downgraded to Ca from Baa3
  -- Cl. 2-M8, Downgraded to Ca from B1


MERRILL LYNCH: Moody's Cuts Ratings of 36 Tranches from ARM Deals
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 36
tranches from 4 Option ARM transactions issued by Merrill Lynch
Alternative Note Asset Trust.  Fifteen tranches remain on review
for possible further downgrade.  Additionally, 3 tranches were
placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-
OAR1

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

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

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

  -- Cl. M-1, Downgraded to A3 from Aaa
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa2

  -- Cl. M-4, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Baa1

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-
OAR2

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1
  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-
OAR3

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from Aa3
  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

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

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-
OAR4

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Baa3 from Aa3
  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-1, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Baa2
  -- Cl. B-3, Downgraded to Ca from Baa3


MESA AIR GROUP: Earns $17.5 Million in 2nd Quarter Ended March 31
-----------------------------------------------------------------
Mesa Air Group, Inc. reported on Monday its financial results for
the second quarter ended March 31, 2008.

Mesa Air Group Inc. reported net earnings from continuing
operations of $17.5 million for the second quarter of 2008,
compared with a net loss from continuing operations of
$22.6 million in the second quarter of 2007.

Including loss from discontinued operations of $8.0 million in
2008 and $1.4 million in 2007, the company reported net income of  
$9.4 million in 2008, versus a net loss of $24.0 million in 2007.

Total operating revenues for the second quarter of 2008 increased
$24.0 million, or 8.1%, to $320.3 million from $296.3 million in
the same quarter in 2007.  

Pro forma net loss for the quarter was $4.1 million.  Pro forma
net adjustments on an after tax basis were the following:
$21.0 million benefit as a result of a negotiated settlement with
Hawaiian Airlines, $4.5 million gain on repurchase of convertible
notes, $1.9 million gain on securities, lease return costs of
$3.3 million, startup costs associated with the Chinese joint
venture of $900,000, go! legal costs of $600,000 and $1.1 million
of other expenses.

Total Available Seat Miles for the second quarter of fiscal 2008
decreased 10.4% from the second quarter of 2007 primarily due to a
decrease in the number of aircraft flown from 201 as of March 31,
2007, to 178 as of March 31, 2008.  

At March 31, 2008, Mesa's operating fleet was comprised of 84 50-
seat regional jets, 41 86-seat regional jets, two 76-seat regional
jets and 20 66-seat regional jets, 16 37-seat turboprops and 15
19-seat turboprops.  As of March 31, 2008, the company operated 50
regional jets and 15 turboprops on a codeshare basis with US
Airways, 53 regional jets and ten turboprops for United and 39
regional jets for Delta.  The company also flew six turboprops at
Mesa Airlines and five regional jets in Hawaii operating as go!

                       Cash and Total Debt

As of March 31, 2008, the company's cash, cash equivalents,
restricted cash and marketable securities were approximately
$158.1 million, which includes $102.8 million in restricted cash.

At March 31, 2008, the company had total debt of $594.1 million,
compared to total debt of $632.1 million at Dec. 31, 2007.

                        Significant Events

Events during the second quarter included:

  -- Delta: On March 28, 2008, Delta notified the company of its
     intent to terminate the Delta Connection Agreement among
     Delta, the company, and the company's wholly owned
     subsidiary, Freedom Airlines Inc., alleging failure to
     maintain a specified completion rate with respect to its ERJ-
     145 Delta Connection flights during three months of the six-
     month period ended February 2008.  

     Following Delta's termination notification, the company filed
     a Complaint on  April 7, 2008, in the United States District
     Court for the Northern District of Georgia seeking
     declaratory and injunctive relief.  An evidentiary hearing
     was conducted on May 27 through May 29, 2008.  Following the
     hearing, the Court ruled in the company's favor and issued a
     preliminary injunction against Delta.

  -- Hawaiian Settlement: On April 30, 2008, the company reached a
     settlement of its suit with Hawaiian.  Under the terms of the
     settlement and without admitting any wrongdoing, Mesa
     received $37.5 million from the bond it previously posted
     with the United States Bankruptcy Court for the District of
     Hawaii.  Hawaiian Airlines retained the remaining collateral
     of the bond totaling $52.5 million.  

     This settlement did not restrict in any way go!'s ability to
     continue to offer services in the Hawaiian inter-island
     market.  As a result of this settlement, the company adjusted
     the contingent liability recorded in fiscal 2007 and recorded
     a gain of $34.1 million at March 31, 2008, to reflect the
     amount ultimately paid.

  -- Air Midwest: In the fourth quarter of fiscal 2007, the
     company committed to a plan to sell Air Midwest or certain
     assets thereof.  Air Midwest consists of turboprop
     operations, which includes the company's independent Mesa
     operations, Midwest Airlines code-share operations, and the
     company's Beechcraft 1900D turboprop code-share operations
     with US Airways.  

     In connection with this decision, the company began
     soliciting bids for the sale of the twenty Beechcraft 1900D
     aircraft in operation and began to take the necessary steps
     to exit the Essential Air Service markets that the company
     serves, and expects to be out of all EAS markets by June 30,
     2008.  All assets and liabilities, results of operations, and
     other financial and operational data associated with these
     assets have been presented in the company's consolidated
     financial statements as discontinued operations separate from
     continuing operations.

"During the second quarter we resolved a number of important
issues," said Mesa Air Group chairman and chief executive officer,
Jonathon Ornstein.  "However, there remain many significant
challenges to overcome both here at Mesa and with the industry.  I
wish to thank our people for their continued dedication as we work
together to offer the very best service to our customers and our
partners," Mr. Ornstein added.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$1.2 billion in total assets, $1.0 billion in total liabilities,
and $144.0 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?2f03

                          About Mesa Air

Based in Phoenix, Arizona, Mesa Air Group Inc. (Nasdaq: MESA)
-- http://www.mesa-air.com/-- currently operates 181 aircraft  
with over 900 daily system departures to 129 cities, 40 states,
the District of Columbia, Canada, the Bahamas and Mexico.  Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go!.  

In June 2006 Mesa launched inter-island Hawaiian service as go!
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The company, founded by Larry and
Janie Risley in New Mexico in 1982, has approximately 5,000
employees and was awarded Regional Airline of the Year by Air
Transport World magazine in 1992 and 2005.  Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.

                       Bankruptcy Warning

As disclosed in the Troubled Company Reporter on May 29, 2008,
Harry R. Weber of the Associated Press reported that Mesa Air
Group Inc. president and chief operating officer Michael  
Lotz warned the company could will file for bankruptcy protection  
by July 20 if Delta Air Lines Inc. successfully terminated their  
Connection Agreement and Mesa can't redeploy unused aircraft.

On March 28, 2008, Delta notified the company of its intent to
terminate the Delta Connection Agreement among Delta, the company,
and the company's wholly owned subsidiary, Freedom Airlines Inc.,
alleging failure to maintain a specified completion rate with
respect to its ERJ-145 Delta Connection flights during three
months of the six-month period ended February, 2008.  Following
Delta's termination notification, the company filed a Complaint on
April 7, 2008, in the United States District Court for the
Northern District of Georgia seeking declaratory and injunctive
relief.  An evidentiary hearing was conducted on May 27 through
May 29, 2008.  Following the hearing, the Court ruled in the
company's favor and issued a preliminary injunction against Delta.

While the effect of this ruling is to prohibit Delta from
terminating the Delta Connection Agreement covering the ERJ-145
aircraft operated by Freedom, based on Freedom's completion rate
prior to April, 2008, pending a final trial at a date to be
determined by the Court, Delta has the right to appeal the Court's
decision on the issuance of a preliminary injunction, and Delta
has announced publicly that it intends to file an appeal.  

Prior to the Court's ruling, Delta planned to remove from service
a significant portion of the aircraft in early June 2008 and all
aircraft in July 2008 and forward.  Delta did not immediately
reverse its plans based upon the Court's ruling.  If Delta takes
the position that the Connection Agreement does not obligate it to
keep the aircraft in service on a full time basis, the company
will incur significant unreimbursed costs associated with the
fleet of ERJ-145 aircraft.  The company believes that Delta is
obligated to schedule the aircraft and compensate the company
accordingly.   


MESA AIR: In Discussions with Delta Regarding Flying Contract
-------------------------------------------------------------
Mesa Air Group Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it is in discussions with
Delta Air Lines, Inc., regarding various issues concerning the
parties' ERJ-145 Delta Connection Agreement.

Delta notified Mesa of its intent to terminate the agreement on
March 28, 2008.

The Delta Connection Agreement dated May 3, 2005, is among Delta,
Mesa Air, and Mesa Air's wholly owned subsidiary, Freedom
Airlines, Inc.  The Connection Agreement includes, among other
arrangements, Mesa Air's agreement to operate up to 34 model ERJ-
145 regional jets leased by Mesa utilizing Delta's name.  
Beginning in August 2008, pursuant to an amendment to the
Connection Agreement, eight ERJ-145s will be removed from the
scope of the Connection Agreement at a rate of three per month,
resulting in the operation of 26 ERJ-145s by November 2008.

In fiscal 2007, the Connection Agreement accounted for roughly 20%
of Mesa Air's 2007 total revenues.  Delta seeks to terminate the
Connection Agreement as a result of Freedom's alleged failure to
maintain a specified completion rate with respect to its ERJ-145
Delta Connection flights during three months of the six-month
period ended February 2008.

On April 7, 2008, Mesa filed a lawsuit against Delta seeking
declaratory and injunctive relief and specific performance by
Delta of its obligations under the Connection Agreement.  On May
9, Mesa filed a motion for a preliminary injunction in the United
States District Court for the Northern District of Georgia against
Delta to enjoin its attempted termination of the Connection
Agreement.  An evidentiary hearing was conducted on May 27 through
May 29, 2008.  

As reported by the Troubled Company Reporter on May 30, 2008, the
District Court ruled in Mesa's favor and issued a preliminary
injunction against Delta. The preliminary injunction prohibits
Delta from terminating the Connection Agreement based on Freedom's
completion rate prior to April 2008, pending a final trial at a
date to be determined by the Court.  Delta has announced publicly
that it intends to appeal.

If the District Court or Court of Appeals ultimately rules in
favor of Delta and allows the termination of the Connection
Agreement, Mesa believes it will be unable to redeploy the ERJ-
145s in a timely manner, or at the lease rates Mesa receives under
the Connection Agreement in the event of any redeployment of the
aircraft.

In addition to losing roughly $20,000,000 per month in revenue --
or roughly $960,000,000 over the next four years -- Mesa estimates
that leasing costs, labor and other costs totaling approximately
$250,000,000 to $300,000,000 over the next four years will be
incurred by the company.  As a result, Mesa's cash flows from
operations and available working capital will be insufficient to
meet these cash requirements.

In the absence of obtaining additional capital through equity or
debt financings, asset sales, consensual restructuring of debt and
lease terms or similar measures, Mesa will be unable to meet its
financial obligations and may need to seek protection under
applicable U.S. reorganization laws to avoid or delay actions by
its lessors, creditors and code-share partners, which will have a
material adverse effect on its ability to continue as a going
concern.

Prior to the District Court ruling, Mesa said Delta planned to
remove from service a significant portion of the aircraft in early
June 2008 and all aircraft in July 2008 and forward.  Delta did
not immediately reverse its plans based upon the Court's ruling.  
If Delta takes the position that the Connection Agreement does not
obligate it to keep the aircraft in service on a full time basis,
Mesa said it will incur significant unreimbursed costs associated
with the fleet of ERJ-145 aircraft.

Mesa said Delta is obligated to schedule the aircraft on a full
time basis and compensate Mesa accordingly.  Mesa said it has
communicated this position to Delta and have been in discussion
regarding issues concerning the Connection Agreement.  Mesa said
it cannot assure the outcome of the negotiations and whether or
not the outcome will materially adversely affect its financial
condition or results of operations.

Mesa Air Group Inc. -- http://www.mesa-air.com-- operates 182    
aircraft with over 1,000 daily system departures to 157 cities, 42
states, the District of Columbia, Canada, the Bahamas and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.

                       Bankruptcy Warning

As disclosed in the Troubled Company Reporter on May 29, 2008,
Mesa Air Group Inc. president and chief operating officer Michael  
Lotz warned the company could will file for bankruptcy protection  
by July 20 if Delta Air Lines, Inc. successfully terminated their  
Connection Agreement and Mesa can't redeploy unused aircraft.


MONTE CARLO GROUP: Wants to Employ Winthrop Couchot as Counsel
--------------------------------------------------------------
Monte Carlo Group Inc. asks the authority of the U.S. Bankruptcy
Court for the Central District of California to emloy Winthrop
Couchot Professional Corp. as its general insolvency counsel, nunc
pro tunc to the Debtor's bankruptcy filing.

As the Debtor's general insolvency counsel, Winthrop Couchot will
assist the Debtor in the negotiation, formulation, confirmation,
and implementation of a Chapter 11 plan of reorganizaion.

Marc J. Winthrop, a shareholder of the firm, assures the Court
that the firm neither holds or represents any interest adverse to
the Debtor or its estate, and that the firm is a "disinterested
person" within the meaning of Sec. 101(14) of the Bankruptcy Code.

As compensation for their services, the firm's professionals bill:

                                       Hourly Rate
                                       -----------
          Marc J. Winthrop, Esq.           $595
          Robert E. Opera, Esq.            $575
          Sean A. O'Feefe, Esq.            $550
          Paul J. Couchot, Esq.            $550
          Richard H. Golubow, Esq.         $395
          Peter W. Lianides, Esq.          $395
          Garrick A. Hollander, Esq.       $395
          Kavita Gupta, Esq.               $325
          P.J. Marksbury                   $195
          Legal Assistant Associates        $95
    
The firm has received a $50,000 retainer from the Debtor prior to
the filing of the case, of which $20,000 was placed in the firm's
general account and the balance of $30,000 was placed in a trust
account.  After an accounting for the pre-petition fees and
expenses is complete, the $20,000 will be placed in the trust
account.

                     About Monte Carlo Group

Based in Costa Mesa, California, Monte Carlo Group Inc. is a
residential building company.  The Debtor filed for Chapter 11
protection on May 23, 2008 (C.D. Calif. Case No. 08-12854).  Marc
J. Winthrop, Esq., at Winthrop Couchot Professional Corp.,
represents the Debtor as counsel.  When the Debtor filed for
Chapter 11, it listed estimated assets of between $10 million to
$50 million and estimated debts of between $10 million to
$50 million.


MTS PRODUCTS: Wants to Employ Levene Neale as Bankruptcy Counsel
----------------------------------------------------------------
MTS Products asks the authority of the United States Bankruptcy
Court for the Central District of California to employ Levene,
Neale, Bender, Rankin & Brill L.L.P. as its general bankruptcy
counsel, nunc pro tunc to the Debtor's bankruptcy filing.

As the firm's general bankruptcy counsel, Levene Neale will assist
the Debtor in the negotiation, formulation, preparation and
confirmation of a plan of reorganization and the preparation and
approval of a disclosure statement in respect of the plan.

Prior to bankruptcy filing, the Debtor paid a $5,000 pre-petition
retainer to Levene Neale in contemplation of the Debtor's Chapter
11 case, inclusive of the Debtor's bankruptcy filing fee.  The
entire amount of the retainer has been exhausted prior to May 27,
2008.  

As compensation for their services, Levene Neale's professionals
bill:

     Attorney                       Hourly Rate
     --------                       -----------
     David W. Levene, Esq.             $575
     Martin J. Brill, Esq.             $575
     David L. Neale, Esq.              $550
     Ron Bender, Esq.                  $550
     Craid M. Rankin, Esq.             $550
     Daniel H. Reiss, Esq.             $495
     Monica Y. Kim, Esq.               $495
     David B. Golubchik, Esq.          $495
     Beth Ann R. Young, Esq.           $495
     Jacqueline L. Rodriguez, Esq.     $425
     Juliet Y. Oh, Esq.                $405
     Michelle S. Grimberg, Esq.        $385
     Todd M. Arnold, Esq.              $385
     Gil Hopenstand, Esq.              $375
     Ovsanna Takvoryan, Esq.           $350    
     Holly Roark, Esq.                 $295
     Tania M. Moyron, Esq.             $295
     Paraprofessionals                 $195

Marin J. Brill, Esq., a partner at Levene Neale, assures the Court
that the firm does not hold or represent any interest adverse
tothe Debtor or its estate, and that the firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

                        About MTS Products

Based in Chatsworth, Calif. MTS Products is a distributor of
electronic equipment to Wal=Mart pursuant to a joint venture with
Pou Chen Corp.  The Debtor filed for Chapter 11 bankruptcy
protection on May 27, 2008 (C.D. Calif. Case No. 08-23463).  When
the Debtor filed for Chapter 11, it listed estimated assets of
between $10 million and $50 million, and estimated debts of
between $10 million and $50 million.


NEXSTAR BROADCASTING: Affiliate Sells $35MM PIK Notes to Investors
------------------------------------------------------------------
Nexstar Broadcasting Group Inc.'s subsidiary, Nexstar Broadcasting
Inc. sold $35,623,410 aggregate principal amount of newly issued
Senior Subordinated PIK Notes due Jan. 15, 2014, in a private
offering to several purchasers advised by AIG Investments.

Nexstar will use the net proceeds from the offering of the PIK
Notes to repay borrowings under its senior bank credit facility.

Interest on the PIK Notes will accrue at 12.0% per annum and will
be payable semi-annually on each January 15 and July 15, beginning
on Jan. 15, 2009.  The interest on the PIK Notes will be payable-
in-kind from the closing date to Jan. 15, 2010.

Thereafter, the PIK Notes will be payable entirely in cash
beginning at 13.0% per annum and increasing by 0.50% every six
months thereafter up to a maximum rate of 15.0% per annum.  During
the PIK-paying period the PIK Notes will be excluded from
Nexstar's total leverage calculation under its senior secured
credit facility.  The PIK Notes are non-callable through Sept. 30,
2008, and thereafter will be callable at various premiums
depending on the call date.

"We believe Nexstar is on track to end 2008 with a total debt
leverage ratio of approximately 5.5x compared to its permitted
leverage covenant of 6.50x at Dec. 31, 2008, Matthew E. Devine,
Nexstar’s Chief Financial Officer, commented.  "This financing
provides Nexstar with an additional margin to ensure that Nexstar
remains comfortably in compliance with our bank covenants as we
de-lever our balance sheet in 2008.  We value AIG Investments'
confidence in Nexstar and our long-term plans for growth."

On March 31, 2008, the 11.375% Notes due 2013 of NBG's subsidiary,
Nexstar Finance Holdings Inc., accreted to $130 million, and on
April 1, 2008, Nexstar Finance redeemed approximately $47 million
in principal amount of the 2013 Notes outstanding to ensure that
they would not be deemed "applicable high yield discount
obligations" within the meaning of Section 163(i)(1) of the
Internal Revenue Code.  This principal payment was funded with
cash generated from operations and from borrowings under Nexstar's
senior secured credit facility.

Reflecting the issuance of the PIK Notes, as of June 30, 2008,
Nexstar's consolidated total debt, including the $83 million
outstanding of 2013 Notes, is approximately $625 million.

               About Nexstar Broadcasting Group Inc.

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television  
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

At March 31, 2008, the company's balance sheet showed total assets
of $748.2 million and total liabilities of $852.3 million,
resulting in a total stockholders' deficit of roughly
$104.1 million.


NVIDIA CORP: Lower Sales Forecast Spurs 20% Share Price Plunge
--------------------------------------------------------------
Bloomberg News reports that NVIDIA Corp.'s share price in the
stock market dropped 20% following a company press release stating
that NVIDIA has decreased the estimates of its revenue and gross
margin due to several reasons: end-market weakness around the
world, the delayed ramp of a next generation MCP, and price
adjustments of its GPU products to respond to competitive
products.  Total revenue is now estimated to be from $875 million
to $950 million.

NVIDIA's shares tumbled $3.53 to $14.50 after the U.S. Exchanges
closed on Wednesday.

NVIDIA plans to take a one-time charge from
$150 million to $200 million against cost of revenue for the
second quarter to cover anticipated warranty, repair, return,
replacement and other costs and expenses, arising from a weak die
and packaging material set in certain versions of its previous
generation GPU and MCP products used in notebook systems.  Certain
notebook configurations with GPUs and MCPs manufactured with a
certain die and packaging material set are failing in the field at
higher than normal rates.  To date, abnormal failure rates with
systems other than certain notebook systems have not been seen.  
NVIDIA has initiated discussions with its supply chain regarding
this material set issue and the company will also seek to access
insurance coverage for this matter.

"Although the failure appears related to the combination of the
interaction between the chip material set and system design, we
have a responsibility to our customers and will take our part in
resolving this problem," NVIDIA president and CEO Jen-Hsun Huang
stated.  "The GPU has become an increasingly important part of the
computing experience and we are seeing more interest by PC OEMs to
adopt GPUs in more platforms.  Recognizing that the GPU is one of
the most complex processors in the system, it is critical that we
now work more closely with notebook system designers and our chip
foundries to ensure that the GPU and the system are designed
collaboratively for the best performance and robustness."

Today's high performance notebooks are highly complex systems with
extreme thermal environments.  The combination of limited thermal
management and frequent power cycling is particularly challenging
for complex processors like the GPU.

"This has been a challenging experience for us," Mr. Huang added.  
"However, the lessons we've learned will help us build far more
robust products in the future, and become a more valuable system
design partner to our customers.  As for the present, we have
switched production to a more robust die/package material set and
are working proactively with our OEM partners to develop system
management software that will provide better thermal management to
the GPU."

                          About NVIDIA

Headquartered in Santa Clara, California, NVIDIA Corp. (Nasdaq:
NVDA) -- http://www.nvidia.com/-- provides visual computing   
technologies and invented the GPU, a high-performance processor
which generates breathtaking, interactive graphics on
workstations, personal computers, game consoles, and mobile
devices.  NVIDIA serves the entertainment and consumer market
with its GeForce(R) products, the professional design and
visualization market with its Quadro(R) products, and the high-
performance computing market with its Tesla(TM) products.  
Outside the U.S., the company has subsidiaries  in these
countries; Canada, Cayman Islands, Singapore, Australia, the
United Kingdom, Germany, Hong Kong, Japan, Mauritius, India,  
China, British Virgin Islands, Finland and Netherlands.

                          *     *     *
       
Standard & Poor's Ratings Services assigned BB- long-term foreign
and local issuer credit ratings at December 2006.  The ratings
still apply.


NOMURA ASSET: Moody's Junks Ratings of Seven Securities Issued
--------------------------------------------------------------
Moody's Investors Service has downgraded 7 net interest margin
securities issued by Nomura Asset Acceptance Corporation.  The
downgraded transactions rely on excess spread and prepayment
penalties generated by the underlying residential mortgage-backed
securitizations.

The underlying mortgage-backed securitizations in these cases have
second-lien mortgages as collateral.  These NIM securities have
been downgraded based upon high levels of delinquency and loss in
the underlying second-lien mortgage-backed transactions that has
rendered any future residual payments to the NIM securities
unlikely.

The complete list of rating actions is:

Issuer: Cayman Nomura Asset Acceptance Corporation NIM Series
2005-S3

  -- Cl. A, Downgraded to C from A3

Issuer: Cayman Nomura Asset Acceptance Corporation NIM Series
2006-S5

  -- Cl. N1, Downgraded to C from A1
  -- Cl. N2, Downgraded to C from Baa1

Issuer: Nomura Asset Acceptance Corporation Trust NIM 2005-S4

  -- Cl. A, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation Trust NIM 2006-S1

  -- Cl. A, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation Trust NIM 2006-S3

  -- Cl. A, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation Trust NIM 2007-S1

  -- Cl. N1, Downgraded to C from A1


NORTH STREET: Fitch Slashes 'AA-' Rating on $60.8MM Notes to 'B'
----------------------------------------------------------------
Fitch Ratings has downgraded these classes of notes of North
Street Referenced Linked Notes 2000-2, Ltd.:

  -- $60,800,000 tranche A to 'B' from 'AA-';
  -- $32,600,000 tranche B to 'CCC' from 'BBB+';
  -- $29,000,000 tranche C to 'CC' from 'BBB-';
  -- $7,500,000 tranche D to 'CC' from 'BB+';
  -- $36,100,000 tranche E to 'CC/DR4' from 'CCC/DR4';
  -- $19,716,100 income notes remain at 'C/DR6.

The rating actions are a result of higher loss expectations in
North Street 2000-2's U.S. subprime residential mortgage backed
securities.  Rapid credit deterioration in U.S. subprime RMBS,
primarily from the 2005 vintage is responsible for 5.2% (all
references to % of portfolio from this point forward refer to % of
total referenced amount of portfolio) of the portfolio carrying
ratings of 'CCC+' or lower.  This deterioration has also
contributed to the average rating factor of the ABS portfolio
falling from 'BBB-/BB+' in September 2006 to 'BB/BB-' currently.

North Street 2000-2 is a partially funded synthetic collateralized
debt obligation created to enter into a credit default swap with
UBS Investment Bank.  North Street 2000-2 closed on October 27,
2000.  The $1,176,716,100 reference portfolio consists of 61.1%
corporate bonds, 10.3% CMBS, 10.9% subprime RMBS (comprised of
3.4% pre-2005 vintages, 6.9% 2005 vintage, and 0.6% 2006 vintage),
10.9% other asset backed securities, 1.7% real estate investment
trust securities, and 1.1% prime RMBS.  The portfolio is managed
by UBS up to the scheduled maturity date on January 30, 2011.

During the rating action in September 2006, 8.8% of the portfolio
was ABS rated 'BB+' or below.  As per the portfolio from the
latest trustee report dated May 10, 2008, 11.4% of the portfolio
is ABS rated 'BB+' or below and 5.2% of the portfolio is ABS rated
'CCC+' or below.  This compares to current credit enhancement
levels of 10.6%, 7.9%, 5.4%, 4.7%, and 1.7%% for the class A, B,
C, D, and E notes, respectively.

There have been five credit events called to date in the
portfolio.  UBS, in its capacity as the swap counterparty, has the
right to declare credit events under most probable default
scenarios.  These circumstances include, a permanent loss caused
by a writedown in principal, a permanent loss caused by a failure
to pay a scheduled interest payment, failure to pay the
outstanding principal balance of an ABS at final maturity,
repudiation/moratorium, and bankruptcy.

The weighted average rating of the direct corporate investments is
'BB/BB-' compared with 'BBB-/BB+' in September 2006, while
exposure to below investment grade corporate reference entities
equals 28.4%, of which 11.9% is in the 'B' rating category or
lower.  Fitch's corporate CDO review criteria is sensitive to
securities on Rating Watch Negative (10.4% of the portfolio) and
Negative Outlook (10.7% of the portfolio) and lowers their ratings
by two and one notch, respectively in the portfolio credit model.

For purposes of this review, Fitch analyzed the ABS portion of the
portfolio using criteria outlined in 'Global Criteria for the
Review of Structured Finance CDOs with Exposure to US Subprime
RMBS' dated Nov. 15, 2007, while analyzing the corporate portion
of the portfolio using the criteria outlined in 'Global Criteria
for Corporate CDOs' dated April 30, 2008. Fitch combined Rating
Loss Rates from Vector 3.2 for the ABS portion of the portfolio
with Rating Loss Rates from Fitch's Portfolio Credit Model for the
corporate portion of the portfolio.  Each model's results were
weighted and combined based upon the percent of the portfolio that
each asset type represented.


NORTHWEST AIRLINES: Cuts Int'l Flights Due to High Fuel Prices
--------------------------------------------------------------
Northwest Airlines Corporation, with its trans-Atlantic joint
venture partner KLM Royal Dutch Airlines, announced a seasonal
suspension of flights between Minneapolis/St. Paul-Paris and
cancellation of flights between Detroit-Dusseldorf and Hartford-
Amsterdam, effective Oct. 1, 2008.

With oil reaching a record-breaking $140 a barrel, the reductions
come in response to soaring fuel costs and decreased customer
demand.  Customers with advance bookings for these flights will be
offered alternate NWA or SkyTeam alliance flight re-
accommodations.

Selective frequency reductions and aircraft type changes may also
be implemented on additional trans-Atlantic flights, depending on
oil prices and ongoing customer demand.

                       Seasonal Suspension

                   Minneapolis/St. Paul - Paris
                                                      Effective
                                                      Date of
Destination   Flight No.     Departs    Arrives      Suspension
-----------   ----------     -------    -------      ----------
Paris         NW 62/KL 6062  3:45 p.m.  7:20 a.m. +1 10/01/2008

Minneapolis/  NW 61/KL 6061  12:50      3:25 p.m.    10/02/2008
St. Paul

      Flights will resume between Minneapolis/St. Paul and Paris
on March 28, 2009.

                         Cancellations

                      Detroit - Dusseldorf
                                                    Effective
                                                    Date of
Destination  Flight No.     Departs   Arrives      Cancellation
-----------  ----------     -------   -------      ------------
Dusseldorf   NW 94/KL 6094  9:45 p.m. 11:45 a.m. +1 10/01/2008

Detroit      NW 93/KL 6093  1:15 p.m.  4:15 p.m.    10/02/2008


                     Hartford - Amsterdam

                                                    Effective
                                                    Date of
Destination  Flight No.     Departs   Arrives      Cancellation
-----------  ----------     -------   -------      ------------

Amsterdam    NW 98/KL 6098  5:25 p.m. 6:40 a.m.    10/01/2008
                                       + 1

Hartford,    NW 97/KL 6097  1:25 p.m. 3:25 p.m.    10/02/2008
CT

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--     
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: CEO Urges Congress to Close Trading Loopholes  
-----------------------------------------------------------------
Northwest Airlines (NYSE: NWA) CEO Doug Steenland told members of
Congress that surging oil prices are severely challenging the
airline industry -- and unregulated oil speculation is a major
cause of the industry's pain -- as he testified before the House
Committee on Energy and Commerce, Subcommittee on Oversight and
Investigations.

Mr. Steenland, who also serves as Chairman of the Board of
Directors for the Air Transport Association, said fuel is quickly
approaching 40% of the airline industry's operating costs -- and
growing.  In 2008, U.S. airlines are expected to spend
$61.2 billion on jet fuel, $20 billion more than in 2007, and are
projected to incur losses totaling close to $10 billion.

"If the current pricing dynamic does not change, our industry will
be severely challenged and will continue shrinking -– to the
detriment of customers, employees and the communities we serve.  
It is as simple and stark as that," said Mr. Steenland.

Mr. Steenland noted, "Unfortunately, the U.S. airline industry
has become the poster child for why reform is needed" as it
relates to speculative commodities trading of oil futures.  "The
price of jet fuel, which as you know is tied to the price of oil,
is out of control."

             Steenland Cites Supply-Demand Disconnect

Mr. Steenland explained that worldwide daily demand for oil has
increased about 2% over the past 12 months, while prices
have increased over 100% in that same time period.  "Supply and
demand fundamentals alone do not explain the price increases and
volatility experienced in the energy markets," said Mr. Steenland.

A major cause of this disconnect, Mr. Steenland says, is an
increase in speculative investments in the futures markets by
financial institutions such as pension funds, investment banks
and hedge funds.  In March of 2008, world oil consumption was
about 87 million barrels a day.  However, about 1.2 billion
barrels of oil were traded on an average day on the NYMEX and the
London Intercontinental Exchange.  The volume of paper
transactions, or trades, was 13 times greater than the actual
amount of oil used daily worldwide.

Mr. Steenland said this volume of speculative activity is
excessive, and that additional regulation is necessary because it
"has placed upward pressure on oil prices irrespective of market
fundamentals."

                   Steenland Urges Congress to
               Close Commodities Trading Loopholes

Mr. Steenland said Congress needs to close commodities trading
loopholes and increase regulation of commodities trading here and
abroad.  To address this situation, the ATA has developed a list
of common-sense measures that will level the playing the field
between regulated and unregulated exchanges, which should squeeze
from the market a speculator premium.

               Labor, Business and Trade Support
                    Steenland/ATA proposals

Adding further support to Steenland's testimony and the proposals
from ATA, a coalition of labor, business and trade organizations
signed onto letter to the subcommittee's chairman, Congressman
Bart Stupak.  The coalition, including the Air Lines Pilots
Association (ALPA) and International Association of Machinists and
Aerospace Workers (IAM) District 143, wrote, "Experts agree that
today's surging oil prices are beyond those warranted by supply-
demand fundamentals and are due, in large part, to rampant
speculation."

The 15-member coalition added, "In early June, speculators traded
more than 1.9 billion barrels of crude oil -– 22 times the
size of the physical oil market, including $150 billion traded on
the New York Mercantile Exchange alone.  Sophisticated "paper"
speculators who never intend to use oil are driving up costs for
consumers and making huge profits with little to no risk."

The coalition is also calling for immediate Congressional
action against oil speculators and applauded Congressman Stupak
for his proposed "Prevent Unfair Manipulation of Prices Act of
2008" -- or PUMP Act -- with its focus on "opening up the market
to greater transparency and fairness to level the playing field
for all traders."

In addition to ATA, ALPA, and IAM District 143, the coalition
includes: The Air Carriers Association of America, Airports
Council International, the American Association of Airport
Executives, the American Society of Travel Agents, the Association
of Professional Flight Attendants, Industrial Energy Consumers of
America, International Brotherhood of Teamsters, National Air
Traffic Controllers Association, National Business Travel
Association, National Farmers Union, and the Regional Airline
Association.

              Changes in Fuel Surcharge Methodology

NWA Cargo will change to a distance-based fuel surcharge
methodology in long-haul international markets effective June
25th, 2008, subject to government approvals where required.

This new fuel surcharge methodology will add an additional $0.10
per kilogram surcharge for longer-haul shipments.  This will apply
between North America and points in Asia beyond Japan and Korea,
and from North America to India -- the longest routes in the NWA
cargo network.

Shipments from North America to transatlantic markets and also
from North America to Japan and Korea are not impacted.

"In an environment of unprecedented fuel prices, adjusting fuel
surcharges to more accurately reflect distance will better align
the surcharges collected with the actual expense incurred to
transport the freight," said Tom Bach, President-NWA Cargo.

Under the new methodology, fuel surcharge amounts between North
America and Shanghai (PVG) and Guangzhou (CAN) will also increase
$0.10 to $0.50 per kilogram above existing all-in rates.

Additionally, domestic surcharges will increase from $0.44 per
pound to $0.48 per pound.

Full details on the new surcharge methodology including local
currency equivalents and shipper built unit charges may be
obtained from local NWA Cargo sales offices or at
http://www.nwa.com/services/shipping/cargo/surcharge.shtml/

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--     
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


OLDE TAYLOR: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Olde Taylor, LLC
        3414 Peachtree Rd. N.E., Ste. 230
        Atlanta, GA 30326

Bankruptcy Case No.: 08-72632

Chapter 11 Petition Date: July 1, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Michael D. Robl, Esq.
                  Email: mdrobl@tsrlaw.com
                  Thomerson, Spears & Robl, LLC
                  104 Cambridge Ave.
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  http://www.tsrlaw.com/

Total Assets: $8,011,895

Total Debts:  $6,671,462

A copy of Olde Taylor, LLC's petition is available for free at:

      http://bankrupt.com/misc/ganb08-72632.pdf


OMEGA HEALTHCARE: Creates New Company to Manage 15 Haven Buildings
------------------------------------------------------------------
Omega Healthcare Investors Inc. and an experienced nursing home
management team have formed a new company to operate the 15 Haven
facilities located on real estate owned by Omega, as a result of
the termination of a third party's agreement to acquire
substantially all of the assets of Haven Eldercare LLC out of
bankruptcy.

Haven Eldercare is Haven Healthcare Management LLC's subsidiary.

The transition to the new operating management team is subject to
the approval of the U.S. Bankruptcy Court, which has jurisdiction
over Haven's assets. Omega expects the Court to approve the new
management team taking control based on Omega's rights
as a lessor and a secured creditor under existing agreements.
   
"Given the termination of a third party purchaser's agreement to
acquire the assets of Haven out of bankruptcy, Omega worked
swiftly and diligently to retain an excellent and qualified team
ready to assume management of the facilities," C. Taylor Pickett,
chief executive officer of Omega, said.  

The team will be led by Timothy Coburn.  Mr. Coburn has been in
health care facility management for 30 years as a senior member of
several national health care companies providing successful
oversight to skilled nursing facilities, assisted living
facilities, sub-acute care facilities including traumatic brain
injury facilities and independent living communities around the
country.  

Over the past six years he has been utilized as a manager of
distressed health care properties on behalf of the U.S. Bankruptcy
Courts and the State of Connecticut Superior Courts, well as
private investors.  He was appointed Patient Care Officer by the
U.S. Bankruptcy Court for the Haven bankruptcy in November of 2007
and is a licensed Nursing Home Administrator in Connecticut and
Massachusetts.
   
"Omega plans to provide both working capital and capital
expenditure credit facilities to the new provider so that the
caregivers in these facilities can continue doing what they do
best and that is providing quality care for the residents of these
facilities," Mr. Pickett continued.
   
"Since the Haven situation has been rapidly evolving, we have not
completed our assessment of the financial impact of these
actions," Mr. Pickett continued.  "We expect to be in a position
to provide an overview of the financial impact in connection with
our second quarter earnings statement."

                    About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.
   
               About Omega HealthCare Investors Inc.

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2007, the company owned
or held mortgages on 238 SNFs and assisted living facilities with
approximately 27,465 beds located in 27 states and operated by 29
third-party healthcare operating companies.

                          *     *     *

Omega Healthcare Investors Inc.'s 7% Senior Notes due 2014 holds
Moody's Investors Service's Ba3 rating and Standard & Poor's
Ratings Service's BB+ rating.


ONCO PETROLEUM: Gets Executive Cease Trade Order on Filing Delays
-----------------------------------------------------------------
Onco Petroleum Inc. previously announced through a press release
issued on May 21, 2008 that it would be delayed in the filing of
its audited annual financial statements for the year ended
December 31, 2007, which pursuant to National Instrument 51-102
were to be filed via SEDAR by April 29, 2008. Due to the delay in
the completion of the Annual Financial Statements, the completion
of Onco's interim financial statements for the period ended March
31, 2008 have also been delayed. Pursuant to National Instrument
51-102, the Interim Financial Statements were to be filed via
SEDAR on May 15, 2008.

The filing of the Annual Financial Statements have been delayed
due to unanticipated delays in the audit of Onco's financial
statements. Onco's auditors have assigned a different group to
audit Onco's financial statements for the year ended December 31,
2007 (as compared to prior years). This newly assigned team has
expertise in auditing oil and gas companies. The transfer of audit
responsibility to a different team at Onco's auditors has caused a
delay in the completion of Onco's audit. The Company is making
best efforts to remedy its default with respect to the completion
of its Annual Financial Statements, and currently anticipates that
its Annual Financial Statements and related management's
discussion and analysis will be filed by July 8, 2008, and its
Interim Financial Statements and related management's discussion
and analysis will be filed shortly thereafter. Onco had expected
that the Annual Financial Statements would be filed by June 30,
2008; however, the completion of an audit of the Annual Financial
Statements was unexpectedly further delayed.

Due to the delays, Onco had applied to the Ontario Securities
Commission and had received a Management and Insider Cease Trade
Order applicable to all management and insiders of the Onco. This
order will remain in effect until the default is remedied or until
such other date as the OSC may determine in its discretion. Onco
acknowledges that the OSC may impose an Issuer Cease Trade Order
if the default is not remedied by June 29, 2008.  No update is
available regarding the matter as at press time.

Onco confirms that it intends to satisfy the provisions of the
OSC's Alternate Information Guidelines so long as it remains in
default of the financial statement filing requirements.

                     About Onco Petroleum Inc.
   
Headquartered in Ontario, Canada, Onco Petroleum Inc. (CNQ:ONCO)
(FRANKFURT:3HX) -- http://www.oncopetroleum.ca/-- is an energy  
company involved in exploration, development and production of oil
and gas deposits and related projects in southern Ontario and
Michigan.


OTC INTERNATIONAL: Coding Irregularity Caused $11 Mil. Discrepancy
------------------------------------------------------------------
Examiner Howard Fielstein disclosed in his report that a
$11 million deficit in the inventory of OTC International Ltd. was
due to coding error, Tiffany Kary of Bloomberg News reports.

According to Bloomberg, Mr. Fielstein noted in his report that
"some gold was priced at silver prices, and some silver was priced
at gold prices."

"Over the years a large amount of slow moving, obsolete
inventory was coded incorrectly,"  Ms. Kary quotes Mr. Fielstein
as saying.

At the behest of the U.S. Trustee for Region 2, the United States
Bankruptcy Court in Manhattan, New York, appointed Mr. Feilstein
to probe any misdoing relating to an unexplained deficit of
precious metals the Debtor reported in April, when it sought for
financing from Sovereign Bank and ABN Amro Bank NV, Ms. Kary
relates.

                    About OTC International

Long Island City, New York, OTC International, Ltd. --
http://www.otcinternational.com/-- manufactures jewelry and     
precious metal, specializing in diamonds, gold, silver, gemstones,
cameos, and watches.  The company filed for Chapter 11 protection
on April 3, 2008 (Bankr. S.D.N.Y. Case No. 08-11181).

Ian R. Winters, Esq., and Patrick J. Orr, Esq., at Klestadt &
Winters LLP, represent the Debtor in its restructuring efforts.  
The Debtor selected The Garden City Group Inc. as claims and
noticing agent.  The U.S. Trustee for Region 2 appointed creditors
to serve on an Official Committee of Unsecured Creditors.  
Silverman Perlstein & Acampora LLP represents the Committee as
its counsel in this case.  Howard Fielstein, CPA, a member of
Margolin Winer & Evens LLP, will serve as Chapter 11 examiner of
the Debtor's case.

The Debtor's summary of schedules listed total assets of
$16,362,907 and total debts of $74,024,680.  All assets are listed
at net book value excluding metal inventory on consignment of
$29,261,970.
     

PARK HOLLOW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor:  Park Hollow Apartments, Ltd.
         aka Park Hollow Apartments
         1177 West Loop South, Ste. 1725
         Houston, TX 77027

Bankruptcy Case No.: 08-34347

Chapter 11 Petition Date:  July 1, 2008

Court:  Southern District of Texas (Houston)

Judge:  Letitia Z. Clark

Debtors' Counsel: Craig Harwyn Cavalier, Esq.
                  3355 West Alabama, Ste. 1160
                  Houston, TX 77098
                  Tel: (713) 621-4720
                  Fax: (713) 621-4779
                  E-mail: ccavalier@cavalierlaw.com

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

Estimated Debts:   $10,000,000 to $50,000,000

Debtor did not file a list of its 20 largest unsecured creditors.


PARK HOLLOW: Section 341(a) Meeting Slated for August 19
--------------------------------------------------------
The United States Trustee for the Southern District of Texas in
Houston will convene a meeting of creditors in the chapter 11 case
of Park Hollow Apartments, Ltd., on August 19, 2008, at 1:00 p.m.
at Houston, 515 Rusk Suite 3401.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  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.

Holders of claims against the Debtor have until November 11, 2008,
to file proofs of claim.

Park Hollow Apartments, Ltd., aka Park Hollow Apartments, of
Houston, Texas, filed for chapter 11 protection before the U.S.
Bankruptcy Court for the Southern District of Texas on July 1,
2008 (Case No. 08-34347).  Craig Harwyn Cavalier, Esq., in
Houston, serves as the Debtor's bankruptcy counsel.

Park Hollow reported $1,000,000 to $10,000,000 in estimated
assets, and $10,000,000 to $50,000,000 in estimated debts when it
filed for bankruptcy.


PFF BANCORP: Low Liquidity Cues KPMG LLP's Going Concern Doubt
--------------------------------------------------------------
KPMG LLP in Los Angeles, Calif., raised substantial doubt on the
ability of PFF Bancorp, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
March 31, 2008.  

The auditing firm reported that the company has experienced a
significant net loss in 2008, which has resulted in a reduction in
the company's available liquidity and regulatory capital.  The
company would be unable to meet its outstanding obligations as
they become due if the proposed acquisition is not consummated or
another significant capital raising transaction does not occur.

                      Management's Statement

Due to the turmoil in the real estate industry during 2007 and
2008, the company experienced a net loss of $225.4 million for the
fiscal year ended March 31, 2008, due primarily to a
$322.6 million provision for loan and lease losses.  Adverse
information released about the company's fiscal 2008 performance
has resulted in a substantial outflow of customer deposits and a
reduction in available liquidity subsequent to March 31, 2008.

Between March 31, 2008, and June 13, 2008, net deposit outflows
were $519.4 million.  These outflows have placed a strain on the
company's liquidity position and as a result the company has had
to limit loan originations and borrow additional funds from the
Federal Home Loan Bank.  As of June 13, 2008, the company's
defined liquidity ratio stands at 14.4%.

The company's operations are not expected to produce positive cash
flows and continued operations depend on its ability to meet
existing debt obligations.  As of April 30, 2008, the company
would have been in default of certain financial covenants on its
line of credit with a commercial bank, however the company
negotiated a waiver of the events of default.  At this time the
company do not have sufficient funds to repay the outstanding
principal of its debt.

As of June 13, 2008, the company has unused FHLB borrowing
capacity of $1.7 million and has approximately $336 million cash
on hand and in banks.  Should the company experience continued
deposit outflows it may be required to take extraordinary steps
such as selling assets to meet liquidity needs.

                   Going Concern Considerations

The Board of Directors suspended the cash dividend to stockholders
effective January 2008.

In January 2008, the company restructured the terms of its line of
credit with a commercial bank to convert the debt to a secured
term loan, reduce the amount available for borrowing to
$49.4 million, and extend the maturity date to May 31, 2008.  In
March 2008, the company made a $1.4 million principal payment on
the note and in April 2008, made a $4 million principal payment on
the note, leaving an outstanding balance of $44 million.  
Effective May 31, 2008, the company entered into an amendment and
waiver in connection with the restructuring of the secured term
loan agreement.  The amendment extends the maturity date from May
31, 2008, to June 16, 2008.  In connection with the Merger
Agreement, the maturity date of this debt was extended to June 16,
2009.

The company has deferred interest payments on its long-term
subordinated debt, and may continue to defer these payments, as
necessary.  The company has the contractual right to defer the
payment of interest on its long-term subordinated debt for up to
twenty quarters.

On April 30, 2008, the company completed a sale of Diversified
Builder Services, Inc., loans for $13.2 million.

In the first quarter of fiscal 2009, the company began the process
of evaluating the possible sale of around $105.8 million in
commercial real estate and multi-family loans to a finance
corporation and also began the process of securitizing around
$256.0 million in single-family residential loans, which could be
sold in the capital markets if necessary.  Pursuant to the terms
of the Merger Agreement, any transactions of this nature would
require the prior approval of FBOP Corporation.

                      Recent Developments

On June 13, 2008, the company entered into an Agreement and Plan
of Merger among PFF Bancorp, Inc., FBOP Corporation, and
California Madison Holdings, Inc.  Under the terms of the
Agreement, which was unanimously approved by the company's Board
of Directors, and upon the consummation of the transaction
contemplated by the Merger Agreement, stockholders will receive
$1.35 in cash for each share of the company's common stock held.  

In addition, FBOP loaned the company $7 million in exchange for a
secured note convertible into preferred stock of the company with
voting rights equivalent to 19.9% of the outstanding voting stock
of the company.  The proceeds from the loan were downstreamed to
the company's wholly owned subsidiary, PFF Bank & Trust, on June
16, 2008, along with an additional $1 million of cash previously
held by the company.  The consummation of the merger is subject to
regulatory approvals, approval by the company's stockholders and
the satisfaction of other conditions set forth in the Merger
Agreement.

                            Financials

The company posted a net loss of $225,380,000 on total interest
income of $297,814,000 for the year ended March 31, 2008, as
compared with a net income of $55,909,000 on total interest income
of $337,683,000 in the prior year.

At March 31, 2008, the company's balance sheet showed
$4,102,452,000 in total assets, $3,978,065,000 in total
liabilities, and $124,387,000 in total stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2e9e

                        About PFF Bancorp

Hedaquartered in Rancho Cucamonga, California, PFF Bancorp, Inc.,
(NYSE:PFB) -- http://www.pffbancorp.com/-- is a diversified  
financial services company.  It conducts its business through its
wholly owned subsidiary, PFF Bank & Trust.  The company's business
also includes Glencrest Investment Advisors Inc., a registered
investment advisor.  Its market areas include eastern Los Angeles,
San Bernardino, Riverside and northern Orange counties.


PHIPPS TOWNHOUSE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:  Phipps Townhomes, LLC
         887 E. Hawks Rest Drive
         Mapleton, UT 84664

Bankruptcy Case No.: 08-72639

Chapter 11 Petition Date:  July 1, 2008

Court:  Northern District of Georgia (Atlanta)

Debtors' Counsel: Edward F. Danowitz, Jr.
                  Danowitz & Associates, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

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

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

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
TRG Management Inc.            trade debt            $218,956
dba Vine City Holdings
300 Peachtree Street
Ste. 8-J
Atlanta GA 30308

Phipps Gate Homeowners         trade debt            $22,750
Association, Inc.
1537 South 30 East
Payson, UT 84615

Joe Thomas                     trade debt            $2,156
2375 Oak Crest Circle
Spanish Fork, UT 84660


PIERRE FOODS: Moody's Cuts Corporate Family Rating to Ca
--------------------------------------------------------
Moody's Investors Service lowered Pierre Foods, Inc.'s long-term
ratings, including its corporate family rating and probability of
default rating to Ca from Caa2.  All long-term ratings remain
under review for further possible downgrade.  LGD assessments are
also subject to adjustment.

This rating action is based on Moody's concern that, in the
absence of restructured bank facilities that will allow the
company to borrow under its revolving credit agreement or in the
absence of new financing arrangements, Pierre's liquidity will
continue to erode and it may have to file for bankruptcy
protection.  Moody's affirmed Pierre's speculative grade liquidity
rating of SGL-4.

Ratings downgraded and under review for further possible
downgrade:

  -- Corporate family rating to Ca from Caa2
  -- Probability-of-default rating to Ca from Caa2

  -- $40 million senior secured revolving credit facility maturing
     2009 to Caa3 from Caa2

  -- $227 million senior secured term loan facility maturing 2010
     to Caa3 from Caa2

  -- $125 senior subordinated notes maturing 2012 to C from Ca

Rating affirmed:

Speculative Grade Liquidity rating at SGL-4

In its recently filed 10K for the fiscal year ended March 1, 2008,
Pierre's auditors noted that the company's liquidity situation
raises substantial doubt about its ability to continue as a going
concern.  

Pierre was in default under its bank financial covenants for the
quarter ended at that date, and has been unable to negotiate an
amendment with its lenders.  As a result of the defaults, the
company is currently prohibited from borrowing under its revolving
credit facility.

The defaults under the senior credit agreement also create a
default under Pierre's interest rate swap agreements.  The company
voluntarily terminated the swap agreements on June 16th;
approximately $4 million in net settlement payments will be due
and payable upon demand as a result of early termination.  If
payment is demanded, the company does not currently have the cash
to satisfy the demand.  

Unless the company can restructure its existing bank agreements or
obtain new financing, Pierre may not have sufficient liquidity to
make a $6.2 million interest payment on its senior subordinated
notes due on July 15th.

The company may also be unable to renew letters of credit to its
insurance carriers.  On or before July 1st, Pierre must also amend
or provide a new letter of credit to secure a performance bond
required by the USDA for participation the USDA's Commodity
Program, which provides about 8% of Pierre's annual revenues.

Pierre is also evaluating strategic and restructuring
alternatives, and has retained a financial advisor to assist in
this process.  There is thus great uncertainty about the company's
near term liquidity and longer term profile.

Moody's recognizes that a possible alternative for the company is
a sale.  Moody's view is that recovery in a default scenario would
likely be modestly below-average.  The company has very weak
earnings given the tough economic environment, modest scale and is
less able to pass along cost increases than its better capitalized
competitors.

Pierre's SGL-4 rating incorporates the financial covenants default
and the expected very weak operating profitability and liquidity
over the next 12 months.

Moody's continuing review will focus on Pierre's liquidity and on
the potential for a sale of the company or a bankruptcy filing.

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc. is a
manufacturer, marketer and distributor of processed food
solutions, focusing on formed, pre-cooked and ready-to-cook
protein products, compartmentalized meals and hand-held
convenience sandwiches.

Revenues for fiscal year ended March 1, 2008 were approximately
$643 million.  The company was purchased by Madison Dearborn
Partners and certain members of Pierre's management on June 30,
2004.


PLAINS EXPLORATION: Buys 20% Chesapeake Energy Shares for $1.65BB
-----------------------------------------------------------------
Chesapeake Energy Corporation and Plains Exploration & Production
Company entered into a Haynesville Shale joint venture in North
Louisiana and East Texas.  PXP has agreed to acquire a 20%
interest in Chesapeake's Haynesville Shale leasehold as of June
30, 2008 for $1.65 billion in cash.  In addition, PXP has agreed
to fund 50% of Chesapeake's 80% share of drilling and completion
costs for future Haynesville Shale JV wells over a several year
period until an additional $1.65 billion has been paid.  
Chesapeake estimates that its Haynesville leasehold as of June 30,
2008, was approximately 550,000 net acres.

As a result of the transaction, PXP will hold approximately
110,000 net acres of this leasehold and Chesapeake will hold
approximately 440,000 net acres.  Chesapeake plans to continue
acquiring leasehold in the Haynesville Shale play and PXP will
have the right to a 20% participation in any such additional
leasehold.

The companies currently plan to develop the Haynesville Shale
using 80 acre spacing, which could support the drilling of up to
6,875 horizontal wells on the leasehold.  Assuming that per well
estimated ultimate reserves average between 4.5 and 8.5 billion
cubic feet of natural gas equivalent, the companies' present
Haynesville Shale leasehold could hold net unrisked unproved
reserve potential of 23-44 trillion cubic feet of natural gas
equivalent (after deducting an assumed average royalty burden of
25%).  Chesapeake is currently utilizing five operated rigs in the
Haynesville Shale play and anticipates operating at least 12 rigs
by year-end 2008, at least 30 rigs by year-end 2009 and up to 60
rigs by year-end 2010.  Under this planned rig allocation, the
companies anticipate drilling at least 600 wells over the next
three years.

"We are pleased to announce this joint venture with PXP and
believe it creates substantial value for both companies," Aubrey
K. McClendon, Chesapeake's Chief Executive Officer, commented.  
"This transaction establishes a $16.5 billion valuation for our
Haynesville Shale leasehold, all of which is located in the Core
Area of this very significant discovery.  We believe it also
provides an important validation of Chesapeake's strategy of being
a first mover in discovering and developing new unconventional
resource plays.  The $1.65 billion in cash we are receiving from
PXP and the additional $1.65 billion commitment will help fund a
substantial portion of Chesapeake's Haynesville Shale leasehold,
drilling and completion costs over the next few years, providing
us with exceptional finding costs from this play of less than
$1.00 per thousand cubic feet of natural gas equivalent.

"We have achieved outstanding drilling results in the play to date
and believe Chesapeake's expertise in developing shale plays
provides us with an opportunity to see even better results in the
months and years ahead.  The initial production rates on the eight
horizontal wells we have completed have ranged from 5 to 15
million cubic feet of natural gas equivalent per day on restricted
chokes at flowing casing pressures of up to 6,500 PSI.  We believe
these truly exceptional wells would have been capable of even
greater initial production rates if produced on open chokes as
Barnett and Fayetteville Shale wells commonly are produced.  These
production rates and flowing casing pressures, along with our
geoscientific and petrophysical analysis of over 70 wells that
have penetrated the Haynesville Shale to date, give us confidence
that our mid-point EUR estimate of 6.5 bcfe for the Core Area of
the Haynesville Shale is currently appropriate.  This compares
quite favorably to our Barnett Shale Core Area EUR average range
of 2.5-3.0 bcfe and our Fayetteville Shale Core Area average range
of 2.2-2.8 bcfe.  To date, our costs to drill and complete
horizontal Haynesville Shale wells have averaged approximately
$6.5 million and we anticipate that we will be able to reduce
these costs by at least 10% once full-scale development of the
play is underway based on other shale play experience.

"There has been substantial industry interest in our leasehold in
the past few months and we chose PXP as our partner because of our
long relationship with its management team, its successful record
as an effective industry partner in major projects and strong
historic presence in the Louisiana energy industry.  We look
forward to working with PXP on this significant opportunity and
generating meaningful new supplies of clean-burning natural gas
for American consumers while also benefiting our respective
shareholders."

"Due to PXP's strong financial position from its high cash flow,
conservatively managed balance sheet and recently expanded
borrowing capacity under its revolving credit facility, we are in
a position to invest in this unique Haynesville Shale play
opportunity and to partner with Chesapeake, the premier resource
play operator in the U.S. and the dominant driver in the
Haynesville Shale play," James C. Flores, PXP's Chairman,
President and Chief Executive Officer, commented.  "Chesapeake has
amassed the leading leasehold position in the Core Area of the
play that could support the drilling of up to 6,875 future
drilling locations.  In addition, Chesapeake has built a talented,
large and experienced geoscientific, land, drilling and
engineering Haynesville Shale team.

"We believe that Chesapeake's unrivaled experience in drilling and
completing shale wells throughout the U.S., its large rig fleet
and aggressive Haynesville Shale development program will provide
PXP with attractive operational costs of approximately $1.83 per
mcfe and, using $8 NYMEX natural gas prices and the median reserve
estimate, generates an attractive return on investment while
accelerating production and reserve growth significantly beyond
our earlier projections.  With the addition of the Haynesville
Shale position, PXP expects to have organic production growth of
greater than 20% compounded annually and reserve growth of greater
than 10% compounded annually.  We now anticipate our current net
proved reserves of 600 million barrels of oil equivalent will
reach approximately 1 billion boe by 2012.

Jefferies Randall & Dewey acted as advisor to Chesapeake and J.P.
Morgan Securities Inc. and Lehman Brothers Inc. acted as advisors
to PXP on the transaction.

               About Chesapeake Energy Corporation
    
Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas     
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

               About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/ -- is an independent oil
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As disclosed in the Troubled Company Reporter on May 23, 2008,
Moody's Investors Service assigned a B1 rating (LGD 4; 69%) to
Plains Exploration and Production's $400 million offering of
ten year senior unsecured notes.  Moody's also affirmed PXP's Ba3
corporate family rating, Ba3 Probability of Default Rating, B1
senior unsecured note ratings, but changed the LGD statistics for
the existing notes from LGD 5; 73% to LGD 4; 69%.  Note proceeds
will be used to repay borrowings under PXP's $1.9 billion secured
borrowing base facility.  The facility has an accordion feature to
$2.3 billion under PXP's $2.4 billion borrowing base (pro-forma
for the note offering).

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Houston-based independent oil and gas firm Plains
Exploration & Production Co.  At the same time, S&P raised its
issue-level rating on PXP's existing senior unsecured debt to 'BB'
from 'BB-' and assigned its 'BB' rating to $300 million in new
senior notes due 2018.  Proceeds from the offering will be used to
refinance outstanding bank debt.  S&P expect leverage metrics for
PXP to remain largely unchanged after the transaction.  The
outlook is stable.


PLASTECH ENGINEERED: Court OKs $25MM Exteriors Biz Sale to Decoma
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the sale of Plastech Engineered Products Inc. and its
debtor-affiliates' exteriors business to Decoma International of
America, Inc., an affiliate of Magna International, Inc.

The sale agreement includes:

   i) the release of $24,670,000 of the indebtedness owed to
      Goldman Sachs Credit Partners LP, as agent of the First Lien
      Lenders;

  ii) the assumption of certain liabilities; and

iii) the cash amount of the value of the inventory.

Decoma will receive designation rights with respect to the
Debtors' executory contracts and leases, and certain of the
Debtors' inventory.

A full-text copy of the Exteriors Sale Order is available at:

              http://researcharchives.com/t/s?2f02

                    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.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

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


PLASTECH ENGINEERED: Court Extends Plan-Filing Period to July 11
----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates,
together with Chrysler LLC, Goldman Sachs Credit Partners L.P., as
Agent to the Prepetition First Lien Term Lenders, the Steering
Committee of First Lien Term Loan Lenders, and the Official
Committee of Unsecured Creditors, asked the U.S. Bankruptcy Court
for the Eastern District of Michigan to extend the period within
which the Debtors have the exclusive right to file one or more
reorganization plans until July 11, 2008.  The deadline for
solicitation of acceptances of Plans is set as is, for Aug. 4,
2008.

The Court approved the Parties' stipulation.

                     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.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

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


PLASTECH ENGINEERED: Wants Release Deal With Brown Family Approved
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to  
approve a settlement agreement signed by the Steering Committee of
First Lien Term Loan Lenders with Julie N. Brown, James A. Brown
or their family members and entities owned or controlled by Brown
or her family members.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates the approval of the Brown
Settlement will resolve the disputes among the parties with
respect to the numerous claims, causes of action and rights.

Pursuant to the Brown Settlement, upon the closing of the sale of
the Debtors' interior and underhood business, Mr. Brown will
receive a sale fee from JCIM, LLC, the buyer, in the amount of
$9,250,000 to be paid over five years.  This settlement further
provides for exchange of certain releases.

The Brown Settlement provides for the settlement of claims:

    -- that the Browns and their family members and non-Debtor
       entities controlled by Brown, James A. Brown or their
       family members have alleged or may allege against the
       Debtors' estates, Johnson Controls, Inc., General Motors
       Corporation, Ford Motor Company, and Chrysler, LLC; and

    -- that the First Lien Lenders and Second Lien Lenders have
       alleged or may allege against the Browns, their family
       members or the Brown Entities.

CEO Julie Brown will retain ownership of certain of Plastech's
facilities.  The Settlement provides that Plastech Holding
Company will retain ownership of the Arizona residences, the
Rhode Island residence, and manufacturing facilities located in
Romulus, Kentwood and Caro.

In connection with the Interiors Acquisition, JCIM, LLC, the
company formed by JCI for the Interiors acquisition will assume
the leases for the Romulus I Facility and the Kentwood Facility
subject to these amendments and modifications:

   -- The lease term for each facility will be extended to the
      date that is six years from closing of the Interiors
      Acquisition;

   -- The lease for each facility will be guaranteed by JCI for
      the Extended Lease Term;

   -- Base rent for each facility will be reduced:

        * The base rent for the Romulus I Facility will be
          reduced to $5.35 per square foot on a triple net basis
          subject to CPI adjustments;

        * The base rent for the Kentwood Facility will be reduced
          to $3.75 per square foot on a triple net basis subject
          to CPI adjustments.

   -- JCIM  (or JCI) will have a right of first refusal on any
      bona fide third party offer to purchase these facilities
      received by PHC during the lease term.  At end of lease
      term, JCIM (or JCI) will have an option to purchase each
      facility at fair market value.

The lease for the Caro Facility will be included in the Interiors
Acquisition, but the Caro Facility will be leased to JCIM on a
month-to-month basis after closing at a replacement lease rate to
be negotiated.  There will be no cure costs payable by JCIM in
connection with the assumption of the leases for the Romulus I
Facility, the Kentwood Facility, or the Caro Facility.

The Brown Settlement, as well as the other sale-related
Settlements, will enable the Debtors to consummate the sales of
the interiors and the exteriors businesses with the participation
and support of the Term Lenders, Mr. Galardi tells the Court.

A full-text copy of the Brown Settlement is available for free at
http://researcharchives.com/t/s?2f01

The Debtors also seek the Court's authority to file under seal
certain documents in connection with the settlement agreement
they entered into with the Brown Family.

The sealed documents -- the Disclosure Schedules -- contain
information that are confidential in nature, as it relates to
personal and private information pertaining to Julie Brown's
salary, bonuses, distributions in respect of taxes, intercompany
debtors and receivables, and Ms. Brown's W-2 forms, Mr. Galardi
relates.  He asserts the confidential information, if disclosed,
could be inflammatory or harmful to Ms. Brown, and would cause
disruption to the Debtors' operations if made publicly available.

                          *     *     *

Based on documents obtained by Crain's Detroit Business, Julie
Brown's relatives who are in the employ of Plastech  earned an
aggregate of $6,400,000 for fiscal year 2007.  The relatives
include three of Julie Brown's brothers, two sisters-in-law,
sister, cousin and nephew.

The report also disclosed a $2,250,000 compensation for Jim
Brown, Plastech's COO, and husband of Julie Brown, including
$2,210,000 in benefits and $39,541 in company car use.

Julie Brown reportedly earned $3,230,000 during the 12 months
prior to the filing of Plastech's bankruptcy cases.  Her
compensation package included $957,724 in base salary and life
insurance; $379,464 in air-craft use; $22,236 in membership at
the Fairlane Country Club in Dearborn; $30,750 in company car
usage; and a $1,840,000 bonus.

Also, Julie Brown's 2007 W-2 disclosed that salaries of her
personal driver, cook and two housekeepers were paid by the
company, the report said.

                     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.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

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


PLY MARTS: Faces Involuntary Chapter 11, Receivership Petitions
---------------------------------------------------------------
Lisa R. Schoolcraft, staff writer at Atlanta Business Chronicle,
says Ply Marts Inc. is facing an involuntary chapter 11 bankruptcy
petition commenced by three creditors owed roughly $1,200,000 in
debt.  Bank of America also has attempted to put Ply Mart into
receivership, Ms. Schoolcraft adds.

Ms. Schoolcraft relates that Bank of America told a U.S. district
court on June 23 that Ply-Marts is insolvent and unable to pay its
debts as they mature, noting that the company had defaulted on a
revised loan agreement in early 2008 and on June 3.

Ms. Schoolcraft says Ply Mart had taken steps to weather the
slumping housing market, slashing its staff, putting its real
estate on the market, and closing many of its locations.

The involuntary chapter 11 petition was filed by J.B. Hunt
Transport Inc., which alleged claims totaling $205,047; Dixie
Plywood Co., which alleged claims aggregating $944,053; and
PrimeSource Building Products Inc., which alleged claims totaling
$42,000.

Norcross, Georgia-based Ply Marts Inc. -- http://www.plymart.com/
-- is a full service building material dealer servicing
professional homebuilders, remodelers and contractors in the
Southeast.  The company carries a full line of building materials
including framing lumber, engineered wood, trusses, staircases,
stair parts, windows and doors, bath hardware, shower doors,
shutters, garage doors, mirrors and shelving.


PLY-MARTS: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Ply-Marts, Inc.
                c/o Richard H. Andre, Esq.
                127 Peachtree Street, N.E., Ste. 700
                Atlanta, GA 30303

Case Number: 08-72687

Type of Business: The Debtor is a building material dealer
                  servicing professional homebuilders, remodelers
                  and contractors.  See  
                  http://www.plymart.com/Pages/Plymartpage.aspx

Involuntary Petition Date: July 1, 2008

Court: Northern District of Georgia (Atlanta)

Petitioners' Counsel: Kate D. Strain, Esq.
                      Hunter, Maclean, Exley and Dunn, P.C.
                      200 E. St. Julian Street
                      Attn: Frank J. Perch III, Kate D. Strain
                      P.O. Box 9848
                      Savannah, GA 31412
                      Tel: (912) 236-0261
                      http://www.huntermaclean.com/

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Dixie Plywood Company          Unpaid invoices      $944,053
of Atlanta
P.O. Box 1408
Savannah, GA 31402
Attn: Mark Gentry

J.B. Hunt Transport, Inc.      Unpaid invoices      $205,047
P.O. Box 695
Lowell, AR 72745
Attn: Jack Krupka

PrimeSource Building           Unpaid invoices      $42,000
Products, Inc.
2115 E. Boat Line Road
Carrollton, TX 75006
Attn: Michael Forman


PREGIS CORPORATION: Moody's Cuts Corporate Family Rating to B3
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pregis
Corporation - Corporate Family to B3 from B2.  Additional
instrument ratings are detailed.  The outlook is stable.

The downgrade of the Corporate Family Rating to B3 reflects the
deterioration in the company's credit metrics stemming from an
adverse operating and competitive environment and an expectation
of limited improvement over the near term.  Credit statistics have
deteriorated as rising input costs and economic softness
negatively impacted volumes, margins and cash flow.

Concurrently, the competitive environment in the industry has made
it difficult for Pregis to institute price increases as the
industry remains highly fragmented and intensely competitive.  
Moody's believes credit metrics are not likely to improve in the
near term due to ongoing economic weakness, persistent high input
costs and a continuing competitive industry environment.

The ratings benefit from Pregis's diverse product line, long
standing customer relationships and low concentration of sales.  
The company is also geographically diversified with a significant
international presence and some exposure to faster growing
emerging markets.

Moody's took these ratings:

  -- Corporate Family Rating, downgraded to B3 from B2
  -- Probability of Default Rating, downgraded to B3 from B2

  -- $50 million senior secured first lien revolver due 2011,
     downgraded to Ba3 (LGD2, 19%) from Ba2 (LGD2, 16%)

  -- $87 million senior secured first lien term loan B-1 due 2012,
     downgraded to Ba3 (LGD2, 19%) from Ba2 (LGD2, 16%)

  -- EUR68 million senior secured first lien term loan B-2 due
     2012, downgraded to Ba3 (LGD2, 19%) from Ba2 (LGD2, 16%)

  -- EUR 100 million senior secured second lien notes due 2013,
     downgraded to B3 (LGD4, 54%) from B2 (LGD4, 51%)

  -- $150 million senior subordinated notes due 2013, downgraded
     to Caa2 (LGD5, 85%) from Caa1 (LGD5, 83%)

  -- Speculative Grade Liquidity Rating, affirmed SGL-3

  -- The ratings outlook is changed to stable from negative.

Headquartered in Deerfield, Illinois, Pregis manufactures,
markets, and distributes various packaging products including
protective packaging, foodservice packing, flexible barrier
packaging and hospital supplies.  Pregis generated sales of
approximately $1 billion for the twelve months ended March 31,
2008.


PROGRESSIVE MOLDED: Can Hire Kurtzman Carson as Claims Agent
------------------------------------------------------------
Progressive Molded Products, Inc. and its debtor-affiliates sought
and obtained the authority of the U.S. Bankruptcy Court for the
District of Delaware to employ Kurtzman Carson Consultants LLC as
their notice, claims, and balloting agent in connection with their
Chapter 11 cases.  

As claims agent, KCC will:

     (a) prepare and serve required notices in the Chapter 11
         cases, which may include, but not limited to:

          (i) notice of commencement of the Chapter 11 cases and
              the initial meeting of creditors pursuant to
              Section 341(a) of the Bankruptcy Code;

         (ii) notice of the claims bar date, if any;

        (iii) notice of objections to claims;
       
         (iv) notice of any hearings on a disclosure statement
              and confirmation of a plan of reorganization; and

          (v) other miscellaneous notices to any entities, as the
              Debtors or the Court may deem necessary or
              appropriate for an orderly administration of the
              Chapter 11 cases;
     
     (b) after the mailing of a particular notice, prepare for
         filing with the Court a certificate or affidavit of
         service that includes an alphabetical list of persons to
         whom the notice was mailed and the date and manner of
         mailing;

     (c) receive and record proofs of claim and proofs of
         interest filed;

     (d) create and maintain official claims registers,
         including, among other things, the following information
         for each proof of claim or proof of interest:

         (i) the name of the Debtor;
        
        (ii) the name and address of the claimant and any agent
             thereof, if the proof of claim or proof of interest
             was filed by an agent;
       
       (iii) the date received;

        (iv) the claim number assigned; and

         (v) the asserted amount and classification of the claim;

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

     (f) transmit to the Clerk's Office a copy of the claims
         registers upon request or at agreed upon intervals;

     (g) act as balloting agent which will include these
         services:

         (i) print ballots including the printing of color-coded,
             creditor-and shareholder-specific ballots;

        (ii) prepare voting reports by plan class, creator or
             shareholder and amount for review and approval by
             the Debtors and their council;

       (iii) coordinate mailing of ballots, disclosure statement
             and plan of reorganization or other appropriate
             materials to all voting and non-voting parties and
             provide affidavit of service;

        (iv) establish a toll-free "800" number to receive
             questions regarding voting on the plan;

         (v) receive and tabulate ballots, inspect ballots for
             conformity to voting procedures, date stamp and
             number ballots consequently, provide computerized
             balloting database services and certify the
             tabulation results;

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

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

     (j) record all transfers of claims pursuant to Bankruptcy
         Rule 3001(e) and provide notice of the transfers as
         required by Bankruptcy Rule 3001(e);

     (k) comply with applicable federal, state, municipal, and
         local statutes, ordinances, rules, regulations, orders
         and other requirements;

     (l) provide temporary  employees to process claims, as
         necessary;
      
     (m) promptly comply with further conditions and requirements
         as the Clerk's Office or the Court may at any time
         prescribe; and

     (n) perform other administrative and support services
         related to noticing, claims, docketing, solicitation and
         distribution as the Debtors or the Clerk's Office may
         request.

In addition, the Debtors also sought to retain KCC to assist with
the administrative tasks associated with (a) the reconciliation
and resolution of claims; (b) preparation of schedules of assets
and liabilities, and statement of financial affairs; and (c) the
preparation, mailing and tabulation of ballots for the purpose of
voting to accept or reject any plans of reorganization.

The Debtors proposed to retain KCC at the rates set forth in their
Engagement Agreement, which they believe are reasonable given the
quality of their services.  They also agreed to pay for
reasonable expenses for transportation, lodging, meals,
publications, postage and related items, in addition to the
hourly consulting fees.  Prior to the Petition Date, the Debtors
paid KCC a $25,000 retainer.

James M. Le, KCC's chief operating officer, assured the Court
that his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b),
and does not hold or represent an interest adverse to the
Debtors' estates.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Gets Court Nod to Pay Prepetition Wages
-----------------------------------------------------------
Progressive Molded Products Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to pay certain prepetition wages, salaries and other
compensation to employees in accordance with their customary
prepetition practices.  

However, vacation pay will be paid in the ordinary course of
business and will be paid to departing employees only as required
by applicable law.

The Debtors say their employees are essential to the operation of
their business, and without the Court's order, the employees will
suffer undue hardship and serious financial difficulties, as the
amount in question are needed to enable employees to meet their
own personal financial obligations.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, says that, as of the Petition Date, the
Debtors collectively employ approximately 408 employees in the
United States facilities, of whom approximately 334 are hourly
employees, and 74 are salaried employees.  The Debtors also
employ 2,398 employees in Canada.

The Debtors' employees perform a variety of critical functions,
including product manufacturing and variety of engineering,
administrative, accounting, supervisory, consultant, management,
sales and other tasks.  The Debtors' ability to accomplish a
successful restructuring and maximize creditors' recoveries is
dependent upon retaining the skills, knowledge and experience of
their employees.

By this motion, the Debtors seek the Court's order authorizing
them to pay prepetition wages, salaries, payroll taxes and
employee benefits and related expenses in accordance with their
existing policies.

  -- Employee Compensation

As of the Petition Date, the Debtors estimate that the aggregate
gross amount of unpaid payroll obligations, including the
aggregate amount owed to non-employee independent contractors, is
approximately $1,626,500.  In addition to payroll obligations,
the Debtors also provide vacation time for which departing
employees compensated in cash, sick leave, and compensation for
personal days, holidays, bereavement absences, military leave,
and jury duty.

  -- Employee Benefits

Like most major businesses, the Debtors offer their employees
certain general welfare benefits, including medical, dental
insurance plans, short-term disability programs, accident and
sickness benefit plans, life insurance, various forms of
retirement savings plans etc.  The prepetition benefits are an
integral part of the employees' total compensation package.  
Interruption of such benefits would seriously disrupt the morale
of the employees and the Debtors' operations.  As of the Petition
Date, the Debtors estimate that they owe approximately $1,100,000
with respect to unpaid prepetition benefits.

  -- Withholding and Other Related Taxes

Some of the prepetition benefits that the Debtors offer to
employees require employee contributions which are typically
funded through payroll deductions.  In such cases, the Debtors
deduct an employee's contribution from the employee's payroll
check and subsequently pay those funds, along with any required
employer tax or other employer contributions or matching funds,
to the appropriate parties.  The Debtors also routinely make
deductions from the employees' payroll relating federal, state
and local tax withholdings and garnishments.  As of the Petition
Date, the Debtors estimate $65,000 in third-party payments
accrued prepetition for their U.S. employees and $573,000 for
their Canadian employees.

  -- Reimbursable Expenses

The Debtors customarily reimburse employees for business expenses
incurred in the ordinary course of performing their duties on
behalf of the Debtors.  The reimbursement obligations include,
among other amounts, expenses incurred in connection with travel,
business-related entertainment, long-distance telephone charges
and various ordinary expenses that the Debtors' employees incur
in performing their jobs.  On average, the Debtors pay $225,000
per month on account of reimbursement obligations.

  -- Miscellaneous Benefits

The Debtors implement, among other things, educational assistance
programs sponsored by the Debtors for certain employees.  
Pursuant to the program, the Debtors reimburse employees a
percentage for college tuition-level credits.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Obtains Interim Order to Use Cash Collateral
----------------------------------------------------------------
Progressive Molded Products Inc., Progressive Marketing,
Inc., THL-PMPL Holding Corp., Progressive Moulded Products
Limited, and their affiliates, ask the United States Bankruptcy
Court District of Delaware for authority to:

   (a) use cash collateral, and for the purposes, on the terms
       and in the amounts set forth in a budget acceptable to
       agents to their prepetition secured lenders, subject to a
       cumulative variance for any week of 15%;

   (b) enter into postpetition arrangements with customers like
       General Motors Corp., Ford Motor Company, and Chrysler,
       LLC; and
   
   (c) provide adequate protection to the Prepetition Secured
       Lenders with respect to any diminution in value of their
       respective interests in their collateral.

The Debtors propose to use cash collateral consisting of cash-on-
hand and cash to be generated from the continued operations of
their businesses, including the collection of their accounts
receivable.  In addition, the Debtors propose to enter into
customer arrangements indented to provide them with additional
liquidity through more favorable payment arrangements and other
terms to be agreed.

If the Debtors are unable to use Cash Collateral or obtain
additional liquidity, they will not be able to meet essential
obligations thereby forcing a shutdown of their operations, avers  
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware.  Accordingly, the Debtors and their
creditors, she asserts, face a substantial risk of immediate and
irreparable harm if their proposal is not granted both on an
interim as well as final basis.

The Debtors' prepetition debt obligations total $539,200,000.  
THL-PMPL, PMPL and PMPI are parties to a Credit Agreement, dated
as of August 16, 2004, with the lenders JPMorgan Chase Bank, N.A.
and JPMorgan Chase Bank, N.A. Toronto Branch, as their
administrative and collateral agents.  As of the Petition Date,
the aggregate principal outstanding under the Senior Credit
Agreement is $276,938,661, plus all accrued but unpaid interest,
fees and other charges due.  PMPL has been the only borrower
under the Senior Credit Agreement, with funds advanced to the
other Debtors as needed as intercompany loans.  The Senior
Prepetition Obligations are guaranteed by each of THL-PMPL, PMPI
and PMI and secured by all of the Debtors' assets.

PMPL is also a party to an Indenture dated Jan. 26, 2007, with
Wells Fargo Bank, National Association, as trustee, pursuant to
which PMPL issued certain Subordinated Second Priority Secured
Notes due 2012 in the principal amounts of US$20,595,422 and
CN$2,837,683, as well as additional notes issued in April 2007 in
the principal amount of CN$2,837,683.  The Junior Prepetition
Obligations are guaranteed by THL-PMPL, PMPI and PMI and secured
by the Prepetition Collateral, other than certain leasehold
mortgages.

Accordingly, the Debtors seek to provide the Prepetition Agents,
as adequate protection for any diminution in the value of their
valid and perfected security interests and liens:

   (a) Senior Adequate Protection Liens -- a diminution amount in
       respect of the First Priority Liens for the benefit of the
       First Lien Lenders, a perfected replacement security
       interest in and valid, binding, enforceable and perfected
       liens on all Postpetition Collateral, which security
       interests and liens will be senior in all respects to the
       Junior Adequate Protection Liens but junior to the Prior
       Liens and subject to a carve-out established by the
       Debtors;

   (b) Junior Adequate Protection Liens -- a diminution amount in
       respect of Second Priority Liens for the benefit of the
       Second Lien Lenders a perfected replacement security
       interest in and valid, binding, enforceable and perfected
       liens on all Postpetition Collateral, which security
       interests and liens will be junior to the Senior Adequate
       Protection Liens, the Other Prior Liens, the First
       Priority Liens and subject to the Carve-Out;

   (c) Superpriority Administrative Claims -- superpriority
       administrative claims in the amount of their respective
       deficiencies with priority over all administrative
       expenses of the kind specified in Sections 503(b) or
       507(b) of the Bankruptcy Code; and

   (d) Reimbursement of Expenses -- payment of reasonable out-of-
       pocket fees, costs and expenses of the Prepetition Agents.

The Carve Out to be established by the Debtors currently
allocates payments for allowed and unpaid professional fees and
expenses incurred through June 30, 2008:

                                       Allowed Fees
    Professionals                      and Expenses
    -------------                      ------------
    Counsel to the Official                $150,000
    Committee of Unsecured
    Creditors                            

    U.S. Counsel to the                    $600,000
    Debtors  

    Debtors' Monitor and                 $1,500,000
    Canadian Counsel

    Other state professionals            $1,500,000
    employed the Debtors'
    Chapter 11 cases   

             Cash Collateral Use Allowed Until June 30

Bankruptcy Court Judge Kevin J. Carey authorized the Debtors to
use Cash Collateral on an interim basis.  The Interim Cash
Collateral Order provides that the Debtors will be allowed to use
Cash Collateral until June 30, 2008, or to a date agreed upon
with the Prepetition Lenders.

According to Ms. Morgan, the Prepetition Secured Parties have
either consented to the use of Cash Collateral or will not object
to its use until June 30, 2008.

Ms. Morgan relates the terms of the Cash Collateral Use continue
to be negotiated in good faith and at arm's length.

The Court will convene a hearing to consider final approval of
the terms of the Debtors' cash collateral use on July 14, 2008 at
10:00 a.m.  Objections are due 4:00 p.m. on July 7, 2008.

A copy of the Debtor's cash budget for the week ended June 29,
2008 is available for free at:

          http://ResearchArchives.com/t/s?2ec3

In compliance with Local Bankruptcy Rule 4001-2, the Debtors
disclose that:

   (a) There will be an investigation period for the stipulations
       in the Cash Collateral Order, but it expires 60 days after
       the initial selection of counsel for the Official
       Committee of Unsecured Creditors;

   (b) They reserve their right to seek at the final hearing a
       waiver of the provisions of Section 506(c) of the
       Bankruptcy Code or otherwise that would allow the
       Prepetition Collateral or the Prepetition Secured
       Creditors to be subject to surcharge by the Debtors or any
       other party-in-interest, other than with respect to the
       Carve-Out; and

   (c) They reserve their right to grant a lien on Avoidance
       Proceeds upon entry of a final Cash Collateral Order as
       additional adequate protection to the Prepetition Secured
       Creditors.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


QUICK SERVICE: To Auction Off 17 Church's Chicken Stores on Aug 4
-----------------------------------------------------------------
Quick Service Foods-Tampa Inc. sought and obtained authority from
the U.S. Bankruptcy Court for the Middle District of Florida to
sell about 17 Church's Chicken fast food outlets, subject to
competitive bidding and auction, The Tampa Tribune reports.

The auction will be held on August 4, 2008, at the offices of
Fowler White Boggs Banker, P.A., at 501 E. Kennedy Blvd., Suite
1700, in Tampa, Florida, beginning at 10 a.m., the report says.

Donald R. Kirk, Esq., at Fowler White Boggs Banker, the Debtor's
counsel, said bidders may purchase the stores individually or
purchase them all, the report adds.

According to Tampa Tribune, the Church's Chicken locations on the
auction block are:

   -- 1701 N. Nebraska in Tampa;
   -- 1211 N. West Shore Blvd. in Tampa;
   -- 3201 E. Hillsborough Ave. in Tampa;
   -- 3815 N. Armenia Ave. in Tampa;
   -- 1817 W. Sligh Ave. in Tampa;
   -- 8501 Nebraska Ave. in Tampa;
   -- 4001 N. 22nd St. in Tampa;
   -- 2301 50th St. N. in Tampa;
   -- 7502 W. Waters Ave. in Tampa;
   -- 2219 E. Fletcher Ave. in Tampa;
   -- 1001 East Tarpon Ave. in Tarpon Springs;
   -- 1050 6th St. N.W. in Winter Haven;
   -- 1575 Gulf-to-Bay Blvd, Clearwater;
   -- 703 S. Collins St., Plant City;
   -- 2195 34th St. S., St. Petersburg;
   -- 215 W. Memorial Blvd., Lakeland; and
   -- 8650 N. 56th St., Temple Terrace.

According to the report, Mr. Kirk said the sale proceeds will be
used to pay more than $6,000,000 in outstanding debt, including
$4,900,000 owed to G.E. for a series of loans.

"The interest in the company has been very high," the report
quotes Mr. Kirk as saying.  "We've got lots of calls that are
being fielded by our broker.  We're hoping it's going to be an
active bidding process."

                      About Quick Service

Quick Service Foods-Tampa Inc. operates Church's Chicken
restaurants in the Orlando and Tampa areas and employs 320 people.  
San Antonio, Texas-based Church's Chicken, founded in 1952, serves
traditional southern and spicy fried chicken.  As of January 2008,
Church's Chicken had 1,600 worldwide locations and sales of more
than $1 billion.  The parent company of Church's Chicken, Cajun
Operating Co., is owned by private equity firm Arcapita --
http://www.arcapita.com/-- is based in Atlanta.

Quick Service filed for Chapter 11 bankruptcy on Feb. 29, 2008
(Bankr. M.D. Fla. Case No. 08-02797).  Fowler White Boggs Banker
PA represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed estimated assets of
$10,000,000 to $50,000,000, and estimated debts of $1,000,000 to
$10,000,000.


RADIAN GROUP: NYSE Suspends Trading in "Subpenny Halt"
------------------------------------------------------
Trading of Radian Group Inc. was suspended by the New York Stock
Exchange yesterday after the share price fell below $1.05,
Christine Richard at Bloomberg News reports.

Radian declined 32 cents to 77 cents, according to Bloomberg.  
Company shares have decline 99% the past year, Bloomberg notes.

Ms. Richard said the NYSE called a "subpenny halt."   The NYSE
issues a "subpenny halt," Bloomberg explains, when the shares fall
below $1.05.  Trading will resume after the shares stay above
$1.10 for an entire day on another automated trading platform and
the shares may be subject to a six-month probationary period if
the average closing price drops below $1 over a six-month period.

Messages to Richard Gillispie, spokesperson for Radian, seeking
comment were not immediately returned, Ms. Richard says.

                      About Radian Group

Headquartered in Philadelphia, Pennsylvania, Radian Group Inc.
(NYSE:RDN) -- http://www.radian.biz/-- is a credit risk     
management company.  Radian develops innovative financial
solutions by applying its core mortgage credit risk expertise and
structured finance capabilities to the credit enhancement needs of
the capital markets, through credit insurance products.  The
company also provides credit enhancement for public finance and
other corporate and consumer assets on both a direct and
reinsurance basis and holds strategic interests in credit-based
consumer asset businesses.  The company has operations in New York
and London.

Radian is the third largest U.S. mortgage insurer, according to
Bloomberg News.  It also operates a bond insurance unit, Bloomberg
says.

                          *     *     *

The Troubled Company Reporter related on June 27, 2008, that
Moody's Investors Service has downgraded the insurance financial
strength ratings of Radian Group's mortgage insurance
subsidiaries, including Radian Guaranty and Amerin Guaranty which
were downgraded to A2 from Aa3, and Radian Insurance which was
downgraded to Baa1 from Aa3.  Moody's also downgraded to A3 from
Aa3 the IFS ratings of Radian Asset Assurance and Radian Asset
Assurance Limited, and the senior debt rating of the holding
company, Radian Group to Ba1 from A2.  The outlook for the ratings
is negative.

As a result of the rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by Radian Asset are also
downgraded to A3, except those with higher public underlying
ratings.

Moody's said the rating action concludes a review for possible
downgrade that was initiated on Jan. 31, 2008, and reflects the
deterioration in Radian's capital adequacy and medium term
profitability prospects, as well as the firm's limited financial
flexibility.  Moody's said that, while mortgage insurance demand
and new business quality have both improved in recent months,
performance of Radian's exposures originated prior to 2008 has
eroded capitalization and those exposures remain vulnerable to
further economic deterioration.


REAL MEX: S&P Cuts Credit Rating to 'CCC' on Poor Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cypress,
California-based Real Mex Restaurants Inc., including the
corporate credit rating to 'CCC' from 'CCC+'.  The downgrade is a
result of the company's continued poor performance, which worsened
its already very limited and tenuous liquidity.  The outlook is
negative.
     
"The ratings on Real Mex reflect the company's weak liquidity and
significant near-term default risk," said Standard & Poor's credit
analyst Charles Pinson-Rose.  Also, the ratings on Real Mex are
unsolicited and may be based solely on publicly available
information and may or may not involve the participation of the
issuer's management.  Standard & Poor's has used information from
sources believed to be reliable but does not guarantee the
accuracy, adequacy, of completeness of any information used.


RED MILE: Burr Pilger Raises Going Concern Doubt Over Losses
------------------------------------------------------------
San Francisco-based Burr, Pilger & Mayer LLP raised substantial
doubt on the ability of Red Mile Entertainment, Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended March 31, 2008.  The auditor pointed
to the company's significant operating losses and accumulated
deficit of US$32,900,000 at March 31, 2008.

The company has sustained substantial operating losses since
inception of US$32,929,339 at March 31, 2008, and has incurred
negative cash flows from operations.

                      Management's Strategy

The company has assembled a strategic plan that it believes to be
viable and will contribute to meeting its cash flow requirements,
which it has already begun implementing.   

The company's strategic plan consists of its entry into a co-
publishing agreement for its Heroes Over Europe game which will
provide the company with minimum guarantees on execution of the
agreement as well as milestone payments coinciding with the timing
of milestone obligations the company has to its developers; its
entry into a co-publishing agreement for its Sin City video game
which will provide the company with minimum guarantees on
execution of the agreement as well as milestone payments
coinciding with the timing of milestone obligations the company
has to its developers; and renegotiation of both the amount and
timing for payment of many of its current payables and accrued
obligations.

Management believes that the plan is reasonably capable of
removing the threat to continuation of the business during the 12-
month period following the most recent balance sheet presented.

                        Subsequent Events

On May 7, 2008, the company entered into a secured credit
agreement with Silverbirch, Inc., a Canadian publicly traded
corporation, in the amount of C$750,000.  The facility is
available for development and production of the company's "Heroes
Over Europe" video game and general and administrative purposes.  
Any amounts drawn on the facility are payable no later than
Nov. 7, 2008.  On May 7, 2008, the company borrowed C$302,000
against the facility in respect of a development payment due to
the developer of the "Heroes Over Europe" video game.

On May 12, 2008, the company borrowed C$448,000 against the
facility.  The facility bears interest at the rate of 10% per
annum and is payable to lender quarterly in arrears.  Advances
under the facility may be prepaid without penalty.  The facility
carries a first priority security interest in all the company's
present and future assets in addition to the securities in the
capital of its three wholly owned subsidiaries.  The facility
carries no financial or operating covenants.

Concurrent with the closing of the facility, the company entered
into a Subordination and Postponement Agreement with Tiger Paw
Capital Corporation, a corporation owned and operated by Mr. Kenny
Cheung, a member of the company's Board Of Directors.  Under this
agreement, Tiger Paw agreed to subordinate and postpone to lender
C$750,000 of its US$1,000,000 first priority security interest in
all the company's present and future assets under its Revolving
Line Of Credit Agreement entered into on Feb. 11, 2008, with the
company.  Tiger Paw has also agreed, pursuant to a Forbearance
Agreement with the company entered into on May 7, 2008, not to
exercise any demand or enforcement rights under the Tiger Paw
Credit Agreement or the promissory note issued by the company in
connection with the Tiger Paw Credit Agreement until Nov. 7, 2008.

                            Financials

The company posted a net loss of US$15,711,149 on net revenues of
US$10,244,395 for the year ended March 31, 2008, as compared with
a net loss of US$8,038,894 on net revenues of US$1,017,927 in the
prior year.

At March 31, 2008, the company's balance sheet showed US$6,550,403
in total assets, US$3,081,342 in total liabilities, and
US$3,469,061 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?2e9f

                          About Red Mile

Headquartered in Sausalito, California, Red Mile Entertainment,
Inc., (OTC BB: RDML.OB) -- http://www.redmileentertainment.com/--  
is a worldwide developer and publisher of interactive
entertainment software.  Red Mile creates, incubates, and licenses
premier intellectual properties and develops products for console
video-game systems, personal computers, and other interactive
entertainment platforms.


REMOTEMDX INC: Restates Report for Year Ended Sept. 30, 2007
------------------------------------------------------------
RemoteMDx, Inc., filed with the U.S. Securities and Exchange
Commission on June 11, 2008, Amendment No. 1 on its Form 10-KSB
for the year ended Sept. 30, 2007, which was initially filed on
Jan. 15, 2008.  The company's consolidated financial statements
have been restated to correct deferral of certain revenue as of
Sept. 30, 2007, and the reclassification of expenses for the years
ended Sept. 30, 2007, and 2006.

Those restatements for the year ended Sept. 30, 2007, resulted in
revenue decreasing about 15% and net loss increasing about 1.3%
over the amounts previously reported.  Those restatements for the
quarter ended Dec. 31, 2007, resulted in revenue increasing about
1% and net loss decreasing about 0.5% over the amounts previously
reported.

In a letter dated June 17, 2008, Hansen, Barnett & Maxwell in Salt
Lake City, Utah, raised substantial doubt about the ability of
RemoteMDx, Inc., to continue as a going concern after it audited
the company's restated financial statements for the year ended
Sept. 30, 2007.  The auditor pointed to the company's recurring
losses and accumulated deficit of $133,096,946 as of Sept. 30,
2007.

                       Subsequent Events

Prior to Sept. 30, 2007, the company entered into these
transactions:

-- 2,854,453 shares of common stock were issued upon the exercise
   of options providing $2,800,700 in cash to the company.
        
-- 175,753 shares of common stock were issued for SecureAlert     
   Series A Preferred stock dividends.
        
-- 15,000 shares of common stock were issued from the conversion
   of Preferred stock.
      
-- 70,000 shares of common stock were issued for services rendered
   valued at $480,700.
       
-- The company entered into a purchase agreement to acquire 51% of
   the issued and outstanding capital stock of Midwest Monitoring   
   & Surveillance, Inc., with, at the company's option, the right
   to acquire the remaining 49% of MM&S capital stock.  The
   consideration for the initial purchase of 51% of the
   outstanding MM&S shares, which will give control of MM&S to the  
   company, is $3,400,000, $1,800,000 payable in notes payable and
   438,000 shares of the company's common stock.
        
-- The company entered into a Stock Purchase Agreement to acquire
   51% of the issued and outstanding capital stock of Court
   Programs, Inc., Court Programs of Northern Florida, Inc., and
   Court Programs of Florida with, at the company's option, the
   right to acquire the remaining 49% of the Court Programs
   capital stock.  The consideration for the initial purchase of
   51% of the outstanding Court Programs' shares, which will give
   control of Court Programs to the company, is $1,145,500;
   $300,000 payable in a note payable and 212,000 shares of the
   company's common stock.
        
-- On Dec. 20, 2007, the company sold and assigned its rights
   under Patent Number 6,636,732 (issued Oct. 21, 2003) for the
   sum of $2,400,000.  The company collected the full $2,400,000
   sales price in January 2008.

                        Restated Financials

The company posted a net loss of $26,370,571 on total revenues of
$7,270,540 for the year ended Sept. 30, 2007, as compared with net
loss of $23,797,745 on total revenues of $1,070,141 in the prior
year.

At Sept. 30, 2007, the company's balance sheet showed $16,236,689
in total assets, $9,972,593 in total liabilities, $3,590,000 in
SecureAlert Series A preferred stock, $1,396,228 minority
interest, and $1,277,868 in total stockholders' equity.  

The company's consolidated balance sheet at Sept. 30, 2007, showed
strained liquidity with $11,029,815 in total current assets
available to pay $9,732,830 in total current liabilities.

A full-text copy of the company's restated 2007 annual report is
available for free at http://ResearchArchives.com/t/s?2ef9

                         About RemoteMDx

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- and its subsidiary, SecureAlert Inc.,
develop and market monitoring and surveillance products and
services to the criminal justice system throughout the United
States.


ROCKBOUND CDO I: Moody's Junks Rating of A1S Floating Rate Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Rockbound CDO I, Ltd.  The notes affected by
the rating action are:

Class Description: Up to $205,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2047

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

The transaction experienced on Nov. 30, 2007, as reported by the
trustee, an event of default caused by a failure of the Senior
Credit Test to be satisfied, as described in Section 5.1(h) of the
indenture dated July 26, 2007.

This event of default is still continuing.  Rockbound CDO I, Ltd.
is a hybrid collateralized debt obligation backed primarily by a
portfolio of CDO securities and synthetic securities in the form
of credit default swaps.  Reference obligations for the credit
default swaps are CDO securities.

As provided in Article V of the indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the trustee to take
particular actions with respect to the collateral debt securities
and the notes.

In this regard, the trustee reports that holders of a majority of
the controlling class declared the principal and all accrued and
unpaid interest on the Notes to be immediately due and payable.

Also, the trustee reports that the holder of a majority of the
controlling class directed the trustee to commence the process of
the sale and liquidation of the collateral in accordance with
relevant provisions of the transaction documents.

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


RURAL CELLULAR: GAMCO Asset Discloses 7.94% Equity Stake
--------------------------------------------------------
The aggregate number of Securities to which this Schedule 13D
relates is 2,311,649 shares, representing 14.71% of the 15,711,859
shares outstanding as reported in Rural Cellular Corp.'s most
recent Form 10-Q for the quarterly period ended March 31, 2008.  
The Reporting Persons beneficially own those Securities:

                             Shares of            % of Class
    Name                     Common Stock         of Common
    ----                     ------------         ----------
    Gabelli Funds LLC             880,900              5.61%

    GAMCO Asset                 1,247,306              7.94%
    Management Inc.

    MJG Associates Inc.            24,200              0.15%

    Gabelli Securities Inc.       150,243              0.96%

    Teton Advisors, Inc.            9,000              0.06%

Based in Alexandria, Minnesota, Rural Cellular Corporation
(Nasdaq: RCCC) -- http://www.unicel.com/-- provides wireless
communication services to Midwest, Northeast, South and Northwest
markets located in 15 states.

On Oct. 4, 2007, the company disclosed that its shareholders voted
to approve the merger agreement providing for the acquisition of
Rural Cellular Corporation by Verizon Wireless for approximately
$2.67 billion in cash and assumed debt.  The acquisition is
subject to certain closing conditions, including governmental and
regulatory approvals, and is expected to close during the second
quarter of 2008.

Rural Cellular Corp.'s consolidated balance sheet at March 31,
2008, showed $1.3 billion in total assets, $1.9 billion in total
liabilities, and $205.7 million in redeemable preferred stock,
resulting in a $785.4 million total stockholders' deficit.

                          *     *     *

Rural Cellular Corporation still carries Fitch Ratings' CCC Issuer
default rating assigned on July 30, 2007.


S & K PROPERTY: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S & K Property Group, LLC
        1971 East Beltline N.E., Ste. 214
        Grand Rapids, MI 49525

Bankruptcy Case No.: 08-05842

Type of Business: The Debtor is engaged in housing development.

Chapter 11 Petition Date: July 1, 2008

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Michael M. Malinowski, Esq.
                  Email: ecf@malinowskilaw.com
                  740 Alger Street, S.E.
                  Grand Rapids, MI 49507
                  Tel: (616) 475-4994
                  Fax: (616) 475-5313
                  http://malinowskilaw.com/

Total Assets:     $3,000

Total Debts:  $4,137,059

A copy of S & K Property Group, LLC's petition is available for
free at:

      http://bankrupt.com/misc/miwb08-05842.pdf


SALOMON BROS: S&P Junks Rating on Class P Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates from
Salomon Bros. Commercial Mortgage Trust 2001-C2.  In addition, S&P
raised its ratings on two classes and affirmed its ratings on 13
classes from this series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the three specially serviced assets.  The
lowered ratings also reflect S&P's concerns regarding six of the
seven loans that have a reported a debt service coverage below
1.0x.
     
The upgrades and affirmations for the pooled certificates reflect
credit enhancement levels that provide adequate support through
various stress scenarios.  The affirmation of the rating on class
BR reflects the full defeasance of the Birch Run Outlet Center
loan.
     
As of the June 17, 2008, remittance report, the collateral pool
consisted of 120 loans with an aggregate trust balance of
$730.9 million, compared with 138 loans totaling $877.6 million at
issuance.  Excluding the defeased loans ($252.2 million, 35%), the
master servicer, Midland Loan Services Inc., reported financial
information for 92% of the pool.  Eighty percent of the servicer-
provided information was full-year 2007 data.  There are seven
loans in the pool totaling $47.2 million (7%) with reported DSCs
lower than 1.0x; the loans are secured by various properties with
an average balance of $6.7 million.  These loans have seen an
average decline in DSC of 62% since issuance.  

Standard & Poor's calculated a weighted average DSC of 1.44x for
the pool, up from 1.39x at issuance.  There are two real estate
owned assets and one delinquent loan in the pool, all of which are
with the special servicer, CWCapital Asset Management LLC, and
have total appraisal reduction amounts of $7.3 million in effect.  
The trust has experienced one loss to date, totaling $505,548.  
Details of the specially serviced assets are:

     -- The Market Square Shopping Center is the largest REO asset
        and the ninth-largest exposure in the pool, with a total
        exposure of $12.1 million including servicing advances and
        interest thereon.  The loan was transferred to the
        CWCapital on June 24, 2004, due to technical default and
        became REO on May 1, 2006.  There is a $2.7 million ARA in
        effect on this asset, and Standard & Poor's expects a
        moderate loss upon the liquidation of the asset.

     -- The Holiday Inn Hotel and Resort - Tewksbury is the second
        REO asset and the 10th-largest exposure in the pool, with
        a total exposure of $14.7 million including servicing
        advances and interest thereon.  The loan was transferred
        to the special servicer on Nov. 9, 2004, due to monetary
        default and became REO on Oct 31, 2005.  There is a $4.6
        million ARA in effect on this asset, and Standard & Poor's
        expects a significant loss upon the liquidation of the
        asset.

     -- The Remington Apartments and Winslow Glen Apartments loan
        has a balance of $7.0 million and additional advances,
        including interest thereon, totaling $104,037.  The loan
        is secured by two multifamily properties totaling 341
        units in Oklahoma City, Oklahoma.  The loan was
        transferred to CWCapital on June 2, 2008, due to payment
        default.  The loan is currently 30-days delinquent and
        CWCapital is pursuing foreclosure.

Midland reported a watchlist of 25 loans ($104.8 million, 14%).  
The Cannery loan ($18.0 million, 2%) is the largest loan on the
watchlist and the second-largest exposure in the pool.  The loan
is secured by a 98,841-sq.-ft. mixed-use property in San
Francisco, California.  The loan appears on the watchlist because
the property reported a year-end 2007 DSC of negative 0.04x and
41% occupancy.
     
The Redwood Business Part Loan No. 3 ($14.6 million, 2%) is the
second-largest loan on the watchlist and the sixth-largest
exposure in the pool.  The loan is secured by a 144,000-sq.-ft.
office property in Petaluma, California.  The loan appears on the
watchlist because the property reported a year-end 2007 DSC of
0.84x and a physical occupancy of 50%.
     
The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $147.8 million (20%) and a weighted average
DSC of 1.21x, down from 1.33x at issuance.  The weighted average
DSC calculation excludes two specially serviced assets and the
third-largest exposure; S&P have not received financial reporting
for the third-largest exposure from the master servicer.  Standard
& Poor's reviewed property inspections provided by the master
servicer for all of the assets underlying the top 10 exposures.
One property was characterized as "excellent," and the remaining
properties were characterized as "good."
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered, raised
and affirmed ratings.
       

                         Ratings Lowered

          Salomon Bros. Commercial Mortgage Trust 2001-C2
           Commercial mortgage pass-through certificates

                        Rating
                        ------
             Class    To     From   Credit enhancement
             -----    --     ----   ------------------
             N        B-     B             2.94%
             P        CCC    B-            2.19%

                           Ratings Raised

          Salomon Bros. Commercial Mortgage Trust 2001-C2
           Commercial mortgage pass-through certificates

                         Rating
                         ------
              Class    To      From   Credit enhancement
              -----    --      ----   ------------------
              G        A+      A-           11.51%
              H        A-      BBB+         10.00%

                         Ratings Affirmed
     
          Salomon Bros. Commercial Mortgage Trust 2001-C2
           Commercial mortgage pass-through certificates
   
                Class    Rating   Credit enhancement
                -----    ------   -------------------
                A-3      AAA             27.00%
                B        AAA             21.88%
                C        AAA             20.38%
                D        AA+             16.62%
                E        AA              14.97%
                F        AA-             13.46%
                J        BBB              7.45%
                K        BB+              5.49%
                L        BB               4.59%
                M        B+               3.84%
                BR       AAA               N/A
                X1       AAA               N/A
                X2       AAA               N/A

                       N/A -- Not applicable.


SALON MEDIA: Burr Pilger Expresses Going Concern Doubt
------------------------------------------------------
Burr, Pilger & Mayer LLP raised substantial doubt on the ability
of Salon Media Group, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
March 31, 2008.  The auditor pointed to the company's recurring
losses and negative cash flows from operations and accumulated
deficit of $96,300,000 at March 31, 2008.

The company posted a net loss of $3,409,000 on total revenues of
$7,513,000 for the year ended March 31, 2008, as compared with a
net loss of $1,566,000 on total revenues of $7,748,000 in the
prior year.

Salon expects to incur a net loss from operations for its year
ending March 31, 2009.  During the last three years, Salon has
relied on cash from the issuance of bank debt, convertible notes
and preferred stock and from the exercise of warrants to meet its
cash requirements.  Based on current cash projections for next
year, which contemplate a smaller full year operating loss, and
positive cash flow in the second half of fiscal 2009, and takes
into account $1,500,000 in convertible debt raised subsequent to
year end, Salon estimates it will require up to an additional
$1,000,000 cash inflow to meet working capital needs.  If planned
revenues are less than expected, the cash shortfall may be higher.  
Salon is in discussions with potential investors, including
related parties, as well as its commercial bank, to obtain
additional funding.

At March 31, 2008, the company's balance sheet showed $4,616,000
in total assets, $3,599,000 in total liabilities, and $1,017,000
in total stockholders' equity.  

The company's consolidated balance sheet at March 31, 2008, showed
strained liquidity with $1,867,000 in total current assets
available to pay $2,999,000 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2ef8

                         About Salon Media

Based in San Francisco, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- is an Internet media company that  
produces a content Website with ten subject-specific sections, one
of which includes two online communities.  Salon was originally
incorporated in July 1995 in the State of California and
reincorporated in Delaware in June 1999.  Salon operates in one
business segment.


SARM: Moody's Junks Ratings of Three Interest Margin Securities
---------------------------------------------------------------
Moody's Investors Service has downgraded 5 net interest margin
securities issued by SARM.  These NIM transactions rely on excess
spread and prepayment penalties generated by the underlying
residential mortgage backed securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  These
securities have been downgraded based upon performance on the
underlying transactions that has negatively impacted future
residual payments to the NIM holders.

The complete list of rating actions is:

Issuer: SARM Net Interest Margin Notes, Series 2005-10

  -- Cl. A, Downgraded to Ca from A3
  -- Cl. B, Downgraded to C from Ba2

Issuer: SARM Net Interest Margin Notes, Series 2005-16XS

  -- Cl. A, Downgraded to B2 from Baa3

Issuer: SARM Net Interest Margin Notes, Series 2005-5

  -- Class A, Downgraded to Ca from B1

Issuer: SARM Net Interest Margin Notes, Series 2005-AXS

  -- Cl. B, Downgraded to B3 from Baa3


SASCO: Moody's Junks Ratings of Three Interest Margin Securities
----------------------------------------------------------------
Moody's Investors Service has downgraded 5 net interest margin
securities issued by SASCO.  These NIM transactions rely on excess
spread and prepayment penalties generated by the underlying
residential mortgage backed securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  These
securities have been downgraded based upon performance on the
underlying transactions that has negatively impacted future
residual payments to the NIM holders.

The complete list of rating actions is:

Issuer: SASCO Net Interest Margin Trust 2003-12XS

  -- Cl. A, Downgraded to Caa3 from Ba2

Issuer: SASCO ARC Net Interest Margin Notes, Series 2003-BC2

  -- Cl. N2, Downgraded to Caa3 from B1

Issuer: SASCO Net Interest Margin Trust 2003-36XS

  -- Cl. A, Downgraded to B2 from Baa2

Issuer: SASCO Net Interest Margin Trust 2003-3XS

  -- Cl. A, Downgraded to B2 from Baa2

Issuer: SASCO Net Interest Margin Trust 2003-S

  -- Cl. A Notes, Downgraded to Caa1 from Baa2


SATNAM WAHEGURU: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor:  Satnam Waheguru Corp.
         2165 Savoy Drive
         Chamblee, GA 30341

Bankruptcy Case No.: 08-72635

Chapter 11 Petition Date:  July 1, 2008

Court:  Northern District of Georgia (Atlanta)

Debtors' Counsel: Edward F. Danowitz, Jr.
                  Danowitz & Associates, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

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

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

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mountain Express Oil Company   trade debt            $5,000
119 Mirramount Lakes Drive
Woodstock, GA 30189


SENTRY SELECT: Manager Sets August 21 as Fund Termination Date
--------------------------------------------------------------
The termination date for Sentry Select Total Strategy fund has
been set for Aug. 21, 2008, subject to extension, as required by
the fund's amended and restated trust agreement dated April 30,
2007.  C.A. Bancorp Inc. as manager of the Sentry Select, provided
a 90-day written notice to the fund's trustee of the termination
date of the fund.

Although the termination date has been set, unitholders must be
aware that the manager may be required to extend this date if the
manager is unable to convert all of the fund's assets to cash and
the manager determines that it is in the best interests of
unitholders to do so.  

Moreover, the process of winding-up the fund and distributing
proceeds to unitholders may extend beyond the termination date and
any extension thereof.

                          Current mandate

The manager and the trustee have instructed Sentry Select Capital
Corp., as investment manager, to sell and convert to cash, to the
extent possible and in an orderly manner, the property of the fund
in an attempt to complete the conversion to cash by the
termination date.

The fund has approximately 67% of its assets invested in cash and
cash equivalents, 22% in private entities and 11% in publicly
traded securities.

       Distribution of the Fund's Net Assets to Unitholders

The manager intended to distribute the cash portion of the
liquidated net assets of the fund to unitholders under a two-step
process.  Firstly, the fund intended to declare a special
distribution in July that will be paid on Aug. 15, 2008, to
unitholders of record as of July 31, 2008, in an amount equal to
approximately $7.00 per fund unit.

Secondly, the fund intended to issue a final distribution
immediately prior to winding-up the fund in an amount equal to the
remaining net assets in the fund.  The actual amount and timing of
this final distribution will depend upon the fund's ability to
liquidate its remaining assets including the private portfolio
investments currently totaling approximately $3,450,000 in
carrying value.

The manager expected that the process of liquidating the private
portfolio may extend beyond the termination date.  The manager
may, in its discretion, upon not less than 30 days prior written
notice to unitholders, extend the termination date by a maximum of
180 days if the manager is unable to convert all of the assets of
the fund to cash and the manager determines that it would be in
the best interests of unitholders to do so.

            Process to Liquidate the Private Portfolio

The private portfolio consists of these investments:

   a) Private Entity: High Fidelity HDTV Inc.                     
      Cost: $1,250,000

   b) Private Entity: C.A. Bancorp Financial
Corp.                                           
      Cost: $1,000,000

   c) Private Entity:  Bermingham Foundation
Solutions                                          
      Cost: $  800,000

   d) Private Entity: Salbro Bottling
Group                                                  
      Cost: $  400,000

      -- Total Costs: $3,450,000

Each of the private investments represents a passive non-
controlling minority interest in a private entity.

The investment manager has received, on behalf of the fund, an
offer from C.A. Bancorp relating to the private portfolio.  
C.A. Bancorp's offer is to purchase the private portfolio from the
fund at cost plus any accrued distributions related to dividend or
interest payments.

The investment manager has retained an independent third party
firm to provide a fairness opinion on C.A. Bancorp's offer.

The investment manager believed that it is in the best interest of
the unitholders to terminate and liquidate the fund in an
expeditious manner and that the most prudent and cost-effective
manner to maximize value to the fund's unitholders would be to
assess this offer in a timely fashion.

C.A. Bancorp is the co-investor with the fund in each of the four
private investments and, as such, is in a unique position to bid
on these assets and realize synergies having already performed its
due diligence.

This significantly increases the likelihood of closing the
transaction(s) quickly and at a fair price which suits the
interests of the fund in liquidating and distributing the
remaining net assets in an orderly and timely manner.

The fund believes that the independent valuator will be able to
complete its work by the end of July, after which the fund will
provide an update to unitholders by way of a press statement.

              Trading Information and Discount to NAV

The fund's units trade on the TSX under the symbol: TSF.UN.  The
fund's units closed at a market price of $9.15 per unit on June
26, 2008 which represents a 10.2% discount to the most recently
reported net asset value per unit of $10.19 as of June 26, 2008.

                     About C.A. Bancorp Inc.

Headquartered in Toronto, Ontario, C.A. Bancorp (TSX:BKP) --
http://www.cabancorp.com/-- is a publicly-traded Canadian  
merchant bank and alternative asset manager that provides
investors with access to a range of private equity and other
alternative asset class investment opportunities.

C.A. Bancorp is focused on investments in small- and middle-
capitalization public and private companies, with emphasis on the
industrials, real estate, infrastructure and financial services
sectors.

             About Sentry Select Total Strategy Fund

Headquartered in Toronto, Ontario, Sentry Select Total Strategy
(TSX:TSF.UN) -- http://www.sentryselect.com/-- fund's units  
closed at a market price of $8.41 per unit on May 20, 2008, which
represents a 19% discount to the recently reported net asset value
per unit as of May 15, 2008.


SMART BALANCE: S&P Holds Ratings and Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Paramus,
New Jersey-based Smart Balance Inc. to positive from stable.  At
the same time, S&P raised the bank loan rating on the company's
first-lien credit facilities to 'B+' from 'B', the second-lien
bank loan rating to 'B+' from 'CCC', and affirmed the 'B-'
corporate credit rating.  S&P also revised the first-lien recovery
rating to '1' from '2', and the second-lien recovery rating to '1'
from '6'.  As of March 31, 2008, the company had about $89.5
million of debt.
     
The revised outlook is based on Smart Balance's significantly
improved capital structure that has strengthened credit protection
measures and expected increased cushion on the company's bank
financial covenants.  Smart Balance has repaid $70 million of term
loan debt since December 2007, using the cash proceeds from the
redemption of its public warrants.  Credit measures have also
benefited from the company's conversion of its $138.5 million of
series A convertible preferred stock on Jan. 3, 2008, which S&P
had previously given debtlike treatment.  S&P expect that lower
debt balances and the corresponding future reduction in interest
expense will also result in adequate cushion on Smart Balance's
financial covenants.

The ratings on Smart Balance reflect the company's narrow product
focus, customer and supplier concentration, and small size
relative to its financially stronger and larger competitors.  
These factors are somewhat offset by the company's participation
in the faster growing "better for you" segment of the packaged
food industry.
     
The outlook on Smart Balance is positive.  S&P expect the company
will continue to increase its sales and market share and sustain
recent improvement in credit protection measures.
     
"We could raise the ratings over the near term if the company
demonstrates material improvement in its covenant cushion and
maintains stable operating performance," noted Standard & Poor's
credit analyst Rick Joy.  "However, if the company faces
significant operating challenges, does not improve its financial
covenant cushion, or implements a more aggressive financial
policy, we could revise the outlook to stable or negative," he
continued.


SMITHFIELD FOODS: S&P Rates Planned $350MM Conv. Sr. Notes 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Smithfield Foods Inc.'s planned
$350 million convertible senior notes offering due 2013.  The
issue is also assigned a '4' recovery rating, indicating the
expectation of average (30% to 50%) recovery in the event of a
payment default.  The issue rating is placed on CreditWatch with
negative implications, similar to all of Smithfield's existing
ratings, including its 'BB-' corporate credit rating.

The offering will be a drawdown under the company's Rule 415 shelf
registration.  The company will use the proceeds from the notes to
repay the indebtedness under the company's May 2008 credit line,
and to reduce amounts outstanding under its U.S. revolver.
     
The company's existing ratings remain on CreditWatch pending the
completion of the sale of its beef segment to JBS S.A. (We
initially placed the ratings on CreditWatch on Dec. 3, 2007, and
subsequently lowered them to current levels on June 27, 2008.)
     
"We expect that this transaction will close in the early fall and
that the company will use proceeds from the transaction (about
$750 million) to repay debt, in which case, we would affirm the
ratings," noted Standard & Poor's credit analyst Jayne M. Ross.  
"However, if this deal is not completed, we would re-evaluate
Smithfield Foods' financial profile and would not lower the
ratings by more than one notch," she continued.


SMURFIT-STONE: Fitch Holds 'B+' ID Rating with Negative Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Smurfit-Stone Container
Corporation as:

  -- Issuer Default Rating at 'B+';
  -- Secured bank debt at 'BB+/RR1';
  -- Senior unsecured debt at 'B+/RR4';
  -- Preferred stock at 'B-/RR6'.

The Rating Outlook remains Negative.

SSCC is facing significant cost inflation challenges in what looks
to be a weak year for North American box demand and an expensive
year for SSCC's capital budget.  The company is projecting
$250 million in cost inflation in 2008 and benefits of
$80 million-$95 million from savings in the final year of its
Transformation Plan.  To hang onto progress made over the last
three years, the gap needs to be filled by higher prices for its
products, and much depends on the success of a $55/ton price
increase slated for this month which failed in the first quarter.  
SSCC will also be spending more money this year, around
$400 million, for high-speed corrugators and two greenfield
operations.

The Negative Rating Outlook heralds from an alternate view for a
much higher cost inflation in weaker than anticipated North
American markets.  Skyrocketing oil and natural gas prices and a
projected resumption of rising recycled paper costs due to demand
from China are the expected added cost pressures.  Chinese
capacity coming on-stream which could weaken U.S. linerboard
exports could also oversupply North American markets.  Both events
could undermine SSCC's ability to grow EBITDA, cash flow and debt
reduction.  For 2008 Fitch expects that EBITDA will be less than
last year's $760 million, and that net debt/EBITDA could retrench
toward 6 times if SSCC is forced to borrow to support its capital
budget.  The possibility of a ratings downgrade would exist if
leverage metrics approach a 7x net debt/EBITDA without improving
market conditions.

SSCC is a key North American producer in the corrugated box
markets with 16 paper mills and 118 corrugated container plants in
North America.  The company produces 7 million tons annually of
containerboard and sells more than 70 billion square feet of boxes
to home appliance, beverage, food, pharmaceutical, computer,
machinery and furniture manufacturers.


SOUTH COAST: Fitch Lowers Seven Ratings, Removes Negative Watch
---------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative seven classes of notes issued by South Coast Funding III,
Ltd.  These rating actions are effective immediately:

  -- $237,491,306 class A-1A notes to 'CCC' from 'BB';
  -- $94,118,466 class A-1B notes to 'CCC' from 'BB';
  -- $38,000,000 class A-2 notes to 'CC' from 'B';
  -- $12,000,000 class A-3A notes to 'CC' from 'B-';
  -- $9,000,000 class A-3B notes to 'CC' from 'B-';
  -- $10,487,834 class B notes to 'C' from 'CC';
  -- $29,777,788 class C notes to 'C' from 'CC'.

South Coast III is a cash flow collateralized debt obligation that
closed on July 10, 2003 and is managed by TCW Investment
Management Company.  South Coast III ended its reinvestment period
in August 2007.  South Coast III has a portfolio comprised
primarily of subprime residential mortgage-backed securities bonds
(67.8%), prime RMBS (11.8%), structured finance CDOs (3.4%) and
other structured finance assets. Subprime RMBS bonds of the 2005,
2006, and 2007 vintages account for approximately 12.2%, 30.0%,
and 7.7% of the portfolio, respectively.  Likewise, the SF CDO
exposure includes SF CDOs originated in pre-2005 (1.1%) and 2006
(2.3%).  Most of these assets were acquired during the
reinvestment period.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
SF CDOs with underlying exposure to subprime RMBS.  Since November
2007, approximately 56.9% of the portfolio has been downgraded net
of upgrades, with 9.6% of the portfolio currently on Rating Watch
Negative.  This actual credit deterioration exceeded Fitch's
assumed credit migration from the November 2007 review whereby
39.4% of the assets in the portfolio now carry a rating below the
rating Fitch assumed in November 2007.  Exposure to assets rated
'CCC+' and below is 48.6% compared to a senior tranche credit
enhancement of 27.0%.

The collateral deterioration has caused the class A, B, and C
principal coverage tests and the class A, B, and C interest
coverage tests to fall below 100% and fail their respective
triggers.  As of the trustee report dated May 30, 2008, the class
A principal coverage ratio was 72.53%, the class B principal
coverage ratio was 70.64%, and the class C principal coverage
ratio was 65.76%.  The failure of these tests are diverting
interest proceeds to attempt to cure the tests and therefore
exhausting remaining interest proceeds before the class B and
class C interest payments are made.  Payment of interest to the
class B and C notes has been made in kind by writing up the
principal balance of each class by the amount of interest owed.  
Fitch expects class B and class C to receive only capitalized
interest payments in the future with no ultimate principal
recovery.

All classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these classes.  Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

The ratings of the class A-1A, A-1B, A-2, A-3A, and A-3B notes
address the likelihood that investors will receive full and timely
payments of interest, as per the transaction's governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The ratings of the class B and C notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the transaction's governing
documents, as well as the stated balance of principal by the legal
final maturity date.


SUMMER STREET: Collateral Decline Cues Fitch to Downgrade Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative 5 classes of notes issued by Summer Street 2005-1, Ltd.  
These rating actions are effective immediately:

  -- $277,109,973 class A-1 to 'B' from 'A-';
  -- $38,000,000 class A-2 to 'CC' from 'BBB';
  -- $33,000,000 class A-3 to 'CC' from 'BB+';
  -- $12,201,717 class B to 'C' from 'B';
  -- $18,352,625 class C to 'C' from 'B-'.

Summer Street 2005-1 is a cash flow collateralized debt obligation
that closed on Oct. 20, 2005 and is managed by GE Asset
Management, Inc. Summer Street 2005-1 is in its reinvestment
period which ends in December 2009.  Summer Street 2005-1 has a
portfolio comprising primarily subprime residential mortgage-
backed securities bonds (57.1%), Alternative-A RMBS bonds (14.3%),
commercial mortgage-backed securities bonds (15.1%), prime RMBS
(4.3%), and other structured finance assets.  Subprime and Alt-A
RMBS bonds of the 2005, 2006, and 2007 vintages account for
approximately 49.7%, 4.5%, and 8.8% of the portfolio,
respectively.  Many of these assets were acquired during the
reinvestment period.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
Alt-A RMBS bonds.  Since November 2007, approximately 46% of the
portfolio has been downgraded net of upgrades, with 6% of the
portfolio currently on Rating Watch Negative.  This actual credit
deterioration exceeded Fitch's assumed credit migration from the
November 2007 review whereby 39.1% of the assets in the portfolio
now carry a rating below the rating Fitch assumed in November
2007.  In addition, exposure to assets rated 'CCC+' and below is
just over 32% of the portfolio.

Currently all principal coverage tests are failing, which benefits
the class A-1 notes as all interest proceeds after fees and A-1,
A-2 and A-3 interest go to pay down the class A-1 notes.  As of
the May 30, 2008 trustee report, the class A principal coverage
test is 89.5%, below the 108.0% minimum trigger.  The class B
principal coverage test is 86.4%, which is below the 105.0%
trigger.  The class C principal coverage test is at 82.3%, failing
the 103.0% trigger.  The A-2 and A-3 notes are currently receiving
interest payments, but they are not expected to receive any future
principal payments.  

The interest payments on the class B and C notes have been paid in
kind by writing up the principal balance by the amount of interest
owed.  Fitch expects the class B and C notes will remain cut off
from all future cash flows.  All classes are removed from Rating
Watch as Fitch believes further negative migration in the
portfolio will have a lesser impact on these classes.  
Additionally, Fitch is reviewing its SF CDO approach and will
comment separately on any changes and potential rating impact at a
later date.

The ratings of the class A-1, A-2, and A-3 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the stated balance of principal by the legal final maturity date.  
The ratings of the class B and C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the transaction's governing documents, as well as
the stated balance of principal by the legal final maturity date.


TARGA RESOURCES: S&P's Rating Unmoved by 54% Venice Stake Purchase
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Targa
Resources Inc. (B/Stable/--) are unaffected by the announcement
that the company has agreed to buy a 54% stake in Venice Energy
Services Co. from Chevron U.S.A. Inc. and Venice Gathering
Company.  

The purchase increases Targa's portion of cash flows from the
asset that it currently partly owns and operates, so integration
risk is minimal.  The long-term financing of the purchase is also
expected to be done in a manner that will not harm credit metrics.  
Targa currently owns a 23% interest in VESCO and operates its
facilities.  VESCO, which is located near Venice, Louisiana,
comprises two cryogenic natural gas processing trains with a
combined capacity of 750,000 Mcf/d and a FERC-regulated pipeline
that gathers gas produced on the outer continental shelf in the
Gulf of Mexico.  The purchase is expected to be completed in the
third quarter.


TASMAN CDO: Default Cues Moody's to Junk Notes Rating
-----------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Tasman CDO, Ltd.  The notes affected by the
rating action is:

Class Description: $164,000,000 Class A1S Senior Secured Floating
Rate Notes Due 2047

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

As reported by the trustee, on March 17, 2008 the transaction
experienced an event of default caused by a Class A1
Overcollateralization Failure, as described in Section 5.1(i) of
the indenture dated Jan. 11, 2007.  The event of default is
continuing.

As provided in Article V of the indenture, during the occurrence
and continuance of an event of default, certain parties to the
transaction may be entitled to direct the trustee to take
particular actions with respect to the collateral and the notes.

In this regard, Moody's has been informed by the trustee that a
majority of the controlling class directed the trustee to declare
the principal of the secured notes to be immediately due and
payable.  Moreover, the trustee informs Moody's that the holder of
more than 66 2/3% of the aggregate outstanding amount of the
controlling class has exercised its right under the terms of the
transaction documents to direct the liquidation of the collateral.

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

Tasman CDO, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.


TENNECO INC: Fitch Holds Ratings and Revises Outlook to Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings of Tenneco Inc. as:

Tenneco, Inc.
  -- IDR at 'BB-';
  -- Senior secured bank facility at 'BB+';
  -- Senior secured notes at 'BB';
  -- Senior unsecured notes at 'BB-';
  -- Subordinated at 'B'.

Fitch has also revised Tenneco's Rating Outlook to Stable from
Positive.

The Outlook revision reflects the continuing deterioration in
North American industry production volumes, high commodity costs,
and the impact on consolidated margins and cash flow.  Combined
with expenditures for product engineering and global new business
wins, Fitch believes there is limited opportunity for reducing
leverage over the short term, indicating a longer time horizon for
any an improvement in the rating.

Approximately 23% of Tenneco's sales in 2007 were derived from
North American operations of Ford and General Motors, and a number
of Tenneco's top ten platforms are in large vehicle segments that
are experiencing the steepest declines in sales volumes and
production.  Despite the impact of the American Axle strike on
unit production volumes, first-quarter production declines could
still act as a proxy for 2008 volumes given the severe decline in
large SUV and pickup North American sales and projected production
for the remainder of 2008.  Although Tenneco has a flexible fixed-
cost structure and has taken actions to adjust costs to the
current environment, lower volumes in North America and higher
commodity costs will continue to pressure consolidated margins.

Despite turmoil in the North American market, Tenneco remains on a
secular growth path globally.  Growth in the company's technology-
driven products and tightening emission standards around the globe
have led to solid growth in new business wins, and enhanced
Tenneco's diversification across end customers and geographies.  
European margins have also demonstrated improvement from recent
sub-par levels.  To capitalize on growth opportunities, Tenneco
has ratcheted up capital expenditures, research and engineering
expenditures, and pursued a modest level of acquisition activity,
limiting improvement in the balance sheet and free cash flow
generation.  Financial metrics have steadily improved over the
past several years, and Fitch expects that over the longer term,
Tenneco will further improve metrics largely through EBITDA growth
rather than debt reduction.

Tenneco is projected to produce roughly breakeven free cash flow
in 2008 due to North American industry conditions, high commodity
costs and spending on growth initiatives.  Liquidity remains
healthy with a modest cash cushion and sufficient bank revolving
credit availability.  Tenneco also continues to demonstrate
efficiency in working capital management.  Tenneco retains
sufficient room under its Debt/EBITDA covenant that it should not
be an issue in 2008 or 2009, despite a modest tightening of the
requirement in 2009.  In 2007, Tenneco opportunistically
refinanced its bank agreement and a portion of its long-term debt
prior to the capital market disruptions, lowering its expected
interest costs and extending maturities.


TROPICANA ENTERTAINMENT: William Yung III Resigns as Board Member
-----------------------------------------------------------------
The key parties in Tropicana Entertainment LLC's bankruptcy
reached a resolution in a request for the appointment of a trustee
brought by a consortium of bondholders.  As part of the
resolution, William Yung III agreed to resign from his position as
one of the five board members.

One day after an evidentiary hearing had commenced, the bondholder
consortium as part of an amicable resolution withdrew their
trustee request preventing its refiling in the future.

"The statesman-like resolution [by Mr. Yung] will spare the estate
and its creditors significant additional expense and distraction
and we hope will facilitate a very prompt reconveyance of those
assets that are so important to the estate and its creditors," one
of the lawyers for the bondholder consortium said.

Tropicana Entertainment and the related debtor entities are
governed by a five member independently controlled board of
directors.  

"I'm pleased that we reached this resolution, and I look forward
to working with all the parties to reach consensus on the
continuing restructuring efforts of the company," Mr. Yung said.

The bondholder consortium had alleged a series of missteps by
Mr. Yung in his management of Tropicana Entertainment.  In the
end, the consortium withdrew its allegations.  

"While Mr. Yung would have welcomed the opportunity to refute the
allegations in the trustee motion and have his day in court, we're
glad everyone could come together and reach an agreement that was
a good solution for all," Nancy Peterman of Greenberg Traurig LLP,
Mr. Yung's counsel, commented.  "We look forward to working with
the constituents and focusing on a restructuring of the debtors."

               About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts.  Their financial advisor
is Lazard Ltd.  Their notice, claims, and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' consolidated
financial condition as of Feb. 29, 2008, showed $2,845,847,596 in
total assets and $2,429,890,642 in total debts.


UNIFI INC: Adequate Liquidity Cues S&P's Positive Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Greensboro, North Carolina-based Unifi Inc. to positive from
negative.  At the same time, S&P affirmed the ratings, including
the 'CCC+' corporate credit rating, on the company.  Unifi had
debt outstanding of $232.5 million at March 31, 2008.
     
"The outlook revision reflects Unifi's adequate liquidity
position, modest quarterly EBITDA growth," said Standard & Poor's
credit analyst Christopher Johnson, "and credit measures that are
stronger than medians in the 'CCC+' rating category."


URIELS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Uriels, Inc.
        8753 N. Yates Dr., Ste. 222
        Westminster, CO 80031

Bankruptcy Case No.: 08-19500

Type of Business: The Debtor is a real estate investment company.

Chapter 11 Petition Date: June 1, 2008

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: David M. Rich, Esq.
                     Email: dmrich@comcast.net
                  1873 S. Bellaire St., Ste. 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123

                        -- and --

                  John A. Berman, Esq.
                     Email: jab@jaberman.com
                  1660 Lincoln St., Ste. 1750
                  Denver, CO 80264
                  Tel: (303) 832-7645

Total Assets: $11,116,654

Total Debts:  $14,523,624

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jack W. & Connie Criffield     trade debt            $2,024,000
17 Klingengate Ct.
Castle Rock, CO 80108
Tel: (303) 663-8260

Dharma Exchange, LLC           trade debt            $1,710,000
737 29th St., Ste. 300
Boulder, CO 80303
Tel: (720) 935-7970

Douglas B. & Kathleen Udy      trade debt            $800,000
Attn: Michael Kass
3165 E. Amherst Ave.
Denver, CO 80222
Tel: (720) 935-7970

Vernon & Carla J. Stolzfus     trade debt            $780,000
3165 Stargazer Ct.
Ft. Collins, CO 80521
Tel: (970) 484-5116

Coffee Talk, LLC               trade debt            $780,000
Attn: Deb Allen
4631 E. Amherst Ave.
Denver, CO 80222

Lorraine Moller                trade debt            $725,000
Attn: Nancy D. Miller, Esq.
1050-17th St., Ste. 2500
Denver, CO 80265

Kenneth Grasman                trade debt            $525,600
8100 W. 10th Ave.
Lakewood, CO 80214
Tel: (303) 295-3655

Lawrence & Cynthia Ries        trade debt            $458,416
8677 E. Thunderbird Circle
Parker, CO 80134

Jennifer Grosjean              trade debt            $385,000
3261 Vivian Dr.
Wheat Ridge, CO 80033

Fortuno, LLC                   trade debt            $368,700
Attn: Patti Scharf
8116 S. Shawane Ct.
Aurora, CO 80016

GR Capital                     trade debt            $330,262
Attn: Eric Schunk
2840 Highway 95-A
Silver Springs, NY 89420

Kenneth & Denise Quiros        trade debt            $316,058
3649 Sonoma Way
Pinole, CA 94564

John Dixon                     trade debt            $304,620
921 Willetta St.
Phoenix, AZ 85007

Thomas A. & Margie Whittington trade debt            $250,800
P.O. 11
137 Eagle Canyon Circle
Lyons, CO 80540
Tel: (970) 532-7755

Frederic & Carol Mullin        trade debt            $250,000
6635 Jay St.
Arvada, CO 80003

Lois Wakefield                 trade debt            $244,542

Rocket Enterprises             trade debt            $240,000

James & Karen Penka            trade debt            $225,875

Barbara A. Walker              trade debt            $205,200

Stephen Perry                  trade debt            $204,532


USA SPRINGS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: USA Springs, Inc.
        dba Garrison Place RE Investment Trust
        dba Just Cause Realty Trust
        dba Sweet Review Realty Trust
        155 Old Turnpike Rd.
        Nottingham, NH 03290

Bankruptcy Case No.: 08-11816

Chapter 11 Petition Date: June 27, 2008

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Armand M. Hyatt, Esq.
                  Hyatt & Flynn, PLLC
                  110 Main St.
                  Salem, NH 03079
                  Tel: (603) 893-8069
                  
                        -- and --

                  Earl D. Munroe, Esq.
                     Email: emunroe@munroelaw.com
                  Munroe & Chew
                  5 Broadway
                  Saugus, MA 02114
                  Tel: (617) 848-1218
                  http://www.munroelaw.com/

Estimated Assets: $50,000,000 to $100,000,000

Estimated Debts:   $10,000,000 to $50,000,000

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Frank DeLucia & Son, Inc.      $784,809
386 Merrimack St.
Methuen, MA 01844

Cammett Engineering            $618,000
297 Elm St.
Amesbury, MA 01913

Gene DeLucia Consulting        $310,000
518 Harbor Dr. N.
Indian Rock Beach, FL 33785

Diom LLC                       $256,250
5 Tsienneto Rd., Ste. 78
Derry, NH 03038

AHO Construction, Inc.         $206,330

New Hampshire Soils, Inc.      $100,000

MyKrowaters, Inc.              $85,000

Gradient Corp.                 $65,000

Verizon                        $23,460

Busby Construction, Inc.       $20,145

Joseph Fitzgibbons             $20,000

Stephane Guillespie            $15,000

Town of Nottingham             $10,000

Town of Barrington             $10,000

JGI Eastern, Inc.              $8,500

Clearwater Drilling            $6,500

United Rentals, Inc.           $1,908


USA SPRINGS: Property Sale Moved to Sept. 29 Due to Bankruptcy
--------------------------------------------------------------
John Quinn at Foster's Daily Democrat reports that the possible
sale of USA Springs' property was postponed to September 29, 2008,
after the company filed for Chapter 11 bankruptcy on June 27,
2008, before the U.S. Bankruptcy Court for the District of New
Hampshire.

The Debtor's property, buildings, and equipment -- estimated to be
valued at $8,400,000 -- were slated for public auction on June 30,
2008, Mr. Quinn says.  James Auctioneers of Manchester will
conduct the sale, the report adds.

Mr. Quinn reports that USA Springs had planned to build a 176,000-
square-foot water bottling factory on the property, but the
project has been challenged by area residents.  On May 30, the
report relates, Francesco Rotondo, president of Garrison Place
Real Estate Trust, announced via legal notice that the property
would be sold due to foreclosure.

Mr. Quinn says the June 30 auction was initially called for by
Roswell Commercial Mortgage, LLC, the primary mortgage holder for
all business assets and leasehold rights of USA Springs, according
to foreclosure documents prepared by John Sullivan, Esq., at the
law firm Preti Flaherty.

The Bankruptcy Court will convene a show cause hearing July 23 at
10 a.m.  A meeting of the Debtor's creditors is slated for July 29
at 2 p.m. in Room 702 at 1000 Elm St. in Manchester, the report
says.

Scott Bratton, Esq., at Bratton & Springer Attorneys at Law in
Lowell, Massachusetts, special counsel for USA Springs, said in a
written statement, that USA Springs expected to overcome the
complicated lender issues behind the foreclosure auction to
complete the water bottling facility as planned, according to the
report.

Save Our Groundwater and Neighborhood Guardians are two grassroots
organizations formed in 2001 and 2005, respectively, to challenge
the Debtor's plan to draw about 400,000 gallons a day from an
underground aquifer for the water bottling facility.  Both groups,
the report relates, wonder whether USA Springs will emerge from
bankruptcy or sell the property to another group interested in
continuing the project.

USA Springs has a 10-year large groundwater permit, which the N.H.
Department of Environmental Services has the authority to amend or
revoke, as needed, the report notes.


VALET PARKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor:  Valet Parking Service, Inc.
         70 W. Madison, Suite 760
         Chicago, IL 60602

Bankruptcy Case No.: 08-16625

Chapter 11 Petition Date: June 27, 2008

Court:  Northern District of Illinois (Chicago)

Judge:  Jacqueline P. Cox

Debtors' Counsel:  Robert R. Benjamin, Esq.
                   Querrey & Harrow, Ltd.
                   175 West Jackson Boulevard, Suite 1600
                   Chicago, IL 60604
                   Tel: (312) 540-7000
                   Fax: (312) 540-0578
                   E-mail: rbenjamin@querrey.com

Total assets:  $90,049.32

Total debts:   $3,934,244.43

A full-text copy of the Debtor's petition, list of its 20 largest
unsecured creditors, and schedules of assets and liabilities and
statement of financial affairs are available at no charge at:

     http://bankrupt.com/misc/ilnb08-16625.pdf


VERASUN ENERGY: Duane Gilliam Takes on Chairman of the Board Role
-----------------------------------------------------------------
VeraSun Energy Corp. disclosed that Gordon Ommen has resigned as
the company's chairman.  Duane Gilliam will assume the role of
chairman of the board of directors.  He joined the board in 2005
and serves as chairman of the compensation committee of the
board of directors.

"I understand and respect [Mr. Ommen's] decision to step down from
the board to focus on other business opportunities," Don Endres,
VeraSun's founder and chief executive officer, said.  "He has
helped both teams transition after the merger and provided
valuable, thoughtful leadership to the board.  We wish him much
success with his future ventures."

Mr. Gilliam has spent nearly four decades in the oil industry,
as executive vice president of Marathon Ashland Petroleum LLC, and
has held the position of chairman for the National Petrochemical
and Refiners Association and other leadership positions on several
petroleum industryassociation boards.

"We are pleased to have [Mr.] Gilliam step into this leadership
role on the board," Mr. Endres added.  "His insights into the
petroleum market and our customers' business have helped us to
gain a deeper understanding of our own business and how we serve
our customers."

Mr. Gilliam retired from Marathon Ashland Petroleum LLC in
May 2003, as executive vice president, corporate affairs, after
serving as president of Ashland Petroleum Company until it merged
with Marathon in 1998.  He joined Ashland Inc. as a process
engineer in 1967.

Mr. Gilliam has also served as a director on the boards of
American Petroleum Institute, Colonial Pipeline, and as chairman
for the National Petrochemical and Refiners Association and Owner
Representative Board of LOOP LLC.  He is a non-executive chairman
of NTR Acquisition Company LLC, and serves on the board of
convenience and fuel store chain Super Quik.

"It has been a pleasure to serve on the VeraSun Board as we have
transformed the company from one operating plant in 2005 into one
of the industry leaders," Mr. Gilliam said.  "I am optimistic
about the outlook for both VeraSun and the ethanol industry in the
coming years as we continue to add value to the petroleum market
and volume to the domestic fuel supply."

Mr. Gilliam received his undergraduate degree from the University
of Kentucky and is a graduate of Harvard University's Advanced
Management Program.  He is a 2003 inductee into the University Of
Kentucky Engineering Hall Of Distinction.

                About VeraSun Energy Corporation
    
Headquartered in Brookings, South Dakota, VeraSun Energy
Corporation (NYSE: VSE) -- http://www.verasun.com/and     
http://www.VE85.com/-- is a producer of renewable fuel.  The     
company has three operating ethanol production facilities located
in Aurora, South Dakota, Fort Dodge and Charles City, Iowa.  The
company markets E85, a blend of 85% ethanol and 15% gasoline for
use in Flexible Fuel Vehicles, directly to fuel retailers under
the brand VE85(TM).  VE85(TM) is available at more than 90 retail
locations.

                          *     *     *

Moody's Investor Service placed VeraSun Energy Corporation's long
term corporate family and probability of default ratings at 'B2'
in September 2006.  The ratings still hold to date with a stable
outlook.


VISAGE CDO: Fitch Cuts and Withdraws Ratings on Three Note Classes
------------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn its ratings on three
classes of notes issued by Visage CDO I, Ltd.  All the classes on
Rating Watch Negative are removed.  These rating actions are
effective immediately:

  -- $56,000,000 Class A to 'C/DR6' from 'CCC;
  -- $40,000,000 Class B to 'C/DR6' from 'CC;
  -- $20,000,000 Class C to 'C/DR6' from 'CC'.

Visage I is a managed hybrid collateralized debt obligation that
closed on July 28, 2006 and references a portfolio of mezzanine
and high-grade asset-backed securities CDO tranches and commercial
real estate CDO tranches, with both funded and unfunded
liabilities.  The portfolio is managed by TCW Investment
Management Company.  Visage I and has entered into a total return
swap with Credit Suisse International, the TRS counterparty,
wherein CSI makes total return payments to Visage I in exchange
for credit protection on the reference portfolio.

These rating actions reflect an Event of Default under Condition
11 of the Notes on March 3, 2008 and proposed collateral
enforcement in accordance with Condition 12 of the Notes, as
requested by the TRS Counterparty in its capacity as the
Controlling Class on March 6, 2008.  The EOD was declared because
the Class A Par Value Ratio was less than 100%.  As of the May 8th
post-enforcement distribution, all proceeds have been realized and
distributed.  No principal or interest due and payable on the
rated notes were paid as of the final distribution.


VISTA MATERIALS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Vista Materials Limited Liability Company
        4729 East Sunrise Drive #256
        Tucson, AZ 85718

Bankruptcy Case No.: 08-07856

Related Information: Michael G. Combs, manager, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: June 27, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  (ericssparks@hotmail.com)
                  Eric Slocum Sparks PC
                  110 South Church Avenue #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets: $100,000 to $500,000

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

The Debtor did not file a list of unsecured creditors.


WALDEN RESERVE: Wants to Employ Evans & Mullinix as Counsel
-----------------------------------------------------------
Walden Reserve, LLC asks the U.S. Bankruptcy Court for the
District of Kansas for authority to employ Evans & Mullinix, P.A.
as its bankruptcy counsel.  In addition, the Debtor requests that,
subject to certain conditions:

  a.  to the extent counsel desires to receive monthly payment of
      compensation and reimbursemnent of expenses, counsel may
      receive payment of 80 percent of billed fees and 100 percent
      of incurred expenses;

  b.  twenty percent of monthly billed fees shall be held back by
      the Debtor and may be paid upon approval of the Court of an
      interim or final fee application by counsel.

Colin N. Gothan, Esq., Joanne B. Stutz, Esq., Richard C. Wallace,
Esq., Thomas M. Mullinix, Esq., all of the firm of Evans &
Mullinix, P.A., assure the Court that the firm does not hold or
represent any interest adverse to the Debtor or its estate and the
the firm is a "disinterested person" as that term is defined in
Sec.  101(14) of the bankruptcy code.

As compensation for their services, the firm's professionals will
bill at these rates:

     Thomas M. Mullinix, Esq.     $300
     Richard C. Wallace, Esq.     $300
     Joanne B. Stutz, Esq.        $300
     Colin N. Gotham, Esq.        $200
     Paralegals                    $75      

The firm has received a $25,000 retainer less the filing fee of
$1,039.  Additionally, on May 28, 2008, the Debtor paid the firm
$5,000 for services rendered in preparing for the Chapter 11
filing, including but not limited to preparation of the bankruptcy
petition, schedules and othr documents required to be filed in the
Debtor's bankruptcy case.

                       About Walden Reserve

Based in Overland Park, Kan., Walden Reserve, LLC owns and manages
residential real estate.  The Debtor filed for Chapter 11
protection on May 28, 2008 (D. Kan. 08-21230).  When the Debtor
filed for bankruptcy, it listed total assets of $14,637,288 and
total debts of $7,085,320.


WELLMAN INC: Wants to Expand Ernst & Young's Scope of Services
--------------------------------------------------------------
Wellman Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a
supplemental application seeking to expand the scope of services
of Ernst & Young LLP.

The firm delivers auditing and tax services in Chapter 11 cases.  
Ernst & Young is also familiar with the Debtors' business affairs    
as a result of its previous employment with the Debtors.

The Debtors want the firm to audit the financial statements and
supplemental schedules for Wellman, Inc.'s retirement plan as
well as the financial statements of GuardWell Insurance Company,
a subsidiary.

In return for the additional services, Ernst & Young will be paid:

            Professionals            Hourly Rate
            -------------            -----------
            Executive Director/      $650 - $870
            Principal/Partner

            Senior Managers          $540 - $720

            Managers                 $410 - $550
     
            Seniors                  $330 - $450
     
            Staff                    $190 - $250

The firm will also be reimbursed for expenses it may incur in
rendering those services.

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


AMR CORP: To Cut 6,840 Jobs, Write Down $1.2BB Impairment Charge
----------------------------------------------------------------
AMR Corp., the parent company of American Airlines, Inc.,
estimates that it will reduce its workforce commensurate with the
previously announced system-wide capacity reductions by December
2008, according to a U.S. Securities and Exchange Commission
filing.  As a result of this reduction in workforce, the company
will record a charge of approximately $75 to $100 million for
severance related costs, a portion of which may be recorded in the
third quarter.  All severance related costs represent cash outlays
and will be incurred over a period of up to twelve months.

Bloomberg News' Mary Schlangenstein writes that AMR is likely to
displace 6,840 employees or 8% of its total workforce in the
fourth quarter, the highest number of layoffs among U.S. carriers
who have announced job cuts this year.

As disclosed in the Troubled Company Reporter on May 22, 2008, AMR
Corp. reported significant reductions to its 2008 domestic flight
schedule, including a fourth quarter mainline domestic capacity
reduction of 11% to 12% from the previous year.  It also outlined
plans to retire at least 75 mainline and regional aircraft and
unveiled several revenue growth initiatives, as the company
responds to record fuel prices, growing concerns about the economy
and a difficult competitive environment.

Further, on June 18, 2008, the company announced, in regulatory
filing, that in connection with these capacity reductions, AMR
Corp. anticipated that it would record non-cash accounting
charges, including aircraft impairments, certain related long-
lived assets, and other disposal and associated costs.

In conjunction with the capacity reductions, the company concluded
that the carrying values of its McDonnell Douglas MD-80 and the
Embraer RJ-135 aircraft fleets are no longer recoverable.  
Consequently, during the second quarter of 2008, the company will
record a non-cash impairment charge of approximately $1.1 to $1.2
billion to write these and certain related long-lived assets down
to their estimated fair value.  No portion of the impairment
charge will result in future cash expenditures.

The company expects to record other accounting charges relating to
the capacity reductions, such as  other disposal costs and other
associated costs, but cannot at this time reasonably estimate the
amount and timing of these charges or the portion, if any, of
these charges that would result in future cash expenditures.

The Troubled Company Reporter related on July 1, 2008, that the
pilots of American Eagle Airlines Inc., a wholly owned subsidiary
of AMR, represented by the Air Line Pilots Association, Int'l,
have reached an agreement with American Eagle management to
preserve pilot jobs and reduce pilot furloughs.  These include
voluntary leaves of absences and part-time flying.

                         About AMR Corp.

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.  S&P also lowered its short-term rating
on AMR to 'B-3' from 'B-2' and affirmed all other ratings on AMR
and American.

                 Likely Bankruptcy Filing This Year

As reported in the Troubled Company Reporter on June 5, 2008,
AMR Corp., parent of American Airlines, is considered a possible
chapter 11 candidate and could tumble over into chapter 11
bankruptcy this year, Stockhouse.com said, citing record prices in
oil.

AMR has said report of possible bankruptcy filing is unfounded.

Stockhouse.com noted that although AMR is the world's largest
airline, it is now a small cap stock, with a market value of only
$1.8 billion.  The report also notes that AMR has $9.3 billion in
debt and may not have the money to cover its debt service as the
year passes.

The TCR said on May 26, 2008, Jamie Baker, an analyst at J.P.
Morgan, 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.

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.

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.


WRK IDAHO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: WRK Idaho Holdings, LLC
        47360 Sandia Creek Dr., Bld. B
        Temecula, CA 92590

Bankruptcy Case No.: 08-17843

Type of Business: The Debtor is engaged in real estate investment
                  and development.

Chapter 11 Petition Date: June 27, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Dennis Winters, Esq.
                  Email: winterslawfirm@cs.com
                  1820 E. 17th St.
                  Santa Ana, CA 92705
                  Tel: (714) 836-1381

Total Assets: $2,835,000

Total Debts:  $1,561,544

The Debtor does not have any creditors who are not insiders.


ZIM CORP: Grant Thornton Expresses Going Concern Doubt
------------------------------------------------------
Raymond Chabot Grant Thornton LLP raised substantial doubt on the
ability of ZIM Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.  

The auditor disclosed that the company has an accumulated deficit
of $21,455,824 and generated negative cash flows from operations
of $315,458 during the year ended March 31, 2008. The company also
has generated negative cash flows from operations during four of
the previous five years.

The company posted a net income of $82,536 on total revenues of
$2,068,065 for the year ended March 31, 2008, as compared with a
net loss of $1,936,187 on total revenues of $2,195,184 in the
prior year.

At March 31, 2008, the company's balance sheet showed $1,159,150
in total assets, $563,932 in total liabilities and $595,218 in
total stockholders' equity.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2eda

                          About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTC BB: ZIMCF) --
http://www.zim.biz/-- is a mobile content, Enterprise Database  
Software and Internet TV service provider.  Through its global
infrastructure, ZIM provides publishing and licensing services for
market-leading mobile content and for Internet TV broadcasting.


* S&P Downgrades Ratings on 101 Classes of Various Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 101
classes from 16 Residential Asset Securitization Trust
transactions, eight Impac CMB Trust transactions, and Terwin
Mortgage Trust Series TMTS 2005-18ALT.  At the same time, S&P
lowered the rating on one class from Terwin Mortgage Trust Series
TMTS 2005-18ALT and removed it from CreditWatch with negative
implications.  S&P also affirmed one rating from Terwin Mortgage
Trust Series TMTS 2005-18ALT and removed it from CreditWatch with
negative implications.  Additionally, S&P affirmed its ratings
on the other 282 classes from the same set of transactions.
     
The lowered ratings reflect our opinion that, given the loans in
the deals' delinquency pipelines, projected credit support for the
affected classes is insufficient to support the ratings at their
previous levels.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends, changes, if any, in risk
characteristics, servicing, and the ability to withstand
additional credit deterioration.  S&P reviewed these delinquency
trends, along with loan-level risk characteristics and continuing
deterioration in the macroeconomic outlook, to project lifetime
losses for these transactions.  During this process, we employed
the surveillance assumptions announced on Jan. 15, 2008, and
described in "U.S. RMBS Surveillance, CDO Of ABS Assumptions
Revised Amid Defaults, Negative Housing Outlook," published on
RatingsDirect.  S&P believe its consideration of expected lifetime
losses has become appropriate as the depth and duration of the
housing downturn continues to increase.
     
As of the May 25, 2008, distribution date, severe delinquencies
for Residential Asset Securitization Trust transactions ranged
between 1.68% and 5.83%.  During the May 2008 remittance period,
cumulative realized losses for these transactions ranged from
0.00% to 0.29%.  Similarly, severe delinquencies for transactions
issued by Impac CMB Trust were between 13.1% and 34.3% of the
current pool balances and cumulative realized losses ranged from
0.46% to 1.84% of the original pool balances.
     
Losses experienced by Terwin Mortgage Trust Series TMTS 2005-18ALT
over the past three months have intensified.  The average loss
over the past three months was approximately $1.61 million per
month, a 2.7x increase from a 12-month average of $0.59 million
per month.  Severe delinquencies over the same period increased to
19% from approximately 11% of the current pool balance.  
Consequently, S&P lowered its rating on class A-4, the senior
support class, to 'A-' from 'AAA'.  Over the past two distribution
periods, classes, B-1, B-2, and B-3 have experienced write-downs.
Consequently, S&P lowered its ratings on these classes to 'D'.
     
Subordination is the primary source of credit support for the
Residential Asset Securitization Trust transactions and Terwin
Mortgage Trust Series TMTS 2005-18ALT.  The underlying collateral
for these transactions consists of fixed-rate U.S. Alternative-A
mortgage loans that are secured by first liens on one- to four-
family residential properties.  In addition to subordination, a
few of the Impac transactions also benefit from
overcollateralization and excess spread.  The underlying
collateral for all of the transactions included in this press
release consists of adjustable-rate U.S. Alt-A mortgage loans that
are secured by first liens on one- to four-family residential
properties.
     
        Rating Lowered and Removed from Creditwatch Negative

                      Terwin Mortgage Trust

                                                 Rating
                                                 ------
  Transaction         Class      CUSIP         To      From
  -----------         -----      -----         --       ----
  2005-18ALT          A-4        881561F41     A-   AAA/Watch Neg

       Rating Affirmed and Removed from Creditwatch Negative

                     Terwin Mortgage Trust

                                                 Rating
                                                 ------
  Transaction         Class      CUSIP         To      From
  -----------         -----      -----         --      ----
  2005-18ALT          P-X        881561H64     AAA  AAA/Watch Neg

                          Ratings Lowered

                         Impac CMB Trust
                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To           From
  -----------         -----      -----         --           ----
  2005-1              M-4        45254NMU8     BBB          A+
  2005-1              M-5        45254NMV6     B            A
  2005-1              M-6        45254NMW4     CCC          A-
  2005-1              B          45254NMX2     CC           BBB+
  2005-2              1-M-4      45254NNE3     BBB          A+
  2005-2              1-M-5      45254NNF0     CCC          A
  2005-2              1-M-6      45254NNG8     CCC          A
  2005-2              1-B        45254NNH6     CC           BBB+
  2005-3              M-4        45254NNW3     BBB          A+
  2005-3              M-5        45254NNX1     B            A
  2005-3              M-6        45254NNY9     CCC          A-
  2005-3              B          45254NNZ6     CC           BBB+
  2005-4              1-M-4      45254NPK7     BBB          A+
  2005-4              1-M-5      45254NPL5     B            A
  2005-4              1-M-6      45254NPM3     CCC          A-
  2005-4              1-B-1      45254NPQ4     CC           BBB
  2005-4              1-B-2      45254NPR2     CC           BBB-
  2005-6              1-M-3      45254NQM2     B            A+
  2005-6              1-M-4      45254NQN0     CCC          A
  2005-6              1-M-5      45254NQP5     CCC          A-
  2005-6              1-B-1      45254NQH3     CCC          BBB+
  2005-6              1-B-2      45254NQJ9     CC           BBB
  2005-8              1-M-5      45254NRP4     B            A
  2005-8              1-M-6      45254NRQ2     CCC          A-
  2005-8              1-M-7      45254NRR0     CC           BB+
  2005-8              1-B        45254NRS8     CC           B

                     Impac Secured Assets Corp.
                                                    Rating
                                                    ------
  Transaction         Class      CUSIP         To           From
  -----------         -----      -----         --           ----
  2005-1              B-1        45254TSD7     A            AA
  2005-1              B-2        45254TSE5     B            A
  2005-1              B-3        45254TSF2     CCC          BBB
  2005-1              B-4        45254TSG0     CC           B
  2005-1              B-5        45254TSH8     D            CCC
  2005-2              M-1        45254TST2     BBB          AA+
  2005-2              M-2        45254TSU9     BB           AA
  2005-2              M-3        45254TSV7     B            AA-
  2005-2              M-4        45254TSW5     B-           A+
  2005-2              M-5        45254TSX3     CCC          A
  2005-2              M-6        45254TSY1     CCC          A-
  2005-2              M-7        45254TSZ8     CC           BBB+
  2005-2              M-8        45254TTA2     CC           BB+
  2005-2              B          45254TTE4     CC           B

               Residential Asset Securitization Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To           From
  -----------         -----      -----         --           ----
  2005-B              B-4        45660LDZ9     CCC          BB
  2005-B              B-5        45660LEA3     CC           B
  2005-A1             B-4        45660LFE4     B            BB
  2005-A1             B-5        45660LFF1     CCC          B
  2005-D              B-4        45660LHN2     CCC          BB
  2005-D              B-5        45660LHP7     CC           B
  2005-C              B-4        45660LJB6     CCC          BB
  2005-C              B-5        45660LJC4     CC           B
  2005-E              B-3        45660LKL2     BB           BBB
  2005-E              B-4        45660LKN8     CCC          BB
  2005-E              B-5        45660LKP3     CC           B
  2005-F              B-4        45660LPT0     CCC          BB
  2005-F              B-5        45660LPU7     CCC          B
  2005-G              B-4        45660LPY9     B            BB
  2005-G              B-5        45660LPZ6     CCC          B
  2005-H              B-3        45660LTH2     BB           BBB
  2005-H              B-4        45660LTK5     CCC          BB
  2005-H              B-5        45660LTL3     CC           B
  2005-I              B-4        45660LUA5     CCC          BB
  2005-I              B-5        45660LUB3     CC           B
  2005-J              B-4        45660LXX2     CCC          BB
  2005-J              B-5        45660LXY0     CC           B
  2005-L              B-3        45660LM97     A-           A+
  2005-L              B-4        45660LM30     BB           A
  2005-L              B-5        45660LM48     B            BBB+
  2005-L              B-6        45660LM55     CCC          BBB
  2005-L              B-7        45660LN21     CCC          B
  2005-L              B-8        45660LN39     CC           CCC
  2005-M              B-2        45660LE88     BBB          A
  2005-M              B-3        45660LE96     B            BBB
  2005-M              B-4        45660LH36     CCC          B
  2005-M              B-5        45660LH44     CC           CCC
  2005-K              B-4        45660LB99     BBB          A-
  2005-K              B-5        45660LC23     BB           BBB
  2005-K              B-6        45660LC31     B            BBB-
  2005-K              B-7        45660LC56     CCC          BB
  2005-K              B-8        45660LC64     CCC          BB
  2005-K              B-9        45660LC72     CC           B
  2005-N              B-2        45660LU31     BBB          A
  2005-N              B-3        45660LU49     BB           BBB
  2005-N              B-4        45660LU64     B            BB
  2005-N              B-5        45660LU72     CCC          B
  2005-O              B-2        45660L4Q9     B            A
  2005-O              B-3        45660L4R7     CCC          BB
  2005-O              B-4        45660L4T3     CCC          B
  2005-O              B-5        45660L4U0     D            CCC
  2005-P              B-2        45660L3A5     BB           A
  2005-P              B-3        45660L3B3     B            BBB
  2005-P              B-4        45660L3D9     CCC          BB
  2005-P              B-5        45660L3E7     CC           B

                        Terwin Mortgage Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To           From
  -----------         -----      -----         --           ----
  2005-18ALT          M-1        881561F58     BB           BBB+
  2005-18ALT          M-2        881561F66     B            BB
  2005-18ALT          M-3        881561F74     CCC          BB-
  2005-18ALT          M-4        881561F82     CCC          B+
  2005-18ALT          M-5        881561F90     CCC          B
  2005-18ALT          M-6        881561G24     CC           B-
  2005-18ALT          M-X        881561H23     CC           B-
  2005-18ALT          B-1        881561G32     D            CCC
  2005-18ALT          B-2        881561G40     D            CCC
  2005-18ALT          B-X        881561H49     D            CCC
  2005-18ALT          B-3        881561G57     D            CCC


                          Ratings Affirmed

                          Impac CMB Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-1              1-A-1      45254NML8     AAA
        2005-1              1-A-2      45254NMM6     AAA
        2005-1              2-A-1      45254NMN4     AAA
        2005-1              2-A-2      45254NMP9     AAA
        2005-1              M-1        45254NMR5     AA+
        2005-1              M-2        45254NMS3     AA
        2005-1              M-3        45254NMT1     AA-
        2005-2              1-A-1      45254NMY0     AAA
        2005-2              1-A-2      45254NMZ7     AAA
        2005-2              1-M-1      45254NNB9     AA+
        2005-2              1-M-2      45254NNC7     AA
        2005-2              1-M-3      45254NND5     AA-
        2005-2              2-A-1      45254NNJ2     AAA
        2005-3              A-1        45254NNP8     AAA
        2005-3              A-2        45254NNQ6     AAA
        2005-3              A-3        45254NNR4     AAA
        2005-3              M-1        45254NNT0     AA+
        2005-3              M-2        45254NNU7     AA
        2005-3              M-3        45254NNV5     AA-
        2005-4              1-A-1A     45254NPA9     AAA
        2005-4              1-A-1B     45254NPB7     AAA
        2005-4              1-A-2      45254NPC5     AAA
        2005-4              1-M-1      45254NPG6     AA+
        2005-4              1-M-2      45254NPH4     AA
        2005-4              1-M-3      45254NPJ0     AA-
        2005-4              2-A-1      45254NPE1     AAA
        2005-6              1-A-1      45254NQG5     AAA
        2005-6              1-A-2      45254NQW0     AAA
        2005-6              1-M-1      45254NQK6     AA
        2005-6              1-M-2      45254NQL4     AA-
        2005-6              2-A-1      45254NQQ3     AAA
        2005-8              1-A        45254NRG4     AAA
        2005-8              1-AM       45254NRH2     AAA
        2005-8              1-M-1      45254NRK5     AA+
        2005-8              1-M-2      45254NRL3     AA
        2005-8              1-M-3      45254NRM1     AA-
        2005-8              1-M-4      45254NRN9     A+
        2005-8              2-A        45254NRT6     AAA

                    Impac Secured Assets Corp.

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-1              1-A-1      45254TRN6     AAA
        2005-1              I-A-X      45254TSK1     AAA
        2005-1              2-A        45254TRP1     AAA
        2005-1              3-A-1      45254TRQ9     AAA
        2005-1              3-A-X      45254TSL9     AAA
        2005-1              4-A        45254TRR7     AAA
        2005-1              5-A-1      45254TRS5     AAA
        2005-1              5-A-3      45254TRU0     AAA
        2005-1              5-A-4      45254TRV8     AAA
        2005-1              5-A-5      45254TRW6     AAA
        2005-1              5-A-6      45254TRX4     AAA
        2005-1              5-A-7      45254TRY2     AAA
        2005-1              5-A-X      45254TRZ9     AAA
        2005-2              A-1        45254TSM7     AAA
        2005-2              A-1M       45254TSN5     AAA
        2005-2              A-1W       45254TTF1     AAA
        2005-2              A-2B       45254TSQ8     AAA
        2005-2              A-2C       45254TSR6     AAA
        2005-2              A-2D       45254TSS4     AAA

             Residential Asset Securitization Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-B              A-1        45660LDR7     AAA
        2005-B              A-2        45660LDS5     AAA
        2005-B              A-3        45660LDX4     AAA
        2005-B              A-4        45660LDY2     AAA
        2005-B              PO         45660LED7     AAA
        2005-B              A-X        45660LEC9     AAA
        2005-B              A-R        45660LDT3     AAA
        2005-B              B-1        45660LDU0     AA
        2005-B              B-2        45660LDV8     A
        2005-B              B-3        45660LDW6     BBB
        2005-A1             A-1        45660LEU9     AAA
        2005-A1             A-2        45660LEV7     AAA
        2005-A1             A-3        45660LEW5     AAA
        2005-A1             P-O        45660LEX3     AAA
        2005-A1             A-R        45660LEZ8     AAA
        2005-A1             A-X        45660LEY1     AAA
        2005-A1             B-1        45660LFA2     AA
        2005-A1             B-2        45660LFB0     A
        2005-A1             B-3        45660LFC8     BBB
        2005-D              A-1        45660LHD4     AAA
        2005-D              A-2        45660LHE2     AAA
        2005-D              PO         45660LHF9     AAA
        2005-D              A-X        45660LHG7     AAA
        2005-D              A-R        45660LHH5     AAA
        2005-D              B-1        45660LHJ1     AA
        2005-D              B-2        45660LHK8     A
        2005-D              B-3        45660LHL6     BBB
        2005-C              A-1        45660LHR3     AAA
        2005-C              A-2        45660LHS1     AAA
        2005-C              A-3        45660LHT9     AAA
        2005-C              A-4        45660LJG5     AAA
        2005-C              PO         45660LHU6     AAA
        2005-C              A-X        45660LHV4     AAA
        2005-C              A-R        45660LHW2     AAA
        2005-C              B-1        45660LHX0     AA
        2005-C              B-2        45660LHY8     A
        2005-C              B-3        45660LHZ5     BBB
        2005-E              A-1        45660LJX8     AAA
        2005-E              A-2        45660LJY6     AAA
        2005-E              A-3        45660LJZ3     AAA
        2005-E              A-4        45660LKA6     AAA
        2005-E              A-5        45660LKB4     AAA
        2005-E              A-6        45660LKC2     AAA
        2005-E              A-7        45660LKD0     AAA
        2005-E              A-8        45660LKE8     AAA
        2005-E              A-9        45660LKR9     AAA
        2005-E              A-10       45660LKS7     AAA
        2005-E              A-11       45660LKT5     AAA
        2005-E              A-12       45660LKU2     AAA
        2005-E              A-13       45660LKV0     AAA
        2005-E              PO         45660LKF5     AAA
        2005-E              A-X        45660LKG3     AAA
        2005-E              A-R        45660LKH1     AAA
        2005-E              B-1        45660LKJ7     AA
        2005-E              B-2        45660LKK4     A
        2005-F              A-1        45660LPB9     AAA
        2005-F              A-2        45660LPC7     AAA
        2005-F              A-3        45660LPD5     AAA
        2005-F              A-4        45660LPE3     AAA
        2005-F              A-5        45660LPF0     AAA
        2005-F              A-6        45660LPG8     AAA
        2005-F              A-7        45660LPH6     AAA
        2005-F              A-8        45660LPJ2     AAA
        2005-F              A-9        45660LPK9     AAA
        2005-F              PO         45660LPL7     AAA
        2005-F              A-X        45660LPM5     AAA
        2005-F              A-R        45660LPN3     AAA
        2005-F              B-1        45660LPP8     AA
        2005-F              B-2        45660LPQ6     A
        2005-F              B-3        45660LPR4     BBB
        2005-G              A-1        45660LNN5     AAA
        2005-G              A-2        45660LNP0     AAA
        2005-G              A-3        45660LNQ8     AAA
        2005-G              A-4        45660LNR6     AAA
        2005-G              A-5        45660LNS4     AAA
        2005-G              A-6        45660LNT2     AAA
        2005-G              A-7        45660LNU9     AAA
        2005-G              PO         45660LNV7     AAA
        2005-G              A-X        45660LNW5     AAA
        2005-G              A-R        45660LNX3     AAA
        2005-G              B-1        45660LNY1     AA
        2005-G              B-2        45660LNZ8     A
        2005-G              B-3        45660LPA1     BBB
        2005-H              A-1        45660LSP5     AAA
        2005-H              A-2        45660LSQ3     AAA
        2005-H              A-3        45660LSR1     AAA
        2005-H              A-4        45660LSS9     AAA
        2005-H              A-5        45660LST7     AAA
        2005-H              A-6        45660LSU4     AAA
        2005-H              A-7        45660LSV2     AAA
        2005-H              A-8        45660LSW0     AAA
        2005-H              A-9        45660LSX8     AAA
        2005-H              A-10       45660LSY6     AAA
        2005-H              A-11       45660LSZ3     AAA
        2005-H              A-12       45660LTA7     AAA
        2005-H              A-13       45660LTB5     AAA
        2005-H              A-PO       45660LTC3     AAA
        2005-H              A-X        45660LTD1     AAA
        2005-H              A-R        45660LTE9     AAA
        2005-H              B-1        45660LTF6     AA
        2005-H              B-2        45660LTG4     A
        2005-I              A-1        45660LTN9     AAA
        2005-I              A-2        45660LTP4     AAA
        2005-I              A-3        45660LTQ2     AAA
        2005-I              A-4        45660LTR0     AAA
        2005-I              A-5        45660LTS8     AAA
        2005-I              PO         45660LTT6     AAA
        2005-I              A-X        45660LTU3     AAA
        2005-I              A-R        45660LTV1     AAA
        2005-I              B-1        45660LTW9     AA
        2005-I              B-2        45660LTX7     A
        2005-I              B-3        45660LTY5     BBB
        2005-J              A-1        45660LXK0     AAA
        2005-J              A-2        45660LXL8     AAA
        2005-J              A-3        45660LXM6     AAA
        2005-J              A-4        45660LXN4     AAA
        2005-J              A-5        45660LXP9     AAA
        2005-J              PO         45660LXQ7     AAA
        2005-J              A-X        45660LXR5     AAA
        2005-J              A-R        45660LXS3     AAA
        2005-J              B-1        45660LXT1     AA
        2005-J              B-2        45660LXU8     A
        2005-J              B-3        45660LXV6     BBB
        2005-L              A-1        45660LK24     AAA
        2005-L              A-2        45660LK32     AAA
        2005-L              A-3        45660LK40     AAA
        2005-L              A-4        45660LK57     AAA
        2005-L              A-5        45660LK65     AAA
        2005-L              A-6        45660LK73     AAA
        2005-L              A-7        45660LK81     AAA
        2005-L              A-8        45660LK99     AAA
        2005-L              A-9        45660LL23     AAA
        2005-L              A-10       45660LL31     AAA
        2005-L              A-11       45660LL49     AAA
        2005-L              A-12       45660LL56     AAA
        2005-L              PO         45660LL64     AAA
        2005-L              A-X        45660LL72     AAA
        2005-L              A-R        45660LL80     AAA
        2005-L              B-1        45660LL98     AA+
        2005-L              B-2        45660LM22     AA
        2005-M              1-A-1      45660LC98     AAA
        2005-M              1-A-2      45660LD22     AAA
        2005-M              1-A-3      45660LD30     AAA
        2005-M              1-A-4      45660LD48     AAA
        2005-M              1-A-5      45660LD55     AAA
        2005-M              1-A-6      45660LD63     AAA
        2005-M              1-A-7      45660LD71     AAA
        2005-M              1-A-8      45660LD89     AAA
        2005-M              2-A-1      45660LD97     AAA
        2005-M              2-A-2      45660LE21     AAA
        2005-M              PO         45660LE39     AAA
        2005-M              A-X        45660LE47     AAA
        2005-M              A-R        45660LE62     AAA
        2005-M              B-1        45660LE70     AA
        2005-K              1-A-1      45660LZW2     AAA
        2005-K              1-A-2      45660LZX0     AAA
        2005-K              1-A-3      45660LZY8     AAA
        2005-K              1-A-4      45660LZZ5     AAA
        2005-K              1-A-5      45660LA25     AAA
        2005-K              1-A-6      45660LA33     AAA
        2005-K              2-A-1      45660LA41     AAA
        2005-K              2-A-2      45660LA58     AAA
        2005-K              2-A-3      45660LA66     AAA
        2005-K              2-A-4      45660LA74     AAA
        2005-K              2-A-5      45660LA82     AAA
        2005-K              PO         45660LA90     AAA
        2005-K              1-A-X      45660LB24     AAA
        2005-K              2-A-X      45660LB32     AAA
        2005-K              A-R        45660LB40     AAA
        2005-K              B-1        45660LB57     AA
        2005-K              B-2        45660LB65     AA-
        2005-K              B-3        45660LB73     A
        2005-N              A-1        45660LS83     AAA
        2005-N              A-2        45660LS91     AAA
        2005-N              A-3        45660LT25     AAA
        2005-N              A-4        45660LT33     AAA
        2005-N              A-5        45660LT41     AAA
        2005-N              A-6        45660LT58     AAA
        2005-N              A-7        45660LT66     AAA
        2005-N              PO         45660LT74     AAA
        2005-N              A-X        45660LT82     AAA
        2005-N              A-R        45660LT90     AAA
        2005-N              B-1        45660LU23     AA
        2005-O              1-A-1      45660L3G2     AAA
        2005-O              1-A-2      45660L3H0     AAA
        2005-O              1-A-3      45660L3J6     AAA
        2005-O              1-A-4      45660L3K3     AAA
        2005-O              1-A-5      45660L3L1     AAA
        2005-O              1-A-6      45660L3M9     AAA
        2005-O              1-A-7      45660L3N7     AAA
        2005-O              1-A-8      45660L3P2     AAA
        2005-O              1-A-9      45660L3Q0     AAA
        2005-O              2-A-1      45660L3R8     AAA
        2005-O              2-A-2      45660L3S6     AAA
        2005-O              2-A-3      45660L3T4     AAA
        2005-O              2-A-4      45660L3U1     AAA
        2005-O              2-A-5      45660L3V9     AAA
        2005-O              2-A-6      45660L3W7     AAA
        2005-O              2-A-7      45660L3X5     AAA
        2005-O              2-A-8      45660L3Y3     AAA
        2005-O              2-A-9      45660L3Z0     AAA
        2005-O              2-A-10     45660L4A4     AAA
        2005-O              2-A-11     45660L4B2     AAA
        2005-O              2-A-12     45660L4C0     AAA
        2005-O              2-A-13     45660L4D8     AAA
        2005-O              3-A-1      45660L4E6     AAA
        2005-O              4-A-1      45660L4F3     AAA
        2005-O              5-A-1      45660L4G1     AAA
        2005-O              5-A-2      45660L4H9     AAA
        2005-O              5-A-3      45660L4J5     AAA
        2005-O              1-A-X      45660L4K2     AAA
        2005-O              2-A-X      45660L4L0     AAA
        2005-O              PO         45660L4M8     AAA
        2005-O              A-R        45660L4N6     AAA
        2005-O              B-1        45660L4P1     AA
        2005-P              A-1        45660L2T5     AAA
        2005-P              A-2        45660L2U2     AAA
        2005-P              A-3        45660L2V0     AAA
        2005-P              PO         45660L2W8     AAA
        2005-P              A-X        45660L2X6     AAA
        2005-P              A-R        45660L2Y4     AAA
        2005-P              B-1        45660L2Z1     AA

                       Terwin Mortgage Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-18ALT          A-1        881561E91     AAA
        2005-18ALT          A-2        881561F25     AAA
        2005-18ALT          A-3        881561F33     AAA


* S&P Takes Rtng. Actions on Various US Synthetic CDO Transactions  
------------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic collateralized debt obligation
transactions:

     -- S&P lowered its ratings on 97 classes, 18 of which remain
        on CreditWatch with negative implications;

     -- S&P raised its ratings on three classes; and
     -- S&P affirmed its ratings on 19 classes and removed them
        from CreditWatch negative.
     
S&P reviewed the ratings on all of the classes that it had
previously placed on CreditWatch negative to determine the
appropriate rating action.  If the synthetic overcollateralization
ratio was lower than 100% at the current date and at a 90-day-
forward projected date, S&P lowered the rating on the tranche.  If
the SROC ratio was lower than 100% at the current date at the
lower rating level and above 100% at a 90-day-forward projected
date, S&P lowered the rating on the tranche and left it on
CreditWatch negative.  If the SROC ratio was above 100% at the
current rating level, S&P affirmed the rating.


                           Ratings List

                       Arch One Finance Ltd.
                               2005-5

                                       Rating
                                       ------
     Class                    To                  From
     -----                    --                  -----
     ABBA                     AA+                 AAA/Watch Neg

                           Arlo III Ltd.
            ARLO III Limited Series 2005 (Saint James)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  -----
     Notes                    A                   AA/Watch Neg

                            Arlo III Ltd.
             ARLO III Limited Series 2005 (Green Park)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    BBB                 BBB+/Watch Neg

                            Arlo III Ltd.
              ARLO III Limited Series 2005 (Hyde Park)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    BBB                 A/Watch Neg

                            ARLO Ltd.
            Series 2006-B-1 (Prima II-CDO Long/Short)
                         US$ 75,000,000
        Secured Limited Recourse Credit-Linked Notes due 2013

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     B-1                      BBB                 AA/Watch Neg

                           ARLO VI Ltd.
              Series 2006-A-1 (Prima CDO Long/Short)
$20,000,000 Secured Limited Recourse Credit-Linked Notes due 2013

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A-1                      AA                  AAA/Watch Neg

                           ARLO VI Ltd.
               Series 2006-B-1 (Prima-CDO Long/Short)
$15,000,000 Secured Limited Resource Credit-Linked Notes due 2013

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     B-1                      A+/Watch Neg        AAA/Watch Neg

                           ARLO VI Ltd.
              Series 2006-C1 (Prima-CDO Long/Short)
$33,800,000 Secured Limited Resource Credit-Linked Notes due 2013

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     C-1                      BBB+                AA/Watch Neg

                        Aussie I (CDO) Ltd.

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     C                        BBB+                BBB

                          Bluestone Trust

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A+srb               AA-srb/Watch Neg

                     Borealis No. 1 (CDO) Ltd.

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     B AUD Nts                AA                  AA/Watch Neg
     A NZD Nts                AAA                 AAA/Watch Neg
     B USD Nts                AA                  AA/Watch Neg

                            Cloverie PLC
                               2006-10

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    BBB+                AA-/Watch Neg

                             Cloverie PLC
                                2007-11

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     2007-11                  A+                  AA/Watch Neg

                             Cloverie PLC
                                2007-25

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     2007-25                  AA+/Watch Neg       AAA/Watch Neg

                             Cloverie PLC
                                2007-27

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A+                  AA/Watch Neg

                    Corsair (Jersey) No. 4 Ltd.
                                10

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  -----
     Notes                    AA                  AA+/Watch Neg

                    Corsair (Jersey) No. 4 Ltd.
                                 13

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA-/Watch Neg       AA/Watch Neg

                Credit and Repackaged Securities Ltd.
                               2007-18

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    BBB                 BBB+/Watch Neg

                       Credit Default Swap
     Royal Bank of Canada, London Branch - Desjardins
Securite            
               Financiere, Compagnie d'Assurance Vie
                           ASPEN 2006-31

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Tranche                  BBB-srp             AAAsrp/Watch Neg

                            HARBOR SPC
                              2006-1

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     D                        BBB                 BBB+/Watch Neg

                         Infiniti SPC Ltd.
                Infiniti SPC Limited (CPORTS 2006-2)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Class B-1                BB+                 BBB-/Watch Neg
     Class B-2                BB+                 BBB-/Watch Neg

                         Infiniti SPC Ltd.
      Kenmore Street Synthetic CDO 2006-2 Segregated Portfolio

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     7A-2                     AAA                 AAA/Watch Neg
     7EA-2                    AAA                 AAA/Watch Neg

                      Iridal Public Ltd. Co.
                                5

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Cr link Nt               BBB-                BBB-/Watch Neg

                   Lorally CDO Ltd. Series 2006-1
                               2006-1

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  -----
     Tranche B                BBB-                BBB/Watch Neg

                     Momentum CDO (Europe) Ltd.
                                2007-9

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
                              AA+                 AAA/Watch Neg

                      Morgan Stanley ACES SPC
                               2006-35

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     I                        AA                  AA+/Watch Neg

                      Morgan Stanley ACES SPC
                               2006-19

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA                  AA+/Watch Neg

                       Morgan Stanley ACES SPC
                                2006-20

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       AA-                 AA/Watch Neg

                       Morgan Stanley ACES SPC
                                2006-21

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       A-                  A+/Watch Neg
     IIA                      BBB+                A-/Watch Neg

                       Morgan Stanley ACES SPC
                                2006-23

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       AA-                 AA/Watch Neg
     IB                       AA-                 AA/Watch Neg
     IIA                      A-                  A/Watch Neg

                       Morgan Stanley ACES SPC
                                2006-25

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       AA+                 AAA/Watch Neg

                      Morgan Stanley ACES SPC
                               2006-27

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Class A                  A+                  AA-/Watch Neg

                      Morgan Stanley ACES SPC
                               2006-3

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       BBB+                A/Watch Neg
     IB                       BBB+                A/Watch Neg
     IC                       BBB+                A/Watch Neg
     IIA                      BBB+/Watch Neg      A-/Watch Neg
     IIB                      BBB+/Watch Neg      A-/Watch Neg
     IIC                      BBB+/Watch Neg      A-/Watch Neg
     IID                      BBB+/Watch Neg      A-/Watch Neg
     IIE                      BBB+/Watch Neg      A-/Watch Neg
     IIF                      BBB+/Watch Neg      A-/Watch Neg

                     Morgan Stanley ACES SPC
                              2006-4

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       AA                  AA+/Watch Neg

                     Morgan Stanley ACES SPC
                               2006-7

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       A                   BBB+

                      Morgan Stanley ACES SPC
                               2006-37

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     II                       BBB-                BBB/Watch Neg

                      Morgan Stanley ACES SPC
                               2007-13

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IA                       AA-/Watch Neg       AA/Watch Neg
     IIA                      AA-/Watch Neg       AA/Watch Neg
     IIB                      AA-/Watch Neg       AA/Watch Neg
     IIIA                     BBB+                A-/Watch Neg
     IIIB                     BBB+                A-/Watch Neg
     IV                       B+                  BB-/Watch Neg

                      Morgan Stanley ACES SPC
                               2007-2

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     AI                       AA-                 AA/Watch Neg
     AII                      AA-                 AA/Watch Neg
     IA                       A+                  AA-/Watch Neg
     IB                       A+                  AA-/Watch Neg
     IIA                      A-                  A/Watch Neg
     IID                      A-                  A/Watch Neg
     IIB                      A-                  A/Watch Neg
     IIC                      A-                  A/Watch Neg

                  Morgan Stanley Managed ACES SPC
                               2007-17

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IIB                      AAA                 AAA/Watch Neg
     IID                      AAA                 AAA/Watch Neg

                   Morgan Stanley Managed ACES SPC
                             Series 2007-5

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     IIIA                     BBB+                AAA/Watch Neg
     IIIF                     BBB+                AAA/Watch Neg
     IIIH                     BBB+                AAA/Watch Neg
     IIII                     A-/Watch Neg        AAA/Watch Neg
     IIIJ                     BBB+                AAA/Watch Neg

                         PARCS Master Trust
PARCS Master Trust, Class 2006-10 Caribou (Fixed Recovery) Units

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     TrustUnits               AA+                 AA+/Watch Neg

                         PARCS Master Trust
           PARCS Master Trust Class 2007-11 McKinley Units

                                      Rating

                                      ------
     Class                    To                  From
     -----                    --                  ----
     Trust Unit               A+                  AA-/Watch Neg

                         PARCS Master Trust
    PARCS Master Trust, Class 2007-19 Eaglewood Units, due 2014

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     TrustUnits               BBB                 A/Watch Neg

                         PARCS Master Trust
     PARCS Master Trust Class 2007-20 Eaglewood Units, due 2014

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     TrustUnits               BBB-                BBB+/Watch Neg

                        PARCS Master Trust
    PARCS Master Trust, Class 2007-21 Eaglewood Units, due 2014

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     TrustUnits               BBB-                BBB+/Watch Neg

         Portfolio Credit Default Swap (Ref. No. IRP5783424)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Cr Link                  BB+                 BBB-/Watch Neg

                 Primus Managed PRISMs 2004-1 Ltd.

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     B-1L                     BBB/Watch Neg       BBB+/Watch Neg

                        Pyxis Master Trust
       Pyxis Master Trust Class 2007-28 Point Green II Units

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Units                    AA+                 AAA/Watch Neg

              REPACS Trust Series 2006 Mount Ventoux

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Debt Units               BBB                 BBB+/Watch Neg

              REPACS Trust Series 2006-1 Monte Rosa

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A-1                      BBB                 BBB+/Watch Neg
     A-2                      BBB                 BBB+/Watch Neg

                              REVE SPC
                      Dundee 2007-1, Series 45

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A-                  A+/Watch Neg

                       Rutland Rated Investments
           Rutland Rated Investments Delancey 2006-1 (25)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A1-L                     AAA                 AAA/Watch Neg
     B2-L                     BBB                 BBB/Watch Neg

                      Rutland Rated Investments
        Rutland Rated Investments Rumson 2007-1 (Series 38)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A3-L                     AA                  AA/Watch Neg
     A1-L                     AAA                 AAA/Watch Neg

                     Rutland Rated Investments
        Rutland Rated Investments Archer 2007-1 (Series 44)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A1-L                     AAA                 AAA/Watch Neg

                     Rutland Rated Investments
Rutland Rated Investments - Series 48 Tranche A3-L (Archer 2007-1)
            Secured Limited Recourse Credit-Linked Notes

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A3A-L                    AA                  AA/Watch Neg

                     Rutland Rated Investments
  $25 million Sheraton (Series 54) Tranche A1-L Secured Limited
                    Recourse Credit-Linked Notes

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A1-L                     AAA                 AAA/Watch Neg

                     Rutland Rated Investments
           Rutland Rated Investments Delancey 2006-2 (28)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  -----
     A1A-L                    AAA                 AAA/Watch Neg
     A1-L                     AAA                 AAA/Watch Neg

                     Rutland Rated Investments
        Rutland Rated Investments - Series 48 Tranche A3A-F
                       (Archer 2007-1) Secured
                Limited Recourse Credit-Linked Notes

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A3A-F                    AA                  AA/Watch Neg

                     Rutland Rated Investments
        Rutland Rated Investments Bedford 2006-1 (Series 30)

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A2-F                     A-                  A/Watch Neg
     A3-F                     BBB+                A-/Watch Neg
     A3-L                     BBB+                A-/Watch Neg

        Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     A                        A-/Watch Neg        A/Watch Neg
     B-1                      BBB                 BBB+/Watch Neg
     B-2                      BBB                 BBB+/Watch Neg
     C                        BBB-                BBB/Watch Neg

           STEERS Randolph Gate CDO Trust Series 2006-1

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Trust Unit               BB                  BBB-/Watch Neg

                         STRATA 2006-33 Ltd.

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA-                 AA/Watch Neg

                         STRATA 2006-34 Ltd.

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A-                  A/Watch Neg

                    Strata Trust Series 2007-6

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A-/Watch Neg        A/Watch Neg

                    STRATA Trust, Series 2006-14

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA-                 AA/Watch Neg

                   STRATA Trust, Series 2006-16

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A+                  AA/Watch Neg

                   STRATA Trust, Series 2006-17

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A+                  AA/Watch Neg

                    Strata Trust, Series 2007-3

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA-                 AA/Watch Neg

                     Strata Trust, Series 2007-4

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA-                 AA/Watch Neg

                     Strata Trust, Series 2007-5

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA-                 AA/Watch Neg
  
                    Strata Trust, Series 2007-7

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A/Watch Neg         A+/Watch Neg

                      Strata Trust, Series 27

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    A+                  AA-/Watch Neg

    TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                               2007-14

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Certs                    BB                  BBB-/Watch Neg

   Tiers Wolcott Synthetic CDO Floating Rate Credit Linked
Trust         
                            Series 2007-28

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Certificat               A                   AA-/Watch Neg

   Tiers Wolcott Synthetic CDO Floating Rate Credit Linked Trust  
                             Series 2007-29

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Certificat               A/Watch Neg         AA-/Watch Neg

   Tiers Wolcott Synthetic CDO Floating Rate Credit Linked Trust
                             Series 2007-30

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Certificat               BBB+                A/Watch Neg

                       UBS AG (Jersey Branch)
                                3832

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    AA                  AA-

                       UBS AG (Jersey Branch)
                                4012

                                      Rating
                                      ------
     Class                    To                  From
     -----                    --                  ----
     Notes                    BB+                 BBB-/Watch Neg


* S&P Trims Rtngs. on 13 Classes of Notes from Six CDO Transaction
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of notes from six collateralized debt obligation
transactions.  All six transactions are high-grade CDOs of asset-
backed securities collateralized by senior tranches of notes from
subprime residential mortgage-backed securities transactions
and other assets.  Five of the six transactions are hybrid CDO
transactions, and the remaining one is a cash flow CDO.  The
issuance amount of the 13 affected classes is $5.149 billion.
     
The downgrades reflect continuing deterioration in the credit
quality of the RMBS assets within the CDO collateral pools.  
Standard & Poor's noted that it had previously lowered its ratings
on all 13 of the downgraded tranches because of RMBS credit
deterioration.
     
Three tranches from the six affected transactions are insured by
MBIA Insurance Corp. (AA/Watch Neg/--) and have ratings linked to
the rating of MBIA; as such, the ratings assigned to these
tranches are unaffected by the action.


                          Rating Actions

                                             Rating
                                             ------
  Transaction                    Class  To              From
  -----------                    -----  --              ----
Cairn High Grade ABS CDO II Ltd. A-S    CC          B-/Watch Neg
Cairn High Grade ABS CDO II Ltd. A-J    CC          CCC/Watch Neg
Duke Funding High Grade V        A-1    B/Watch Neg BBB-/Watch Neg
Duke Funding High Grade V        A-2 CCC-/Watch Neg BB-/Watch Neg
Duke Funding High Grade V        B      CC          CCC+/Watch Neg
Duke Funding High Grade V        C      CC          CCC-/Watch Neg
McKinley Funding III Ltd.        A-1    CCC-        BBB-/Watch Neg
McKinley Funding III Ltd.        A-2    CC          CCC-/Watch Neg
Wadsworth CDO Ltd.               A-1A BB+/Watch Neg A+/Watch Neg
Wadsworth CDO Ltd.               A-1B BB+/Watch Neg A+/Watch Neg
Wadsworth CDO Ltd.               A-2    CC          B-/Watch Neg
West Trade Funding CDO III Ltd.  A-2    CC          CCC-/Watch Neg
West Trade Funding II CDO Ltd.   A-2    CC          CCC/Watch Neg

        Other Outstanding Ratings (Ratings Linked to MBIA)

          Transaction                       Class  Rating
          -----------                       -----  ------
          Robeco High Grade CDO I Ltd.      A-1    AA/Watch Neg
          West Trade Funding CDO III Ltd.   A-1    AA/Watch Neg
          West Trade Funding II CDO Ltd.    A-1    AA/Watch Neg

                    Other Outstanding Ratings

          Transaction                       Class  Rating
          -----------                       -----  ------
          Cairn High Grade ABS CDO II Ltd.  B      CC
          Cairn High Grade ABS CDO II Ltd.  C      CC
          Cairn High Grade ABS CDO II Ltd.  D      CC
          Duke Funding High Grade V         D      CC
          McKinley Funding III Ltd.         B-1    CC
          McKinley Funding III Ltd.         B-2    CC
          McKinley Funding III Ltd.         C      CC
          Robeco High Grade CDO I Ltd.      A-2    CC
          Robeco High Grade CDO I Ltd.      A-3    CC
          Robeco High Grade CDO I Ltd.      A-4    CC
          Robeco High Grade CDO I Ltd.      B      CC
          Robeco High Grade CDO I Ltd.      C      CC
          Robeco High Grade CDO I Ltd.      D      CC
          Wadsworth CDO Ltd.                B      CC
          Wadsworth CDO Ltd.                C      CC
          Wadsworth CDO Ltd.                D      CC
          Wadsworth CDO Ltd.                S-1A   CC
          West Trade Funding CDO III Ltd.   A-3    CC
          West Trade Funding CDO III Ltd.   A-4    CC
          West Trade Funding CDO III Ltd.   B      CC
          West Trade Funding CDO III Ltd.   C      CC
          West Trade Funding CDO III Ltd.   D      CC
          West Trade Funding II CDO Ltd.    A-3    CC
          West Trade Funding II CDO Ltd.    A-4    CC
          West Trade Funding II CDO Ltd.    B      CC
          West Trade Funding II CDO Ltd.    C      CC
          West Trade Funding II CDO Ltd.    D      CC
          West Trade Funding II CDO Ltd.    E      CC
          West Trade Funding II CDO Ltd.    F      CC


* S&P Says Weak Housing Markets Continued Unabated Though 1Q'08
---------------------------------------------------------------
For U.S. thrifts, fallout from the subprime mortgage credit crisis
and weak housing markets continued unabated through the first
quarter of 2008, according to a report, titled "Mortgage
Credit Losses And Capital Concerns Weigh Heavily On The U.S.
Thrift Sector," published by Standard & Poor's Ratings Services.
     
"The weakness in the residential mortgage markets is proving to be
one of the most severe downcycles ever to occur in the U.S.," said
Standard & Poor's credit analyst Victoria Wagner.  "The frequency
and severity of losses in subprime mortgages and second-lien home
equity lines of credit have reached new peaks."
     
At this point in the cycle, the rise of nonperforming assets and
net losses in prime and Alt-A mortgages show indications that
these loans may also reach peak losses, surpassing those recorded
in the mortgage credit crisis of the early 1990s, the report says.
     
The report notes a difference in the fortunes of West Coast- and
East Coast-based thrifts.  West Coast thrifts in particular saw a
continued increase in residential mortgage losses and
nonperforming assets, which drove this group to record first-
quarter losses.  NPAs climbed higher, even though losses were
lower than those reported for fourth-quarter 2007.   California-
based firms continued to post the largest losses because of their
exposures to first- and second-lien mortgages on properties
located in the nation's weakest housing markets, in California and
Florida.
     
In contrast, East Coast-based thrifts are showing much more
stability in their core earnings performance because their local
housing markets are more stable and their mortgage banking
businesses are more limited.  In the metropolitan New York
multifamily markets especially, loan performance has remained
quite stable.
     
Strong reserve coverage is helping the thrifts face higher net
mortgage losses.  Still, S&P expect further significant earnings
pressure in the second quarter, with additional losses for those
firms with significant mortgage exposure in California and
Florida.


* S&P: Most of Investment-Grade Food Issuers Have Stable Outlooks
-----------------------------------------------------------------
Despite a challenging cost environment, the majority of
investment-grade packaged food and non-alcoholic beverage issuers
have stable outlooks.  This generally reflects the inherent
stability of consumer staple products, including meeting daily
nutritional requirements and relative affordability, strong brand
recognition and the solid cash flow and margins they generate,
according to a recently published Credit FAQ by Standard & Poor's
Ratings Services titled, "Packaged Food And Non-Alcoholic Beverage
Companies Face Higher Commodity Costs."
     
"Given the continued rise in commodity, fuel, and packaging costs,
companies have focused on price increases and cost-reduction
initiatives," said Standard & Poor's credit analyst Alison
Sullivan.  S&P expect the packaged food and non-alcoholic beverage
sectors will continue to face margin pressure for the remainder of
2008 and into 2009.


* Fitch: Working Out REO Assets a Lofty Task for US RMBS Servicers
------------------------------------------------------------------
Unprecedented growth of U.S. real estate-owned property volumes
and the costs needed to maintain these assets are hindering
recoveries and may increase loss severities upon liquidation,
presenting a lofty task ahead for RMBS servicers, according to
Fitch Ratings in a new report.

By the end of last year, REO volumes for non-agency RMBS were up
441% over year-end 2005 levels.  This rapid rise is leading to
escalating loss severities, especially on subprime assets, which
jumped to more than 54% for the 12-month period ended May 2008 and
is likely to increase.  The primary driver of loss continues to be
reduction in home values, followed by the costs associated with
the process of foreclosure/sale of REO and advances, which are
further magnified by the extended timelines, according to Senior
Director Mary Kelsch.

'Foreclosure costs and other carrying costs and expenses
associated with defaulted mortgage loans play a meaningful role in
the determination of expected loss severity,' said Kelsch.  
'Additionally, they affect the analysis conducted to determine the
sustainability of rating levels for existing transactions.'

Fitch has factored this into its rating analysis, with projected
average loss severities in excess of 60% for recent vintage
subprime RMBS.

Various state and local jurisdictions have tried to stem the tide
of rising foreclosures in recent months by proactively passing
laws and becoming more aggressive in enforcing collection of fees
and fines associated with new and/or existing laws.  'As
additional jurisdictions become more involved, servicers should
have in place a process to identify changes in laws and
ordinances, develop procedures to comply with such laws, implement
and maintain controls to ascertain compliance, and ultimately
mitigate losses due to associated fees and fines,' said Kelsch.


* Moody's Says Broad Credit Outlook Remains Negative for U.S. Cos.
------------------------------------------------------------------
Although the second quarter saw a very slight deceleration in the
pace of rating downgrades, the broad credit outlook remains
strongly negative for companies in North America, Moody's
Investors Service in a new report on the global credit climate for
non-financial corporate issuers, said.

Rising commodity prices, particularly oil, became an important
driver for downgrades in the second quarter.  Sharply higher
prices for essentials such as gasoline, food, natural gas, and
electricity are squeezing profit margins for commodity-consuming
companies and curtailing consumer spending on nonessentials,
Moody's said.

"Escalating commodity prices became a more important factor in
negative rating actions in the second quarter and swept up more
sectors, including airlines, autos, restaurants and trucking,"
Daniel Gates, chief credit officer for corporates, said.  "With
weakness in the broad economy and discretionary consumer spending,
more companies are having difficulty raising prices sufficiently
to compensate for the higher cost of oil, agricultural
commodities, steel and industrial metals.  Profit margins will
deteriorate for many companies in the second half of the year."

Along with rising commodity prices, the weaker economy and areas
of softness in discretionary consumer spending were key drivers of
downgrades, Mr. Gates said.

Airlines and trucking companies have joined homebuilders and
restaurants as sectors in which a majority of companies are either
under review for downgrade or have negative rating outlooks.

For non-financial corporate issuers in the US and Canada,
downgrades topped upgrades in the second quarter by nearly three
to one.  An analysis of rating actions shows that downgrades
continue to be concentrated among lower-rated companies, as
eroding liquidity and limited refinancing prospects push weak
companies closer to default, Moody's said.

Overall, more than four times as many speculative-grade issuers
were downgraded as were upgraded in the second quarter.  By
comparison, this ratio was less than two times for investment-
grade issuers, which do not face significant liquidity pressures.

The default rate has more than doubled in the past six months and
is headed much higher according to Moody's.  At least 35 issuers
have defaulted worldwide through late June, all but one of which
were North American companies.  This exceeds Moody's global count
of 19 defaults for the entire year in 2007, and 33 defaults for
all of 2006.

Moody's default rate forecasting model predicts that the trailing
12-month speculative-grade default rate for US companies will
increase from 2.3% in May 2008 to 5.8% at year's end and to about
7.1% a year from now.  

However, there is reason to believe that the year-end model
forecast might be too high by one to two percentage points because
liquidity and light covenants established during the market boom
period will allow many weak speculative-grade issuers to delay
default, Moody's said.

"A large number of very weak companies will eventually default but
defaults may be spread over a longer period than during the last
credit downturn in 2001-2002", Mr. Gates said.


* Moody's Sees Stable Credit for Global Integrated Oil Industry
---------------------------------------------------------------
Credit conditions in the global integrated oil industry will be
stable over the next 12 to 18 months, according to Moody's
Investors Service.

"We do not expect significant credit rating changes in the
integrated oil sector," Tom Coleman, Moody's senior vice
president, said.  "With debt balances at a cyclical low and cash
positions at high levels, most of the companies are already highly
rated."

The stable outlook reflects the rating agency's expectation that
issuers in the sector will continue to generate strong free cash
flow and maintain relatively modest financial leverage, even if
oil and natural gas prices retreat from recent high trading
ranges.

While the industry has a very strong financial profile, the
challenges of replacing reserves, increasing production,
controlling costs and mitigating political risks temper the
outlook, Moody's said.

"Record oil and natural gas prices are driving significant free
cash flow, supporting already low leverage positions and ample
financial flexibility for integrated oil majors," Francois Lauras,
Moody's vice president and senior credit officer, said.  "However,
reserve replacement and production growth are sub-par, reflecting
reserves access issues, under-investment, and a focus on
shareholder returns."

Rising industry costs are a concern, but they are mitigated by
high prices and strong cash returns, and are unlikely to derail
capital spending and major projects, Moody's said.

Due to political difficulties in gaining access to new oil finds,
the technical complexity of reaching some untapped reserves, and
the maturing of existing fields, oil companies are having trouble
replacing their reserves and production levels are flat-to-
declining.

"Governments have restricted access to the most attractive
hydrocarbon resources and the companies must cope with fiscal
terms from production-sharing partners that become less favorable
as prices rise," Mr. Lauras said.

Capital spending by the majors is up, reflecting both new projects
and industry cost inflation.  But with more limited reinvestment
opportunities, companies continue to direct substantial free cash
flow to shareholders through dividends and share repurchases.


* Dykema Expands Practice and Chicago Presence with 53 New Lawyers
------------------------------------------------------------------
Dykema disclosed that 53 lawyers from Schwartz Cooper Chartered
have joined its Chicago office.  The transaction, which takes
effect on July 14, 2008, and includes all seven members of
Schwartz Cooper's executive committee, will give Dykema nearly
130 lawyers in Chicago and more than 450 lawyers and other
professionals nationally.

Strategically, the transaction expands Dykema's Chicago presence
and bolsters the firm's existing practices in banking and lending;
bankruptcy, insolvency and creditors' rights; real estate and real
estate finance; corporate; and litigation.  

The Schwartz Cooper lawyers coming over gain an enhanced platform
to offer their clients expanded capabilities in corporate finance,
securities, litigation, government policy, real estate, tax, and
trade regulation, well as strong vertical industry practices
focused on financial institutions, pharmaceutical and medical
devices, automotive, and energy and electric distribution, among
others.

"The arrival of this talented and respected group provides
tremendous benefits to the clients and lawyers of both firms and
is a significant milestone in our continued growth," said Rex E.
Schlaybaugh, Jr., chairman and chief executive officer of Dykema.
"Adding a group of this size and caliber to our existing platform
creates immediate synergies and growth opportunities that are
consistent with our strategy to expand our presence in Chicago and
nationally."

Robert D. Glick, managing principal of Schwartz Cooper, noted that
while many firms have courted the firm and its lawyers in recent
years, Dykema was the first to present a strategic vision and firm
culture that resembled its own.

"We have been approached a number of times in recent years due to
our solid financial performance and quality lawyers," Mr. Glick
said.  "Dykema provided an excellent fit given its strategy,
professional reputation and commitment to being a leading firm in
the Chicago market.  Plus, its practice areas complement ours in
all the right ways.  At the end of the day, the move made a lot of
sense on many levels."

"Schwartz Cooper has been a prominent institution in the Chicago
legal community for decades and we are thrilled to add such a
highly respected group of lawyers who complement and add depth to
our core practices," Thomas R. Hill, managing member of Dykema's
Chicago office, said.  "Delivering on the goals that were
established when Dykema expanded into Chicago four years ago, we
expect to have between 150 - 200 lawyers in Chicago in the next
two years, and this deal is a significant step in that direction."

Mr. Schlaybaugh noted that Dykema's value and service equation
played a key role in the discussions with the group from Schwartz
Cooper.

"We emphasize a combination of value drivers to ensure that high
levels of service and value are consistently delivered to
clients," Mr. Schlaybaugh said. "The purchasers of legal services
are facing intense pressure to control legal expenditures and are
demanding increased value from their legal services providers.  
Our service model addresses these pressures by providing our
clients with industry-leading quality, unparalleled service and
constructive partnering to achieve our clients' financial
objectives."

                Advancing Dykema's National Strategy

As a premier firm with Midwestern roots and major offices located
in Chicago, Detroit, Dallas, Los Angeles and Washington, D.C.,
Dykema has developed a national footprint focused on serving
Fortune 1000 and middle-market companies.

Building on its roots and driven by the needs of its clients, the
firm has extended its platform nationally by developing
sophisticated national practices in areas including automotive,
consumer financial services, energy and electric distribution,
financial institutions, international counsel, infrastructure
finance, intellectual property and pharmaceutical/medical device
litigation.

"Having a strong, vibrant presence in Chicago and Detroit, well as
other important markets such as Los Angeles, Dallas and
Washington, D.C., gives us a unique position and perspective,"
Mr. Schlaybaugh added.  

"We continue to work diligently to stay a step ahead of client
needs as they continue to evolve, Mr. Schlaybaugh stated.  "This
means that we will focus on expanding the firm's core practice
areas and vertical industry capabilities while growing our
presence within our priority markets throughout the country.  The
addition of the lawyers from Schwartz Cooper is right in line with
that approach and represents an exciting development for the
firm."

                  About Schwartz Cooper Chartered

Schwartz Cooper Chartered -- http://www.schwartzcooper.com/--  
provides practical, efficient legal solutions across a range of
disciplines, including banking and finance, corporate, commercial
real estate, litigation, bankruptcy, tax and estate planning, and
securities.  Clients include middle-market public and private
companies in industries ranging from manufacturing to retail;
local and national banking and financial institutions; investment
funds; and commercial real estate owners, developers and lenders.

                           About Dykema

Dykema -- http://www.dykema.com/-- is a law firm built upon its  
Midwestern heritage and values that has practice focused on
serving Fortune 1000 and middle-market companies.  It has offices
located in California, Illinois, Michigan, Texas and Washington,
D.C.  Dykema advises domestic and foreign-based companies and
institutions on a wide variety of sophisticated business issues
including corporate governance, litigation, growth strategies and
risk reduction, financial services, mergers and acquisitions,
international trade, e-commerce and many others.  A partner to its
clients, Dykema maintains national vertical industry practices
with substantial depth and experience, in areas including
automotive, pharmaceutical and medical devices, financial
institutions, and energy and electric distribution.  

* MorrisAnderson Chicago Office Engages Aaron Gillum as Consultant
-----------------------------------------------------------------
Aaron Gillum has joined MorrisAnderson's Chicago office as a
consultant.

"[Mr. Gillum] will be a great asset to our firm," Howard
Korenthal, principal, said.  "He is very bright and, in a few
short years, has garnered an impressive amount of financial,
management and turnaround experience.  Within a couple days of
being hired, we had Aaron on a plane going to help on various
client projects."

"As we continue to expand our offices nationwide, we are always on
the lookout for young, bright consultants like Aaron," continued
Mr. Korenthal.

Mr. Gillum is a finance and strategic management professional with
experience in manufacturing, telecommunications, government,
health care and financial services.

Before joining MorrisAnderson, he was a senior associate and later
a manager with Diamond Management & Technology Consultants.  While
there, he managed a $100 million program for a national cable
company to achieve a four-year savings of $42 million.  

He also developed an operational strategy for a regional health
system to stabilize and grow market share, and redesigned a
financial services spin-off company to create efficient staffing
models and define common processes.

As an e-procurement specialist with Covisint, Mr. Gillum led an
online auction account for a major automobile manufacturing
company, resulting in a projected savings of more than $100
million.  He has worked alongside many automotive suppliers and
buyers to enhance their procurement departments and increase
savings.

A graduate of the University of Michigan with a bachelor's degree
with honors in economics and public policy, Mr. Gillum earned a
MBA from the University of Chicago Graduate School of Business.  
He is a member of the Turnaround Management Association and is
conversant in Spanish.

                       About MorrisAnderson

Headquartered in Chicago, MorrisAnderson -- http://www.morris-
anderson.com/ -- has offices in New York, Atlanta, Milwaukee, Los
Angeles, Cleveland, Nashville and St. Louis.  The firm's service
offerings include performance improvement, financial advisory,
investment banking, interim management, lender services,
turnarounds, workouts, litigation support, valuation, information
technology services, and insolvency services and wind-downs.
MorrisAnderson emphasizes hands-on involvement for companies with
$20 million to $200 million in annual sales.


* Davis Polk Expands Practice with Appointment of Five Partners
---------------------------------------------------------------
Davis Polk & Wardwell elected Frank J. Azzopardi, Neil Barr,
Maurice Blanco, Mark J. Lehmkuhler, Jeffrey R. O'Brien and Paula
A. Ryan as partners effective July 1, 2008.  Davis Polk now has
168 partners in its offices in New York, Menlo Park, Washington,
D.C., London, Paris, Frankfurt, Madrid, Hong Kong, Beijing and
Tokyo.

Mr. Azzopardi is a corporate lawyer with transactional experience
in overseeing intellectual property, technology and media related
issues arising from corporate transactions, as mergers, asset
sales, reorganizations, spinoffs, licensing and supply
arrangements, joint ventures, collaborations and rights
agreements.

His experience includes advising entertainment and media,
information technology, biotechnology, investment banking, private
equity and other clients on a variety of matters.  

Mr. Azzopardi also has litigation experience involving
intellectual property disputes, especially in the area of
trademarks and passing off.  He has provided advice to Comcast,
Texas Instruments, Bertelsmann, Morgan Stanley, Roche, Syngenta
and Emerson, among others.

Mr. Barr is a tax lawyer advising clients on federal income tax
matters, including mergers, acquisitions, spinoffs, splitoffs,
private equity investments and financial products.  In addition,
he has advised clients in connection with various tax controversy
matters.

He has advised Comcast in connection with its pending investment
in the WiMax joint venture between Clearwire and Sprint, well as
in connection with its acquisition and disposition of various
cable properties; AIG in connection with the leveraged buyout of
Kinder Morgan; Marsh & McLennan in connection with the sale of
Putnam Investments; and Old Lane in connection with its
acquisition by Citigroup.

He was listed as a leading tax lawyer in Chambers USA: America's
Leading Lawyers for Business 2008.

Mr. Blanco is a corporate lawyer concentrating on capital markets
transactions, and is a member of the firm's Latin America and
Spain Practice Group.  He has worked on public and private debt
and equity offerings, exchange offers and debt restructurings by
U.S. and non-U.S. issuers in a variety of industries.

He advised on the initial public offering of BM&F; the initial
public offerings of Western Refining, Virtual Radiologic
Corporation and Megacable; high-yield debt offerings by
Independencia and Neenah Foundry; and follow-on equity offerings
by Copa Airlines and Anhanguera.

Mr. Lehmkuhler is a corporate lawyer who has worked in the firm's
Hong Kong and Tokyo offices since 1997.  His work focuses on
mergers and acquisitions transactions, including private equity
portfolio investments, leveraged buyouts, tender offers, and
cross-border joint ventures and strategic alliances throughout
Asia.

He has advised a number of institutional clients in connection
with the formation of Asia-focused private equity funds and other
investment vehicles.  He also has significant experience in Asian
high-yield bond financings and other capital markets transactions.

Mr. O'Brien is a corporate lawyer in the London office, advising
on mergers and acquisitions, capital markets and credit
transactions, and corporate governance matters.  

Among his M&A transactions, he has advised bidders in connection
with several public and private company auctions; Royal Caribbean
on its acquisition of Pullmantur; Morgan Stanley on the sale of
its aircraft leasing business to Terra Firma; Julius Baer on its
acquisition of three private banks and an asset manager from UBS;
and Novo Nordisk on several strategic transactions.

Among his capital markets transactions, he has advised Codere on
three high-yield bond offerings and its IPO; Cairn India on an
equity private placement; BBVA on its benchmark Rule 144A/
Regulation S covered bond offering; Julius Baer on an underwritten
rights offering; and the issuers or underwriters in connection
with several initial public offerings in Spain.

Ms. Ryan is a trusts and estates lawyer, focusing on
multigenerational estate planning for high net worth individuals.  
She has extensive experience advising individuals and financial
institutions in connection with the administration of complex
estates and trusts, including in tax planning, tax controversies
and addressing the concerns of beneficiaries.

She also counsels individuals in connection with a broad range of
personal and financial matters, including charitable giving, the
creation and operation of private foundations, the disposition of
collectibles and various family matters.

                    About Davis Polk & Wardwell

Headquartered in New York City, Davis Polk & Wardwell --
http://www.dpw.com/-- is an international law firm specializing    
in corporate transactions.  The firm's practice is organized into
four departments: Corporate, Litigation, Tax and Trusts and
Estates.  The Corporate Department is further divided into three
major practice groups: Capital Markets, Mergers and Acquisitions,
and Credit, well as a number of specialist groups.  

While not formally divided into subgroups, the firm's Litigation
Department is preeminent in such areas as capital markets, mergers
and acquisitions, credit, private equity, tax, investment
management, executive compensation, intellectual property, real
estate and trusts and estates, securities litigation and
compliance, white collar criminal defense, products liability and
mass torts, antitrust, insolvency and restructuring, professional
liability, banking, consumer actions, and directors' and officers'
liability.

                         About Davis Polk

Headquartered in New York City, Davis Polk & Wardwell --
http://www.dpw.com/-- is an international law firm specializing    
in corporate transactions.  The firm's practice is organized into
four departments: Corporate, Litigation, Tax and Trusts and
Estates.  The Corporate Department is further divided into three
major practice groups: Capital Markets, Mergers and Acquisitions,
and Credit, as well as a number of specialist groups.  While not
formally divided into subgroups, the firm's Litigation Department
is preeminent in such areas as securities litigation and
compliance, white collar criminal defense, products liability and
mass torts, antitrust, insolvency and restructuring, professional
liability, banking, consumer actions, and directors' and officers'
liability.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re SJG of Rochester, Inc.
      dba Mirage Palace
   Bankr. W.D. N.Y. Case No. 08-21597
      Chapter 11 Petition filed June 27, 200
         See http://bankrupt.com/misc/nywb08-21597.pdf

In Re Aventura Business Center, Inc.
   Bankr. S.D. Fla. Case No. 08-18573
      Chapter 11 Petition filed June 24, 2008
         See http://bankrupt.com/misc/flsb08-18573.pdf

In Re Data Commodities
      aka Cohiba Caribbeans's Finest, Inc.
      aka CCF RUM
   Bankr. D. Nev. Case No. 08-16754
      Chapter 11 Petition filed June 24, 2008
         Filed as Pro Se

In Re St. Jude Thaddeus, Inc.
   Bankr. S.D. Iowa Case No. 08-02382
      Chapter 11 Petition filed June 25, 2008
         See http://bankrupt.com/misc/iasb08-02382.pdf

In Re Riberside Homes, Inc.
   Bankr. N.D. Ind. Case No. 08-22013
      Chapter 11 Petition filed June 25, 2008
         See http://bankrupt.com/misc/innb08-22013.pdf

In Re Linda K. Smith
   Bankr. D. Kansas Case No. 08-11511
      Chapter 11 Petition filed June 25, 2008
         See http://bankrupt.com/misc/ksb08-11511.pdf

In Re Onmi Banquet, Inc.
   Bankr. E.D. Penn. Case No. 08-14052
      Chapter 11 Petition filed June 25, 2008
         See http://bankrupt.com/misc/paeb08-14052.pdf

In Re Alex Properties, LLC
   Bankr. E.D. Va. Case No. 08-32915
      Chapter 11 Petition filed June 25, 2008
         Filed as Pro Se

In Re Eastern Equities Management Corp.
   Bankr. E.D. Va. Case No. 08-32911
      Chapter 11 Petition filed June 25, 2008
         Filed as Pro Se

In Re Rose Properties of Virginia, LLC
      fdba Rose Properties, LLC
   Bankr. E.D. Va. Case No. 08-32914
      Chapter 11 Petition filed June 25, 2008
         Filed as Pro Se

In Re Sycamore Property Investments, LLC
   Bankr. E.D. Va. Case No. 08-32909
      Chapter 11 Petition filed June 25, 2008
         Filed as Pro Se

In Re 41 Hogans Pl. Trust
   Bankr. E.D. Va. Case No. 08-32910
      Chapter 11 Petition filed June 25, 2008
         Filed as Pro Se

In Re Balstar Management, LLC
   Bankr. E.D. Va. Case No. 08-32913
      Chapter 11 Petition filed June 25, 2008
         Filed as Pro Se

In Re Bread of Life Missionary Baptist Church Memphis, Inc.
   Bankr. W.D. Tenn. Case No. 08-26218
      Chapter 11 Petition filed June 25, 2008
         See http://bankrupt.com/misc/tnwb08-26218.pdf

In Re Gary A. Nilsen
      aka Gary A. Nilsen, Jr.
   Bankr. W.D. Wash. Case No. 08-13896
      Chapter 11 Petition filed June 25, 2008
         See http://bankrupt.com/misc/wawb08-13896.pdf

In Re Jimmy D. Lee
   Bankr. W.D. Ark. Case No. 08-72487
      Chapter 11 Petition filed June 26, 2008
         See http://bankrupt.com/misc/akwb08-72487.pdf

In Re Brown & Son Trucking, Inc.
   Bankr. W.D. Ky. Case No. 08-40824
      Chapter 11 Petition filed June 26, 2008
         See http://bankrupt.com/misc/kywb08-40824.pdf

In Re Dodo, LLC
   Bankr. D. Md. Case No. 08-18440
      Chapter 11 Petition filed June 26, 2008
         See http://bankrupt.com/misc/mdb08-18440.pdf

In Re Pris-mm of Greenbelt, Inc.
   Bankr. D. Md. Case No. 08-18452
      Chapter 11 Petition filed June 26, 2008
         See http://bankrupt.com/misc/mdb08-18452.pdf

In Re Tishomingo Logistics, Inc.
   Bankr. E.D. Mich. Case No. 08-55542
      Chapter 11 Petition filed June 26, 2008
         See http://bankrupt.com/misc/mieb08-55542.pdf

In Re Zhanna Prinster
   Bankr. C.D. Calif. Case No. 08-14317
      Chapter 11 Petition filed June 26, 2008
         Filed as Pro Se

In Re Texas Standard Oil Co.
   Bankr. S.D. Tex. Case No. 08-34031
      Chapter 11 Petition filed June 26, 2008
         See http://bankrupt.com/misc/txsb08-34031.pdf

In Re Rodney Talbot Elkins
      dba Dixie Express
      aka Talbot Elkins
   Bankr. N.D. Ala. Case No. 08-81926
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/alnb08-81926.pdf

In Re Charles Pyros
   Bankr. M.D. Fla. Case No. 08-09572
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/flmb08-09572.pdf

In Re JTM House Movers, Inc.
   Bankr. N.D. Ga. Case No. 08-11769
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/ganb08-11769.pdf

In Re Edna J. Owens
   Bankr. N.D. Ga. Case No. 08-42008
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/ganb08-42008.pdf

In Re Tricia & Sue, Inc.
      dba Little Wonders
      fdba Pitts Playland
   Bankr. N.D. Ga. Case No. 08-72054
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/ganb08-72054.pdf

In Re Mystic Builders, Inc.
   Bankr. D. Mass. Case No. 08-42073
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/mab08-42073.pdf

In Re Race Street Project 520, LLC
   Bankr. D. Md. Case No. 08-18466
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/mdb08-18466.pdf

In Re C&M Bonding, Inc.
   Bankr. W.D. Miss. Case No. 08-61166
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/mowb08-61166.pdf

In Re Dean C. Strawn
   Bankr. D. N.J. Case No. 08-21968
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/njb08-21968.pdf

In Re The New Jersey Commercial Laundry Group, LLC
   Bankr. D. N.J. Case No. 08-21998
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/njb08-21998.pdf

In Re Samuel's Temple Cogic, Inc.
   Bankr. S.D. N.Y. Case No. 08-12397
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/nysb08-12397.pdf

In Re Zisco Restaurant, LLC
      dba Highland Park Diner
   Bankr. W.D. N.Y. Case No. 08-21591
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/nywb08-21591.pdf

In Re Pine West Estates Development, LLC
   Bankr. D. N.J. Case No. 08-21995
      Chapter 11 Petition filed June 27, 2008
         Filed as Pro Se

In Re Karen Ziemke
      dba Asthma, Allergy & Immunology
   Bankr. D. N.J. Case No. 08-21979
      Chapter 11 Petition filed June 27, 2008
         Filed as Pro Se

In Re Carson's Pal, L.P. I
      dba Carson's Live
   Bankr. E.D. Tex. Case No. 08-41619
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/txeb08-41619.pdf

In Re Carson's Palace, Inc.
   Bankr. E.D. Tex. Case No. 08-41620
      Chapter 11 Petition filed June 27, 2008
         See http://bankrupt.com/misc/txeb08-41620.pdf

In Re FCMS Express, LLC
   Bankr. N.D. Ga. Case No. 08-72148
      Chapter 11 Petition filed June 28, 2008
         See http://bankrupt.com/misc/ganb08-72148.pdf

In Re Marna Real Estate Investments, LLC
   Bankr. N.D. Ga. Case No. 08-72169
      Chapter 11 Petition filed June 28, 2008
         See http://bankrupt.com/misc/ganb08-72169.pdf

In Re Green Building Exchange, Inc.
   Bankr. N.D. Calif. Case No. 08-31152
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/canb08-31152.pdf

In Re Knight Brothers Lumber Co., Inc.
   Bankr. M.D. Ga. Case No. 08-51688
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/gamb08-51688.pdf

In Re Michael David Easler
   Bankr. M.D. Ga. Case No. 08-51690
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/gamb08-51690.pdf

In Re Dennis Michael Crandall
      aka Dennis M. Crandall
   Bankr. N.D. Ind. Case No. 08-40465
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/innb08-40465.pdf

In Re Elite Remodeling, Inc.
      aka Elite Homes
   Bankr. W.D. Penn. Case No. 08-24248
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/pawb08-24248.pdf

In Re Jerry's Auto Square, Inc.
   Bankr. D. R.I. Case No. 08-11979
      Chapter 11 Petition filed June 30, 2008
         Filed as Pro Se

In Re Besse Express Gas, LLC
      dba Neighberhood Chevron
   Bankr. N.D. Ga. Case No. 08-72337
      Chapter 11 Petition filed June 30, 2008
         Filed as Pro Se

In Re J. David Engel
      dba Apollo-2125
      dba Apollo-49
      dba EP-Global
      dba Loppoc
      dba The Whitney
      fdba Whitney Suites
   Bankr. N.D. Ga. Case No. 08-72368
      Chapter 11 Petition filed June 30, 2008
         Filed as Pro Se

In Re Deborah F. Chantarumporn
      aka Debbie F. Chantarumporn
   Bankr. M.D. Tenn. Case No. 08-05504
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/tnmb08-05504.pdf

In Re Reece Design Group, LLC
      aka Reece Design Group
   Bankr. N.D. Tex. Case No. 08-33153
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/txnb08-33153.pdf

In Re Thomas M. Trial, Inc.
      dba Marshall, Neil & Pauley
   Bankr. S.D. Tex. Case No. 08-34243
      Chapter 11 Petition filed June 30, 2008
         See http://bankrupt.com/misc/txsb08-34243.pdf

In Re Charles W. Johnson
      dba as Officer, Director and Shareholder of Johnson
      Diversified, Inc.
      dba as Manager of Pfeifer-Johnson
   Bankr. D. Colo. Case No. 08-19524
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/cob08-19524.pdf

In Re Robert N. Hyde, III
   Bankr. D. Conn. Case No. 08-32154
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/ctb08-32154.pdf

In Re The Center of Cosmetic Dentistry, Inc.
      dba The Spa For Cosmetic Dentistry
   Bankr. S.D. Fla. Case No. 08-19136
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/flsb08-19136.pdf

In Re Ozarks Community Hospital, Inc.
   Bankr. W.D. Miss. Case No. 08-61189
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/mowb08-61189.pdf

In Re 14 Carrots Natural Food Cooperative
   Bankr. D. N.H. Case No. 08-11885
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/nhb08-11885.pdf

In Re Costudio Aliser Cavan
   Bankr. D. N.J. Case No. 08-22417
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/njb08-22417.pdf

In Re Winnetta L. Walden
      aka Wineta Okeke
   Bankr. C.D. Calif. Case No. 08-19628
      Chapter 11 Petition filed July 1, 2008
         Filed as Pro Se

In Re Chana Taub
   Bankr. E.D. N.Y. Case No. 08-44210
      Chapter 11 Petition filed July 1, 2008
         Filed as Pro Se

In Re Craig M. Lytle
   Bankr. C.D. Calif. Case No. 08-19623
      Chapter 11 Petition filed July 1, 2008
         Filed as Pro Se

In Re B&L White Holding, Co.
   Bankr. N.D. Calif. Case No. 08-43405
      Chapter 11 Petition filed July 1, 2008
         Filed as Pro Se

In Re Samuel Hyatt Range
   Bankr. M.D. Tenn. Case No. 08-05612
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/tnmb08-05612.pdf

In Re Specialty Pump & Well, Inc.
   Bankr. W.D. Wash. Case No. 08-14117
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/wawb08-14117.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***