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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

              Monday, July 21, 2008, Vol. 12, No. 172           

                             Headlines

ABACUS 2005-CB1: Fitch Junks Ratings on Collateral Deterioration
ACACIA CDO 9: Moody's Assigns Low-B Ratings on Classes C, D Notes
ACACIA CDO 11: Moody's Junks Rating on $398MM Class A Sr. Notes
ADVANCED CELL: March 31 Balance Sheet Upside-Down by $28,014,084
AFFINITY GROUP: Moody's Reviews Ratings for Possible Downgrade

ALLIS-CHALMERS: S&P Lifts Ratings to 'B+'; Revises Outlook to Pos.
ALOHA AIRLINES: Committee Counsel's Fees Are Excessive, GMAC Says
A&M DISPOSAL: Bankruptcy and Halted Services Anger Customers
AMERICAN HOME: Court Approves Termination of Employment Agreements
ASCALADE COMMS: Names Troy Bullock and Greg Allen as Board Members

ATRIUM COS: Payment Failure Cues S&P to Put 'SD' Rating
BASIC ENERGY: S&P Holds BB- Rating After Failed Grey Wolf Merger  
BERNOULLI HIGH GRADE: Moody's Rates $555MM Class A-1B Notes Ca
BHM TECHNOLOGIES: Committee Wants to Retain Chanin as Advisor
BILLY JAMES MACE: Voluntary Chapter 11 Case Summary

BONTEN MEDIA: S&P's 'B' Rating Unaffected by NewsChannel5 Deal
CALTON INC: Posts $238,000 Net Loss in 2nd Quarter Ended May 31
CARUSO HOMES: Wants to Employ Shapiro Sher as Counsel
CITIGROUP COMMERCIAL TRUST: Moody's Affirms Ba1 Rating on Cert.
CLEVELAND UNLIMITED: Moody's Hold Junk Ratings on Weak Liquidity

COMMUNITY HEALTH: Fitch Holds 'CCC+/RR6' Rating on Unsecured Notes
CONTINENTAL AIRLINES: Posts $3MM Net Loss in 2008 2nd Quarter
CONTINENTAL VISTA: Voluntary Chapter 11 Case Summary
CREDIT SUISSE: Moody's Junks Ratings on Class P and Q Certificates
CROWN CASTLE: S&P Chips Credit Rating to B+ with Stable Outlook

CSC HOLDINGS: DBRS Assigns 'BB(low)' Issuer Rating
CW MINING: Creditors and Union Sue Aquila for "Garnishing" Funds
CWALT INC: Moody's Assigns Low-B Ratings on 15 Classes of Certs.
DANIEL FERMAN: Case Summary & Five Largest Unsecured Creditors
DAVIS SQUARE: Moody's Junks Rating on $54MM Class B Notes Due 2039

DELTA AIR: Expects Increase in Cargo Biz Revenue to $600 Million
DELTA AIR: Terminates Flights in Toledo, Ohio & Lansing, Michigan
DELTA AIR: To End ExpressJet Delta Operations by September 1
DELTA MUTUAL: Posts $2,623,149 Net Loss in 2008 First Quarter
DE MEER: Fitch Affirms 'BB' Rating on $19.199MM Class E Notes

DISTRIBUTED ENERGY: $10.18MM Sale to Proton Business Approved
DLN HOLDINGS: Case Summary & Two Largest Unsecured Creditors
DRACO 2007-1: Default Cues Moody's to Junk Ratings on Notes
EARTH BIOFUELS: Restructures Promissory Notes, Erases $4MM Debt
EASYREST INC: Voluntary Chapter 11 Case Summary

ERIC CAMPBELL: Voluntary Chapter 11 Case Summary
EUGENE CASSIDY: Voluntary Chapter 11 Case Summary
FIRST UNION: Moody's Affirms Junk Ratings on Three Note Classes
FONTAINEBLEAU LAS VEGAS: Moody's Affirms Ratings; Outlook is Neg.
FORT DUQUESNE: Moody's Junks Rating on Class A-2 Notes due 2046

GHASSAN SAHOURI: Voluntary Chapter 11 Case Summary
GRAMERCY REAL: Fitch Puts BB- $13.75MM Notes Rtng Under Neg. Watch
GREEN VALLEY: Revenue Decline Cues Moody's to Lower Five Ratings
GREENWICH CAPITAL: S&P Lowers Ratings on Three Certificate Classes
GSC ABS: Moody's Puts Junk Ratings on Five Classes of Notes Issued

GSR MORTGAGE: S&P Puts Default Ratings on Three Cert. Classes
HARRAH'S ENTERTAINMENT: Moody's Cuts Corporate Family Rating to B3
IBIS TECHNOLOGY: Posts $952,409 Net Loss in 2008 First Quarter
IKONA GEAR: May 31 Balance Sheet Upside-Down by $673,704
IMPAC CMB: Losses & Shortfall Concerns Cue Moody's B2 Rating

JAMES DREW: Case Summary & 20 Largest Unsecured Creditors
JASPER VII: Voluntary Chapter 11 Case Summary
JIM PALMER: Actionview Eyeing Acquisition Candidates
JONATHAN SHIFF: Section 341(a) Meeting Scheduled for July 22
JONATHAN SHIFF: Files Schedules of Assets & Liabilities

J.P. MORGAN COMMERCIAL: Moody's Affirms Junk Ratings on Notes
J.P. MORGAN TRUST: Moody's Cuts Ratings on 4 Classes of Tranches
KITTY HAWK: Court Confirms Second Amended Joint Chapter 11 Plan
KLIO II: Moody's Puts Junk Ratings on Review for Possible Cut
K.W. BAXLEY: Case Summary & 20 Largest Unsecured Creditors

LA BONITA: Voluntary Chapter 11 Case Summary
LANDSOURCE COMMUNITIES: Schedules Extension Hearing Slated Aug. 19
LANDSOURCE COMMUNITIES: Can Employ Bilzin Sumberg as Corp. Counsel
LANDSOURCE COMMUNITIES: MSK Allowed as Lennad Land Special Counsel
LAS VEGAS SANDS: Moody's to Review Ba3 Ratings for Possible Cut

LATAM TRUST: Moody's Assigns Ba1 Rating to Class CLP5.1BB Cert.
LAZY DAYS: Continued EBITDA Erosion Prompts S&P to Junk Ratings
MAPCO EXPRESS: S&P Lowers Corporate Credit Rating to B- from B
MCKENZIE DEVELOPMENT: Case Summary & Six Unsecured Creditors
MGM MIRAGE: Moody's to Review Low-B Ratings for Possible Downgrade

MICHAEL VICK: Wants More Time to File List of Creditors
MIDWEST AIRLINES: Wins Labor Concessions; Avoids Bankruptcy
MIDWEST AIRLINES: To Cut Flights to 11 Cities by September 8
MILLENNIUM CELL: Directors Approve Liquidation Plan
MODAVOX INC: Posts $327,142 Net Loss in First Quarter Ended May 31

MODERN CONTINENTAL: Committee Taps Jager Smith as General Counsel
MORTGAGES LTD: Section 341(a) Meeting Scheduled for July 29
MORTGAGES LTD: U.S. Trustee Appoints 3 Members to Creditors Panel
NEPTUNE CDO II: Moody's Puts Junk Ratings on Four of Five Notes
NEW CENTURY: Court Reduces BofA's Secured Claims to $93,900,000

NEW CENTURY FINANCIAL: Court Confirms Joint Liquidation Plan
NEW CENTURY FINANCIAL: Exclusivity Period Extended to August 20
NEXCEN BRANDS: Lender BTMU Extends Forbearance Period to August 8
NORD RESOURCES: Nedbank Extends Term Loan Maturity to December 31
NORTHWEST AIRLINES: CEO Urges Congress to Close Trading Loopholes  

OLYMPIC SALES: Files for Chapter 11 Protection in California
OLYMPIC SALES: Case Summary & 62 Largest Unsecured Creditors
ORIENTAL TRADING: S&P Holds 'B-' Rating; Changes Outlook to Neg.
PACIFIC IMAGING: Case Summary & 20 Largest Unsecured Creditors
PANTRY INC: Moody's Rates Corporate Family B2 with Neg. Outlook

PLASTECH ENGINEERED: American Corrugated Cancels
PLASTECH ENGINEERED: Proposes to Revise Tooling Payment Protocols
PLASTECH ENGINEERED: Inks Pact Extending Term Bar Date to July 31
PLASTECH ENGINEERED: Court Approves UAW Deal on Exteriors Shutdown
PORTOLA PACKAGING: Defaults on $60MM Credit Deal with GE Capital  

PROTECTED VEHICLES: Creditor Raises $13.6MM Claim on Assets
PUBLIC SERVICE: Unit's Ba3 Rating Unmoved by Moody's Affirmations
RAINBOW NATIONAL: DBRS Assigns 'BB(low)' Issuer Rating
RIVER STATION: Files for Chapter 7 Liquidation
RUSSEL FOUNDATION: Grand Jury Probe Finds Lavish Spending Pattern

SEMCAMS MIDSTREAM: Fitch Trims Issuer Default Rating to B- from B
SEMCRUDE LP: Fitch Cuts ID Rating to B-, Puts on Negative Watch
SEMGROUP ENERGY: May Have Violated Securities Law
SEMGROUP LP: Appoints Terry Ronan as Acting President and CEO
SEMGROUP LP: Moody's Junks Senior Unsecured Debt Rating

SEMGROUP LP: Fitch Chips Issuer Default Rating to B- from B
SHARPER IMAGE: Changes Corporate Name to TSIC, Inc.
SHARPER IMAGE: Exclusive Plan Filing Date Extended to Sept. 16
SHARPER IMAGE: States Join US Trustee in Opposing Claims Bar Date

SHERMAG INC: Quebec Court Sets September 5 as Claims Bar Date
STANDARD MOTOR: S&P Affirms 'B-' Rating; Changes Outlook to Stable
STATION CASINOS: Moody's Cuts Ratings; To Undertake Review
STEVE & BARRY'S: Wants to Hire Asset Disposition as Advisor
STEVE & BARRY'S: Wants to Sell Substantially all Assets

STEVE & BARRY'S: Court Approves Use of Cash Collateral
STEVE & BARRY'S: Wants to Employ Silverman as Conflicts Counsel
STEVE & BARRY'S: Court Extends Schedules Due Date to Aug. 14
STONERIDGE INC: Good Liquidity Cues Moody's to Assign SGL-2 Rating
STRAITS GLOBAL: Moody's Junks Ratings on Class B-1 and B-2 Notes

TABLEROCK BREWING: Chapter 7 Bankruptcy Not Affecting Affiliate
TALBOTS INC: Secures $50MM Working Capital from Aeon Co.'s Unit
TERRYLYN HARRELL: Voluntary Chapter 11 Case Summary
TICKETMASTER: S&P Keeps 'BB' Senior Unsecured Debt Rating

TOUSA INC: Court Grants Final Nod on Use of $358MM Cash Collateral
TOUSA INC: Wants Civil Actions Removal Period Moved to October 25
TOUSA INC: DIP Credit and Security Deal with Lenders Terminated
TRANSBOTICS CORP: May 31 Balance Sheet Upside-Down by $1,044,363
TRIBUNE CO: Gets Three Potential Bids for Chicago Cubs Franchise

TRIBUNE LIMITED: Moody's Cuts Rating on $5MM Notes by 8 Notches
TUCKER FARMS: Voluntary Chapter 11 Case Summary
UNICO INC: May 31 Balance Sheet Upside-Down by $10,165,020
UNUM GROUP: S&P Lifts Sr. Unsecured Debt Rating to BBB- from BB+
YOSEMITE CLUB: Case Summary & Five Largest Unsecured Creditors

* Moody's Sees Positive Impact of Mitigating Underfunding Risk
* Moody's: Assessing Potential Credit Impact Must be in Context
* S&P Takes Ratings Actions on Various Classes of Synthetic CDOs
* S&P Lowers Ratings on 77 Tranches from 23 Cash Flow & Hybrid CDO
* Standard & Poor's Reports Changes to MidCap, SmallCap Indices
* S&P Says Warehouse Lines of Credit Carry Substantial Market Risk

* Utah Bankruptcy Filing Rate Nearly Doubles Last Year's

* William Cullen and Janet Barbiere Join Kaye Scholer-New York
* Rutter Hobbs Welcomes Paul N. Tauger and Benjamin M. Alexander
* Polsinelli Shalton and Shughart Thomson Mulls Merger
* Crowell & Moring Adds Three Partners to New York Office

* BOND PRICING: For the Week of July 14 to July 18, 2008

                             *********

ABACUS 2005-CB1: Fitch Junks Ratings on Collateral Deterioration
----------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative eight
classes of notes issued by Abacus 2005-CB1, Ltd.  These rating
actions are effective immediately:

  -- $132,187,500 Class A-1 to 'CCC' from 'A-';
  -- $22,500,000 Class A-2 to 'CCC' from 'BBB+';
  -- $22,500,000 Class B to 'CC' from 'BBB';
  -- $23,437,500 Class C to 'CC' from 'BBB-';
  -- $6,562,500 Class D to 'CC' from 'BBB-';
  -- $15,000,000 Class E-1 to 'CC' from 'BB+';
  -- $6,562,500 Class E-2 to 'CC' from 'BB';
  -- $9,375,000 Class F to 'CC' from 'BB-'.

Abacus 2005-CB1 is a synthetic collateralized debt obligation that
closed on Dec. 7, 2005 created to enter into credit default swaps
with Goldman Sachs Capital Markets.  Abacus 2005-CB1's
synthetically referenced portfolio is comprised primarily of
subprime RMBS bonds (72.7%), CMBS (20.5%) and other structured
finance assets.  Subprime RMBS bonds of the 2005 vintage account
for approximately 48.7% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS.  
Since the last rating action in November 2007, approximately 52.8%
of the portfolio has been downgraded, with 6.3% of the portfolio
currently on Rating Watch Negative.  This credit deterioration
exceeded Fitch's assumed credit migration from the November 2007
review whereby 48.0% of the assets in the portfolio now carry a
rating below the rating Fitch assumed in November 2007.  
Consistent with the current ratings, Fitch expects the A-1 and A-2
notes to experience a higher recovery than that of the other rated
notes.

All classes of notes are removed from Rating Watch as Fitch
believes further negative migration in the portfolio will have a
lesser impact on the notes.  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 all classes of 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.


ACACIA CDO 9: Moody's Assigns Low-B Ratings on Classes C, D Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Acacia CDO 9, Ltd.:

Class Description: $235,000,000 Class A First Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $21,800,000 Class B Second Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $9,000,000 Class C Third Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2046

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

Class Description: $12,000,000 Class D Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

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


ACACIA CDO 11: Moody's Junks Rating on $398MM Class A Sr. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Acacia CDO 11, Ltd.:

Class Description: $398,000,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $35,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $16,000,000 Class C Third Priority Senior
Secured Floating Rate Deferrable Interest Notes Due 2047

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

Class Description: $16,000,000 Class D Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

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

Class Description: $12,000,000 Combination Notes Due 2047

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the structured finance
securities.


ADVANCED CELL: March 31 Balance Sheet Upside-Down by $28,014,084
----------------------------------------------------------------
Advanced Cell Technology Inc.'s consolidated balance sheet at
March 31, 2008, showed $6,960,337 in total assets and $34,974,421
in total liabilities, resulting in a $28,014,084 stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,003,916 in total current assets
available to pay $16,952,412 in total current liabilities.

The company reported a net loss of $9,519,659 for the first
quarter ended March 31, 2008, compared with a net loss of
$24,741,001 in the same period of 2007.

Revenues for the three months ended March 31, 2008, and 2007, were  
$124,343 in each period.  These amounts relate primarily to
license fees and royalties collected that are being amortized over
the period of the license granted, and are therefore typically
consistent between periods.  

Other expense, net, for the three months ended March 31, 2008, and
2007, were approximately $3,865,000 and $19,471,000, respectively.
The decrease in net other expense in the three months ended
March 31, 2008, compared to that of the earlier period, relates
primarily to adjustments to fair value of derivatives related to
the convertible debenture financings and the charges related to
issuance of convertible debentures.  

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?2fa4

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 12, 2008,
Los Angeles-based Singer Lewak Greenbaum & Goldstein LLP expressed
substantial doubt about Advanced Cell Technology 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 auditor pointed to the company's recurring losses from
operations, negative cash flows from operations, substantial
stockholders' deficit and current liabilities that exceed current
assets.

                       About Advanced Cell

Based in Worcester, Mass., Advanced Cell Technology Inc. (OTC BB:
ACTC) -- http://www.advancedcell.com/-- is a biotechnology  
company focused on developing and commercializing human embryonic
and adult stem cell technology in the emerging fields of
regenerative medicine.  Principal activities to date have included
obtaining financing, securing operating facilities, and conducting
research and development.  The company has no therapeutic products
currently available for sale and does not expect to have any
therapeutic products commercially available for sale for a period
of years, if at all.


AFFINITY GROUP: Moody's Reviews Ratings for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service has Affinity Group Holding, Inc.'s
ratings on review for possible downgrade.  The review is prompted
by Moody's growing concern that a statement has not yet been made
regarding plans to repay or refinance approximately $138 million
in senior secured loans which mature in June 2009.

Details of the rating action are:

Ratings placed under review for possible downgrade:

  -- Corporate Family rating - B3
  -- Probability of Default - B3
  -- $110 million 10.875% senior notes due 2012 - Caa2 (LGD5 -
     89%)

Affinity Group, Inc.

  -- $35 million senior secured revolving credit facility due 2009
     - Ba3 (LGD2 - 17%)

  -- $129 million senior secured term loan due 2009 - Ba3 (LGD2 -
     17%)

  -- $152.4 million 9.0% senior subordinated notes due 2012 - Caa1
     (LGD4 - 60%)

The review will focus on (1) the status of the company's
negotiations with lenders to extend the maturity of its bank debt
and the terms thereof, (2) the prospects for the issuance of new
debt, equity and/or asset sales (including the sale of its wholly
owned-subsidiary Camping World, Inc.), (3) the company's ability
to maintain compliance with the financial covenants governing its
senior secured credit facilities, and (4) Affinity Group's
business outlook, liquidity and operating performance given the
weak conditions in the recreational vehicle industry.

At the end of March, 2008, Affinity Group reported approximately
$138 million of debt outstanding under its senior secured credit
facilities, which mature in June 2009.  Covenant compliance
remains very tight by Moody's estimates and the company has not
yet made a statement regarding its plans to repay or refinance
this debt.  In the event that Affinity Group reports this debt as
a current obligation at the end of June 2008, it would reflect a
substantial working capital deficit and an effectively insolvent
credit profile.

Affinity Group Holding, Inc. is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $559 million for the LTM period ended March 30, 2008.


ALLIS-CHALMERS: S&P Lifts Ratings to 'B+'; Revises Outlook to Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Houston-
based oilfield services company Allis-Chalmers Energy Inc.,
including the corporate credit rating.  The ratings were raised to
'B+' from 'B'.  The outlook was revised from positive to stable.
     
"The upgrade reflects expected improvements in operating
performance as a result of strong industry conditions during the
second half of 2008, adherence to its stated financial policy, and
meaningful improvements in the company's scale and product
offerings during the past year," said Standard & Poor's credit
analyst Amy Eddy.
     
S&P expect the company's pro forma EBITDA to increase to
approximately $300 million from less than $200 million in 2007
after it completes its acquisition of Bronco Drilling Company Inc.  
Furthermore, management has also displayed a willingness to
maintain financial leverage in the 3x debt to EBITDA area.  About
half of Bronco's purchase price (including the refinancing
of Bronco's debt) will be funded with equity.
     
Despite the upgrade, the 'B+' corporate credit rating on Allis
continues to reflect several weaknesses:

Operating performance at Allis, specifically their rental services
segment, and Bronco's rig utilization rates were soft during the
fourth quarter of 2007 and the first quarter of 2008, which
resulted in lower cash flows;

The company is very acquisitive.  While the acquisitions have
improved Allis' scale and scope of operations, they also raise
questions as to whether management has the ability to effectively
manage such rapid growth.

Furthermore, the acquisition of Bronco represents the company's
first venture in the domestic land rig business; and

The oilfield services industry is highly cyclical.  S&P expects
demand for services to improve during the second half of 2008
because of robust commodity prices, but the rig count has
historically been very volatile, and a reversion to low drilling
activities would result in significantly lower cash flows for
Allis.
     
Allis is a small, rapidly growing oilfield services company
operating primarily in Texas, Louisiana, and Argentina.


ALOHA AIRLINES: Committee Counsel's Fees Are Excessive, GMAC Says
-----------------------------------------------------------------
GMAC Commercial Finance LLC told the Hon. Lloyd King of the U.S.
Bankruptcy Court for the District of Hawaii that Sonnenschein Nath
& Rosenthal LLP, as former counsel to the Official Committee of
Unsecured Creditors, failed to conform to the Federal Rule of
Bankruptcy Procedure 2016 and the Court's Guidelines for
Compensation and Expense Reimbursement of Professionals and
Trustees.

GMAC noted that Sonnenschein sought payment of $235,135 for less
than a month's involvement in the Debtors' bankruptcy cases.

GMAC said that the hourly billing rates and the amount of fees
sought by the firm are excessive and many of the firm's time
entries are inadequately described or are improperly "clumped."  
GMAC also said that multiple professionals from the firm perform
the same task simultaneously and an inordinate amount of time was
spent on non-substantive retention matters.

Over the course of their brief 29-day involvement in the cases,
Sonnenschein engaged, at minimum eight different partners each
with an hourly billing rate in excess of $500, with two principal
partners billing well in excess of $700 per hour, GMAC related.  
Two of the three partners principally involved in the cases, C.
Neville, Esq., and F. Jacobson, Esq., have hourly billing rates of
$750 and $745.  It becomes more evident, GMAC argued, when
compared to the hourly billing rates of the Chapter 7 trustee's
counsel of $450, and the Debtors' principal attorney, Paul
Singerman, Esq., of $510.

It appears that the partners at Sonnenschein engaged in non-
substantive work that could have been more efficiently performed
by associates or paraprofessionals, GMAC said.  As an example GMAC
cited that C. Neville, Esq., billed 2.20 hours to "lien review"
and investigation and F. Jacobson, Esq., billed numerous hours to
"retention matters."  Further, of the 387.80 hours asserted by  
Sonnenschein, only 60.9 hours, or 15%, were spent by associates or
paraprofessionals, GMAC pointed.

The issue of excessive rates is amplified when Sonnenschein has
multiple partners performing the same task simultaneously.  As an
example, GMAC said that there were multiple conference calls with
the Committee where C. Neville, Esq., F. Jacobson, Esq., and C.
Prince, Esq., are on the same call.  The combined hourly billing
rate for those partners is $2,000, GMAC related.

GMAC also pointed that  Sonnenschein spent an alarming amount,
about $15,000, on the process of retaining one consultant, Bruce
Nobles.  What is concerning is that a majority of the $15,000 was
spent, according to Sonnenschein's fee application, not in
substantive consultation but in simple administrative issues
related to the retention of the consultant, GMAC asserted.

A full-text copy of Sonnenschein's fee application as former
counsel to the Committee is available for free at
http://ResearchArchives.com/t/s?2fac

Ted N. Pettit, Esq., at Case Lombardi & Pettit, represents GMAC.

The Court will hear GMAC's objection on July 29, 2008, at 10:30
a.m.

                       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.

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.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.  On April
29, 2008, the Court converted the Debtors' cases into chapter 7
liquidation proceedings.  The next day, the U.S. Trustee appointed
Dane S. Field to serve as chapter 7 trustee for the cases.  James
Wagner, Esq., represents Mr. Field.


A&M DISPOSAL: Bankruptcy and Halted Services Anger Customers
------------------------------------------------------------
Customers of A&M Disposal were furious after the company stopped
garbage services, failed to notify them of a bankruptcy filing
made last month and continued to collect monthly payments, Press
Connects in New York relates.

Sharon Ellis, owner of Apalachin-based A&M Disposal, confessed in
e-mail messages sent to the Press & Sun-Bulletin that she received
payments from customers for July through August amid the
bankruptcy filing, Press Connects says.

Former A&M Disposal operations manager, Daniel L. Ellis, Sharon's
husband, died of cancer on June 13, 2008, Press Connects relates,
citing Press & Sun Bulletin.

According to Press Connects, customers may file a complaint with
the Better Business Bureau at http://www.bbb.org/


AMERICAN HOME: Court Approves Termination of Employment Agreements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
American Home Mortgage Investment Corp. to reject five employment
agreements as of these effective dates:

                                Date of              Rejection
   Employee                    Agreement          Effective Date
   --------                    ---------          --------------
   Stephen A. Hozie          March 1, 2004         June 6, 2008
   EVP and CFO

   Alan B. Horn              Dec. 23, 2002         June 6, 2008
   EVP, General Counsel
   and Secretary

   Robert Bernstein          Dec. 18, 2002        June 13, 2008
   EVP and Controller

   Craig S. Pino             Feb. 10, 2004        June 13, 2008
   EVP, Chief Investment
   Officer and Treasurer

   Robert F. Johnson, Jr.     Jan. 1, 2004        June 13, 2008
   EVP, Capital Markets.

Judge Christopher Sontchi held that the deadline for filing a
rejection claim pursuant to the Rejection Order is on July 24,
2008.  

The Court maintained that nothing in the Order will prejudice the
Debtors' rights to argue that (i) any claim for damages arising
from the Employment Agreements' rejection is limited to the
remedies available under the applicable termination provision of
the Employment Agreements, or (ii) any rejection claim is an
obligation of a third party, and not that of the Debtors.

                        About American Home

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

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

(American Home Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


ASCALADE COMMS: Names Troy Bullock and Greg Allen as Board Members
------------------------------------------------------------------
Ascalade Communications Inc. provided an update in accordance with
the Ontario Securities Commission Policy 57-603 Defaults by
Reporting Issuers in Complying with Financial Statement Filing
Requirements. In accordance with the OSC Policy, the company
confirmed that, except as disclosed in this press release, or in
press releases dated April 2, 2008, April 9, 2008, April 29, 2008,
May 14, 2008, May 21, 2008, June 24, 2008, and June 30, 2008
issued by the company since its initial default announcement dated
March 31, 2008:

   (i) there is no material change to the information set out in
       its initial default announcement filed pursuant to the OSC
       Policy;

  (ii) except that this announcement was delayed by several days
       due to recent power outages in Vancouver, which effected
       the company's ability to make this announcement, there has
       been no failure by the company to adhere to the
       Alternative Information Guidelines set out in the OSC
       Policy with respect to the financial statement filing
       default; and

(iii) there is no other material information concerning the
       affairs of the company that has not been generally
       disclosed.
    
Any recovery in the CCAA for creditors and other stakeholders of
the company, including shareholders, is uncertain and is highly
dependent upon a number of factors, including the recovery from
the sale of the factory, equipment and inventory in the PRC and
the outcome of the Scheme in Hong Kong.

On June 30, Ascalade Communications accepted the resignations of
John Kim and Henry Quan from its board of directors, and that all
of the company's remaining staff members in Canada have been
released from their employment.  The company thanked each of these
individuals for their service.

The company also disclosed that Troy Bullock and Greg Allen will
be joining its board of directors, effective as of June 30, 2008.
With these changes, the company's board of directors is comprised
of Greg Allen, Troy Bullock and Edmund Ho.

The Court has approved the plan of compromise or arrangement under
the CCAA.  A copy of the Plan of Compromise or Arrangement is
available for free at http://ResearchArchives.com/t/s?2ec7

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/-- is an innovative product       
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones. Ascalade products have been
distributed in more than 35 countries and under 80 regional
brands.  Ascalade also has facilities in Qingyuan, China, Hong
Kong and a sales office in Hertfordshire, United Kingdom.

On April 29, 2008, Jervis Rodrigues, senior vice-president of
Deloitte & Touche Inc., filed separate petitions for protection
under Chapter 15 of the U.S. Bankruptcy Code on behalf of Ascalade
Communications Inc. and its debtor-affiliate (Bankr. N.D. Ill.
Case Nos. 08-10612 and 08-10616).  Jeffrey G. Close, Esq. at
Chapman and Cutler LLP represents the Petitioner in the Chapter 15
case.  Ascalade's financial condition as of September 2007 showed
total assets of $99,630,000 and total debts of $40,410,000.


ATRIUM COS: Payment Failure Cues S&P to Put 'SD' Rating
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atrium Cos. Inc. to 'SD' (Selective Default) from
'CCC+'.  S&P also lowered the corporate credit rating on holding
company parent ACIH to 'D' from 'CCC+'.
     
In addition, S&P lowered its rating on ACIH's $174 million senior
discount notes to 'D' from 'CCC-'.  The recovery rating on the
notes remains at '6', indicating the expectation for negligible
(0% to 10%) recovery in the event of a payment default, pending
further information.  S&P lowered its rating on Atrium's senior
secured bank facility to 'CC' from 'B'.  The recovery rating on
the bank facility remains a '1', indicating very high recovery
(90% to 100%), pending further information.
     
The rating actions stem from ACIH's failure to make the June 15,
2008, required interest payment on its senior discount notes
within the required 30-day grace period.


BASIC ENERGY: S&P Holds BB- Rating After Failed Grey Wolf Merger  
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on U.S. oilfield service provider
Basic Energy Services Inc. and removed the ratings from
CreditWatch with positive implications where they were placed on
April 22, 2008.
     
"The rating action follows the termination of Basic's planned
merger of equals agreement with land contract drilling firm Grey
Wolf Inc.," said Standard & Poor's credit analyst Jeffrey
Morrison.  Grey Wolf is rated 'BB-/Watch Pos/--'.
     
The companies announced this week that Grey Wolf's shareholders
did not approve the merger agreement at a special meeting of
shareholders.  S&P also affirmed the ratings on Basic's senior
secured and senior unsecured issues and the recovery ratings are
unchanged. The outlook is stable.
     
The ratings on Basic Energy Services reflect its status as a
small, though growing, competitor in historically cyclical and
competitive U.S. oilfield services markets and an acquisitive
growth strategy.  Somewhat offsetting these concerns are an
expanding suite of products and services, a consistent track
record of free cash flow generation when excluding acquisition
outlays, and moderate debt leverage for the current ratings.


BERNOULLI HIGH GRADE: Moody's Rates $555MM Class A-1B Notes Ca
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
of notes issued by Bernoulli High Grade CDO II, Ltd., and left on
review for possible further downgrade the rating of one of these
classes of notes as:

Class description: $750,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes due October 2054

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

Class description: $555,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes due October 2054

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

Class description: $56,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due October 2054

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

Class description: $103,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due October 2054

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

Bernoulli High Grade CDO II, Ltd., is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.  On March 4, 2008, as reported by the Trustee, the
transaction experienced an event of default caused by a failure of
the Sequential Pay Ratio to be greater than or equal to 95 per
cent, as set forth in Section 5.1(i) of the Indenture dated Aug.
28, 2007.  That 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, the Trustee has notified Moody's that the Trustee
received notice from the Controlling Party declaring the principal
of all of the Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.  The severity of losses may depend on the timing and
choice of any further remedy to be pursued following the default
event.  Because of this uncertainty, the rating of Class A-1A
Notes issued by Bernoulli High Grade CDO II, Ltd., are on review
for possible further action.


BHM TECHNOLOGIES: Committee Wants to Retain Chanin as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of BHM Technologies
Holdings, Inc. and its debtor-subsidiaries ask approval from the
United States Bankruptcy Court for the Western District of
Michigan to retain Chanin Capital Partners as its financial
advisor.

The Committee states that Chanin has assisted and advised numerous
committees, trustees, secured creditors, debtors, and other
constituencies in the Chapter 11 process and is experienced in
analyzing and testifying regarding corporate restructuring issues
and measuring the economics of any potential merger and
acquisition transactions.

The Committee needs assistance in collecting and analyzing
financial and other information in relation to the Chapter 11
cases.  Chanin will render these services:

   (a) review and analyze the Debtors' operations, financial
       condition, business plan, strategy, and operating
       forecasts;

   (b) analyze any merger, divestiture, joint-venture, or
       investment transaction;

   (c) assist in the determination of an appropriate go-forward
       capital structure for the Debtors;

   (d) assist the Committee in developing, evaluating,
       structuring and negotiating the terms and condition of a
       restructuring or Plan of Reorganization, including the
       value of the securities, if any, that may be issued to the
       Committee under any such restructuring or Plan;

   (e) provide testimony, as necessary, before the bankruptcy
       court; and

   (f) provide the Committee with other appropriate general
       restructuring advice and litigation support.

Chanin will seek compensation for its services on a monthly flat
fee basis.  The firm will maintain detailed records of any actual
and necessary costs and expenses incurred in connection with the
services and will record its time in increments of 1/10 of one
hour.  Chanin has advised the Committee that it is not the
general practice of investment banking firms to keep detailed
time records similar to those customarily kept by attorneys.

The Committee proposes to pay Chanin a flat monthly fee of
$50,000 and submits that such fees are at the low end of the
range of compensation as compared to other professional services
firms providing similar financial advisory and related investment
banking services.

To the best of the Committee's knowledge, information and belief,
Chanin has no connection with, and holds no interest adverse to,
the Debtor, its estate, its creditors, or any other party-in-
interest, except in matters unrelated to the Debtors' cases.

Chanin is a "disinterested person," as defined in Sections 328
and 101(14) of the Bankruptcy Code.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BILLY JAMES MACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Billy James Mace
        aka
        Bill Mace
        dba
        Bill Mace Homes
        dba
        Bill's Construction
        4884 Saint Andrew Center
        Clarksville, TN 37043

Bankruptcy Case No.: 08-06124

Chapter 11 Petition Date: July 17, 2008

Court: Middle District of Tennessee (Nashville)

Judge: George C Paine, II

Debtor's Counsel: Robert James Gonzales, Esq.
                  Email: rjg@mglaw.net
                  MGLAW PLLC
                  2525 W. End Ave., Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000
http://mglaw.net/

Estimated Assets: $50 million to $100 million

Estimated Debts:  $10 million to $50 million

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


BONTEN MEDIA: S&P's 'B' Rating Unaffected by NewsChannel5 Deal
--------------------------------------------------------------
On July 17, 2008, Standard & Poor's Ratings Services said that its
rating on Bonten Media Group Inc. (B/Negative/--) is not affected
by the company's definitive agreement to acquire NewsChannel5
Network LLC in Nashville, Tennessee from Landmark Communications
Inc. New York City-based Bonten, a TV broadcasting company, had
total debt of about $177 million as of March 31, 2008.
     
The acquisition enlarges Bonten's station portfolio to include a
major TV network affiliate in a top-30 TV market.  However, S&P
expect that any debt financing for the acquisition will require
pricing and terms at current market levels, which are considerably
more costly and restrictive than those of Bonten's current bank
debt.  The company is highly leveraged, with lease-adjusted debt
to EBITDA of 10.9x prior to this acquisition.  At this point, S&P
are assuming that Bonten will not be in danger of breaching any
financial covenants in an amended bank facility within a year of
the acquisition's completion, despite weak economic conditions and
a non-election year in 2009.  

S&P will continue to monitor TV advertising demand trends and will
closely track the company's covenant compliance.


CALTON INC: Posts $238,000 Net Loss in 2nd Quarter Ended May 31
---------------------------------------------------------------
Calton Inc. reported a net loss of $238,000 on homebuilding
revenue of $982,000 for the second quarter ended May 31, 2008,
compared with a net loss of $277,000 on homebuilding revenue of
$524,000 in the same period ended May 31, 2007.

The increase in revenue is attributable to revenue recognized on
the percentage-of-completion basis on a custom home begun during
the first quarter of fiscal 2008 and amortization of deferred
revenue related to sale-leaseback agreements.

At May 31, 2008, the company's consolidated balance sheet showed
$4,310,000 in total assets, $2,938,000 in total liabilities, and
$1,372,000 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?2f9c

                       Going Concern Doubt

Aidman, Piser & Company, P.A., in Tampa, Fla., expressed
substantial doubt about Calton Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Nov. 30, 2007.  The auditing firm
reported that the company has incurred net losses during
each of the years ended Nov. 30, 2007 and 2006.  The auditing firm
added that the company has minimal pending home sales, and its
primary lender has reduced the company's borrowing availability
under its existing credit facility as well as revised the
terms under this facility to limit future funding.

The company's credit facility, which was to expire in July 2008,
was renewed on June 26, 2008, limits future funding to the
completion of the company's three speculative homes under
construction.  Maximum available borrowings are reduced as each
speculative home or developed lot is sold.  The maximum amount
available under the current facility, which expires on July 1,
2009, is $1.9 million.  The company also has a mortgage note of
nearly $1 million from National City Bank, secured by the land
purchased in the Magnolia Plantation subdivision, due in September
2008.  

                        About Calton Inc.

Based in Vero Beach, Florida, Calton Inc. (OTC BB: CTON.OB)
-- http://www.caltoninc.com/-- through its subsidiary, Homes by  
Calton, LLC, focuses on homebuilding developments primarily
located in Indian River County, Florida.  Calton Inc. markets its
homes primarily to upper-income buyers.


CARUSO HOMES: Wants to Employ Shapiro Sher as Counsel
-----------------------------------------------------
Caruso Homes Inc. and its debtor-affiliates seek authority from
the U.S. Bankrupty Court for District of Maryland to employ
Shapiro Sher Guinot & Sandler as counsel.

Shapiro Sher will mainly provide legal advise pertaining to the
Debtors' continued possession and management of their property,
prepare on behalf of the Debtors all necessary applications,
motions, answers, orders, reports and other legal papers; and
advise, assist and represent the Debtors in preparing, filing and
prosecuting a disclosure statements and plan under Chapter 11.

Shapiro Sher's professionals bill:

                            Hourly Rate
                            -----------
     Partners                $300-$465
     Associates              $215-$300
     Paralegals              $150-$165

Prior to bankruptcy filing, Shapiro Sher received a total sum of
$1,100,827.30 for legal services rendered in contemplation of or
in connection with the Debtors' financial restructuring and
bankruptcy cases.  Of said sum, Shapiro Sher applied the sum of
$285,236.82 for pre-petition services and the sum of $25,975.00
for filing fees.

Joel I. Sher, Esq., a member at Shapiro Sher, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

Based in Crofton, Md., Caruso Homes Inc. --
http://www.carusohomes.com/-- is a custom home builder.  The  
company and 24 of its debtor-affiliates filed for Chapter 11
protection on June 23, 2008 (D. Md. Lead Case No. 08-18254).  When
the Debtors filed for protection from their creditors, they listed
estimated assets of between $1 million to $100 million, and
estimated debts of more than $100 million.


CITIGROUP COMMERCIAL TRUST: Moody's Affirms Ba1 Rating on Cert.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 11 classes,
affirmed the ratings of 15 classes, and placed on review for
possible downgrade the ratings of three classes of Citigroup
Commercial Mortgage Trust., Commercial Mortgage Pass-Through
Certificates, Series 2006-FL2 as:

  -- Class A-1, $18,878,653, Floating, affirmed at Aaa
  -- Class A-2, $237,218,000, Floating, affirmed at Aaa
  -- Class B, $17,904,000, Floating, affirmed at Aaa
  -- Class C, $20,887,000, Floating, affirmed at Aaa
  -- Class D, $38,790,000, Floating, upgraded to Aaa from Aa1
  -- Class E, $26,855,000, Floating, upgraded to Aa1 from Aa2
  -- Class F, $26,855,000, Floating, upgraded to Aa2 from Aa3
  -- Class G, $23,871,000, Floating, upgraded to A1 from A2
  -- Class H, $20,887,000, Floating, affirmed at A3
  -- Class J, $22,379,000, Floating, affirmed at Baa1
  -- Class K, $22,380,000, Floating, affirmed at Baa2

  -- Class L, $23,871,082, Floating, on review for possible
     downgrade

  -- Class X-3, Notional, affirmed at Aaa
  -- Class CNP-1, $10,600,000, Floating, affirmed at Baa2
  -- Class CNP-2, $20,117,692, Floating, affirmed at Baa3
  -- Class CNP-3, $5,182,308, Floating, affirmed at Ba1

  -- Class RAM-1, $2,000,000, Floating, on review for possible
     downgrade

  -- Class RAM-2, $2,400,000, Floating, on review for possible
     downgrade

  -- Class DSG-1, $1,000,000, Floating, affirmed at Baa2
  -- Class DSG-2, $1,400,000, Floating, affirmed at Baa3
  -- Class DHC-1, $1,000,000, Floating, affirmed at Baa2
  -- Class DHC-2, $1,100,000, Floating, affirmed at Baa3
  -- Class SRL, $1,100,000, Floating, upgraded to Baa2 from Baa3
  -- Class CAC-1, $257,664, Floating, upgraded to A1 from Baa1
  -- Class CAC-2, $176,519, Floating, upgraded to A2 from Baa2
  -- Class CAC-3, $205,253, Floating, upgraded to A3 from Baa3
  -- Class CAN-1, $801,000, Floating, upgraded to A1 from Baa1
  -- Class CAN-2, $1,187,600, Floating, upgraded to A2 from Baa2
  -- Class CAN-3, $2,328,851, Floating, upgraded to A3 from Baa3

Moody's is upgrading pooled classes D, E, F, and G based overall
stable property performance and increased credit support due to
loan payoffs.  The first loss pooled Class L and the rake classes
RAM-1 and RAM-2 are on review for possible downgrade due to the
performance of the Radisson Ambassador Plaza Hotel and Casino in
San Juan, Puerto Rico.  Upgrades to the remaining rake classes are
due to increased property performance and decreased leverage of
the associated portfolio loans.

At securitization, the transaction consisted of 32 loans with a
pooled balance of $1.2 billion.  As of the July 15, 2008
distribution date, the transaction consists of seventeen loans
with a pooled balance of $500.8 million, a 58.0% decrease in the
pooled balance.  All loans are interest only.  The current pooled
loan-to-value (LTV) ratio is 63.7% compared to 60.8% at
securitization.  However, the property composition of the pool has
changed with the more volatile hotel sector declining to 21.2% of
the pooled balance from 32.0% at securitization.

The largest pooled exposure is the City National Plaza Loan (63.8%
of the pool balance) which is secured by two office towers
totaling 2.6 million square feet located in downtown Los Angeles,
California.  The property performance is in line with Moody's
expectations.  Occupancy was 81.4% as of Dec. 31, 2007 compared to
63.3% at securitization.  The loan sponsors are CalSTRS, Thomas
Properties Group, Kings Capital, and Ken Piceme.  Moody's current
underlying rating is Baa1, the same as at securitization.

The second largest pooled exposure is the Radisson Ambassador
Plaza Hotel and Casino Loan (10.0% of the pool balance) which is
secured by a 233 room full-service hotel with a 15,000 square feet
casino located in San Juan, Puerto Rico.  The property's casino
revenue, which currently represents more than 50% of the total
revenue, has declined since securitization.  Year end 2005 casino
revenue of $19.6 million declined to $17.7 million as of year end
2007.  In addition, property operating expenses have increased
since securitization.  The loan sponsors are Whitehall Street
Global Real Estate LP 2001 and Caribbean Property Group.  Due to
the decrease in property performance, Moody's is placing on review
for possible downgrade the underlying rating of the pooled loan
and the associated rake classes of RAM-1 and RAM-2.

The third largest pooled exposure is Carr America National Pool
Portfolio Loan (6.5% of the pool balance) is a 7.5% portion of a
pari passu split loan structure.  There is also a $201.9 million
non-trust junior secured loan component and a $217.2 million
mezzanine loan.  The loan is secured by 37 office properties
located in eight office markets in six states.  The portfolio
contains approximately 12.4 million square feet, of which
7.1 million square feet represents the loan sponsor's wholly-owned
interests and its percentage ownership interests in joint venture
properties. Of the 7.1 million square feet, approximately
5.0 million square feet (23 properties) is secured by first
mortgage liens and 2.1 million square feet (14 properties) is
secured by a pledge of refinance and sale proceeds on 13 joint
ventures and one wholly-owned property in which the sponsor owns a
fee interest.  The pledged properties represent approximately
15.2% of the total allocated trust balance.  At securitization,
the portfolio contained 19.4 million square feet, of which
13.9 million square feet was collateral for the loan.  The
outstanding trust balance has decreased by 68.7% since
securitization due to the payment of property release premiums.  
The portfolio has geographic concentration in the San Jose,
California metro area.  As of March 2008, the loan collateral
secured by first mortgage liens had a weighted average occupancy
rate of 84.8%, compared to 86.6% for the current portfolio at
securitization.  At securitization, the Blackstone Group, the loan
sponsor, provided a guaranty to spend $88.5 million on capital
improvements, tenant improvements and leasing commissions.  
Moody's current underlying rating is Aa3, compared to A3 at
securitization.  Moody's current underlying ratings are A1, A2,
and A3 for the associated rake classes of CAN-1, CAN-2, and CAN-3,
respectively, compared to Baa1, Baa2, and Baa3 at securitization.

Upgrades of the remaining rake classes are described as:

The CarrAmerica CARP Pool Portfolio Loan (0.8% of the pool
balance) is the 7.5% portion of a pari passu split loan structure.
There is also a $22.8 million non-trust junior secured loan
component and a $21.6 million mezzanine loan.  The loan is secured
by four office properties located in San Mateo, California,
Mountain View, California and Austin, Texas (two properties).  The
portfolio currently contains 719,027 square feet, compared to
2.1 million square feet in 11 properties at securitization.  The
outstanding trust balance has decreased by approximately 73.7%
since securitization due to the payment of property release
premiums.  As of March 2008, the portfolio had a weighted average
occupancy of 81.4%, compared to 95.4% at securitization for the
current portfolio.  At securitization, the Blackstone Group, the
loan sponsor, provided a guaranty to spend $9.8 million on capital
improvements, tenant improvements and leasing commissions.  
Moody's current underlying rating is Aa3, compared to A3 at
securitization.  Moody's current underlying ratings are A1, A2,
and A3 for the associated rake classes of CAC-1, CAC-2, and CAC-3,
respectively, compared to Baa1, Baa2, and Baa3 at securitization.

The Snake River Lodge and Spa Loan (2.6% of the pool balance) is
secured by a 93 room full-service hotel located in Jackson Hole,
Wyoming.  The property's performance has continued to improve.  
RevPAR and net cash flow were $162 and $2.54 million as of Dec.
31, 2007 compared to $149 and $2.46 million as of Dec. 31, 2006.  
The loan sponsors are Lodging Capital Partners and Citigroup
Property Investors.  Moody's current underlying rating is Baa1
compared to Baa2 at securitization.  Moody's current underlying
rating is Baa2 for the associated rake class of SRL compared to
Baa3 at securitization.


CLEVELAND UNLIMITED: Moody's Hold Junk Ratings on Weak Liquidity
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 corporate family
rating, the Caa3 probability of default rating, and the Caa2
secured bond rating of Cleveland Unlimited Inc.  The company cured
the breach of financial reporting covenants by providing financial
statements, but default risk remains high due to weak liquidity.  
Moody's also affirmed the SGL-4 speculative grade liquidity
rating.  The ratings outlook remains negative.

Cleveland Unlimited, Inc.

  -- Corporate Family Rating, Caa2
  -- Probability of Default Rating, Caa3
  -- Senior Secured Bonds, Caa2, LGD3, 36%
  -- Rating Outlook, Negative

Revol's ratings continue to incorporate the company's weak
liquidity profile and correspondingly high default risk, mitigated
somewhat by a marginally above-average recovery expectation in an
event of default scenario.  Moreover, ratings broadly reflect
ongoing weakness in fundamental operating performance, including
subscriber losses and high churn.  The value of owned spectrum
lends support to the company's ratings.

Based on information provided in its first quarter earnings call,
the company's cash position has improved somewhat from the
approximately $9 million of cash reported as of March 31, 2008.  
However, in Moody's view some of the improvement most likely
resulted from working capital movements, and Revol has not
demonstrated a sufficient turnaround in its core business or
improvement in its liquidity to warrant any positive rating
action.  The negative outlook incorporates Moody's expectation
that, over the course of the next year, the company will continue
to be challenged to remain liquid given the cash absorptive nature
of its business operations and the ongoing erosion of cash
balances.

Based in Independence, Ohio, Cleveland Unlimited, Inc., provides
wireless telecommunications services in Ohio.  Its annual revenue
is approximately $140 million.


COMMUNITY HEALTH: Fitch Holds 'CCC+/RR6' Rating on Unsecured Notes
------------------------------------------------------------------
Fitch Ratings has affirmed Community Health Systems, Inc.'s
ratings as:

  -- Issuer Default Rating at 'B';
  -- Secured Bank Credit Facility at 'BB-/RR2';
  -- Senior Unsecured Notes at 'CCC+/RR6'.

The Rating Outlook is Stable.  The ratings apply to approximately
$8.9 billion in debt outstanding as of March 31, 2008.

Community Health Systems' ratings reflect the company's strained
credit statistics as a result of incremental debt used to acquire
Triad Hospitals, Inc. in the third quarter of 2007 partially
offset by the company's strong recent operating performance and
rapid realization of acquisition synergies.  Community's debt,
leverage and cash flows all weakened considerably as a result of
incremental debt assumed to complete the acquisition of Triad
Hospitals in 3Q07.  Leverage increased from 2.90 times for the
last 12-months ended June 30, 2007 to 7.96x for the LTM ended
March 31, 2008 while free cash flow was a negative $38.8 million
for the LTM ended March 31, 2008.

Fitch notes that the LTM leverage and free cash flow figures do
not reflect a full year of contribution from the Triad hospitals.  
Fitch believes Community's credit metrics will improve from
current levels over the near term but will remain consistent with
a 'B' rating once the acquisition of Triad is annualized in the
third quarter.

Community demonstrated strong operating results and realization of
acquisition synergies during 1Q08. Community's same store
admissions growth of 3.8% was more than triple the industry
average of 1.2%, and the company's highest rate of growth in
several years.  In addition, same store EBITDA margins expanded as
a result of organic growth and cost management.  Community is also
ahead of schedule in achieving its targeted synergies from the
Triad acquisition, with approximately 24% of the $145 million in
targeted synergies for 2008 achieved in the first quarter.  

It appears that Community has been able to manage the Triad
integration without significant disruptions to the company's
operations.  Importantly, no disruptions in physician relations
are apparent.  Community is on-track with its 2008 physician
recruitment target and the rate of physician turnover has remained
consistent with historical levels of approximately 6%-7%.

In addition to recent operating strength, Community benefits from
a strong liquidity profile.  At March 31, 2008, liquidity was
provided by approximately $164 million in cash on hand,
$715 million in availability on the company's $750 million secured
revolving credit facility maturing July 2014, and a $300 million
delayed-draw term loan.  In addition, the company has the ability
to add up to $300 million in borrowing capacity to the credit
facility as a result of receivables transactions and up to
$600 million in additional term loan tranches.  Community also has
a favorable debt maturity profile, with no meaningful maturities
until after 2012.  Key covenants include maximum leverage (total
debt/EBITDA no more than 7.25x through March 2009), minimum
coverage (interest/EBITDA at least 1.75x through September 2009),
and limitations on liens, capital expenditures, and restricted
payments.

Community has used asset divestiture proceeds to reduce debt by
approximately $250 million over the past six months.  Going
forward, however, Fitch believes Community will focus on
deleveraging via EBITDA growth and allocate more cash flow to
internal investments, including acquisitions.  Fitch notes that
current industry challenges, including high levels of bad debt
expense and low patient volumes, could negatively affect the
company's ability to deleverage over the next couple of years.  
However, Fitch notes Community has the ability to reduce capital
expenditures and acquisitions and focus on debt reduction, if
necessary, if industry pressures are extreme.


CONTINENTAL AIRLINES: Posts $3MM Net Loss in 2008 2nd Quarter
-------------------------------------------------------------
Continental Airlines Inc. disclosed on Wednesday its financial
results for the second quarter ended June 30, 2008.  

The company reported a second quarter 2008 net loss of $3 million,
compared with net income of $228 million in the same period last
year.  Excluding $22 million of previously reported net after tax
special items, Continental recorded a net loss of $25 million.

The company said the combination of record high fuel prices,
weakening economic conditions and a weak dollar has resulted in
the worst financial environment for U.S. network carriers since
the September 11 terrorist attacks.

"My co-workers are doing a great job working through the
significant challenges facing our industry," said Larry Kellner,
Continental's chairman and chief executive officer.  "We will
continue to work together to react to the market and maintain our
focus on providing quality service to customers."

In response to these challenges, Continental implemented a number
of initiatives in the second quarter of 2008 to maintain its
competitive position in the industry and bolster its cash balance
including:

  -- Announcing capacity reductions beginning in September 2008,
     which Continental expects will result in a 10-percent decline
     in domestic mainline capacity, a 15.4-percent decline in
     domestic mainline departures and a 6.7-percent decline in
     consolidated capacity in the fourth quarter 2008 compared to
     the same period in 2007

  -- Accelerating the retirement of 67 Boeing 737-300 and 737-500
     aircraft, removing a majority of the least fuel efficient
     aircraft from its mainline fleet by the end of 2009, driving
     the difficult decision to eliminate approximately 3,000
     positions across all work groups

  -- Entering into a new seven-year capacity purchase agreement
     with ExpressJet Airlines Inc. to provide regional jet service
     at lower rates, resulting in approximately $50 million of
     annual savings
   
  -- Raising approximately $900 million through a variety of
     initiatives including an amended credit card marketing
     agreement, issuance of common stock, sale of Continental's
     remaining equity interest in Copa Holdings S.A. and several
     secured borrowings
    
  -- Entering into framework agreements for a planned transition
     to the Star Alliance, linking worldwide networks and services
     of alliance members including United, Lufthansa, Air Canada,
     Singapore, ANA and Air China, to benefit customers and create
     revenue opportunities, cost savings and other efficiencies

  -- Implementing a new checked bag policy charging non-Elite  
     customers on certain economy-class tickets a $25 service fee
     for a second checked bag, and numerous fuel surcharge and
     fare increases

               Second Quarter Revenue and Capacity

Total revenue for the quarter of $4.0 billion increased
$334 million, or 9.0 percent over the same period in 2007, as a
result of increased fuel surcharges on passenger tickets and on
cargo, as well as international growth, increased fees and fare
increases.  Passenger revenue grew $254 million, or 7.5 percent,
compared to the second quarter of last year.

"Despite solid operational and financial performance, we were
unable to generate enough revenue to keep pace with the
stratospheric increase in fuel prices," said Jeff Smisek,
president.  "We will continue to take actions to increase our
revenue and decrease our costs, while preserving our culture and
core product integrity."

Consolidated revenue passenger miles for the quarter increased 0.5
percent year-over-year on a capacity increase of 2.7 percent,
resulting in a second quarter consolidated load factor of 81.4
percent, 1.8 points below the second quarter record set in 2007.

Consolidated yield for the quarter increased 7.0 percent year-
over-year.  Consolidated revenue per available seat mile for the
quarter increased 4.6 percent year-over-year due to increased
yields.

Mainline RPMs in the second quarter of 2008 decreased 0.2 percent
compared to the second quarter 2007, on a capacity increase of 2.0
percent.  Mainline load factor was 81.7 percent, down 1.8 points
year-over-year.  Mainline yield increased 6.0 percent over the
same period in 2007.  As a result, second quarter 2008 mainline
RASM was up 3.8 percent over the second quarter of 2007.

            Second Quarter Operational Accomplishments

During the quarter, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 73.1 percent and a
systemwide mainline segment completion factor of 99.5 percent.

For the fifth straight year, Continental was named the "Best
Airline in North America" at the 2008 OAG Airline of the Year
Awards.

In conjunction with the Transportation Security Administration,,
Continental expanded its paperless boarding pass pilot program,
already in place at its Houston hub, to include its New York hub
at Newark Liberty International Airport as well as Washington
National Airport and Boston's Logan International Airport.  The
program allows customers to receive boarding passes electronically
on their cell phones or PDAs, which are scanned by TSA security
officers at the checkpoint and can be used to board Continental's
flights, eliminating the need for paper boarding passes.

During the quarter, Continental launched the first-ever nonstop
seasonal service between its hub at Cleveland Hopkins
International Airport and Charles de Gaulle Airport in Paris,
France.

                  High Fuel Costs Taking a Toll

Continental's mainline cost per available seat mile increased 15.1
percent (down 4.8 percent holding fuel rate constant and excluding
special charges) in the second quarter compared to the same period
last year.  The company's average price per mainline gallon of
fuel, including fuel taxes, increased 66.2 percent year-over-year.

"We had another quarter of outstanding cost control excluding the
impact of fuel," said Jeff Misner, Continental's executive vice
president and chief financial officer.  "The entire team continues
to impress me with their ability to find new ways to do things
better and more efficiently, helping us mitigate rising fuel
costs."

Record-high jet fuel prices are adversely affecting the company's
financial results.  In the second quarter of 2008, the price of a
barrel of West Texas Intermediate crude oil averaged almost $119
per barrel compared to less than $65 per barrel for the same
period last year, with crude oil prices peaking at $140.21 per
barrel and Gulf Coast jet fuel peaking at $169.79 per barrel
during the quarter.  Mainline fuel costs increased $542 million,
or 66 percent, in the second quarter compared to the second
quarter of 2007.

During the quarter, Continental also incurred additional fuel
costs of $124 million year-over-year that were included as part of
its regional capacity purchase cost.  As a result, the total year-
over-year impact of higher fuel costs on the company for the
second quarter was $666 million, accounting for the company's
increase in operating expenses compared to the second quarter of
2007.  Continental's annualized fuel costs increase by
approximately $43 million for each $1-per-barrel rise in the price
of crude oil.

During the quarter, Continental recognized a total of $112 million
in fuel hedging gains.  Of this total, $79 million of realized
gains were included as operating expenses when the underlying fuel
hedged was used.  The remaining $33 million are unrealized gains
which relate to fuel hedges for the third quarter of 2008 and
beyond which under accounting rules were required to be recognized
in the second quarter.  This $33 million of gains, which are
included in the company's statement of operations under
nonoperating income (expense), were caused by the company's hedge
positions in crude and heating oil experiencing a relatively
higher increase in value than the jet fuel being hedged.

As of July 16, 2008, Continental had hedged approximately 63
percent of the company's projected consolidated fuel requirements
for the third and fourth quarters of 2008, and had hedged
approximately 29 percent of its projected consolidated fuel
requirements for the first half of 2009.

                 Other Financial Accomplishments

During the quarter, Continental completed a public offering of 11
million shares of its common stock, raising net proceeds of
$162 million, and sold its remaining equity stake in Copa, raising
net proceeds of $149 million.

In June 2008, Continental amended its bankcard joint marketing
agreement with Chase bank, under which Chase purchases frequent
flyer mileage credits to be earned by OnePass members for making
purchases using a Continental Airlines credit card issued by
Chase.  Under the agreement, Continental received a payment of
$413 million, of which $235 million related to the advance
purchase of frequent flyer mileage credits and the balance of
which is in consideration of certain other commitments with
respect to the co-branding relationship, including the extension
of the term of the agreement until Dec. 31, 2016.

During the second quarter, Continental closed transactions to
borrow approximately $208 million under various debt agreements,
secured by aircraft purchase agreements and mainline jet aircraft.  
The company received net proceeds of $173 million and expects to
receive the remaining borrowings in the fourth quarter of 2008.

                        Current Liquidity

Continental ended the second quarter with approximately
$3.4 billion in unrestricted cash and short-term investments,
which is $604 million higher than at Dec. 31, 2007.

Additionally, the company held student loan-related auction rate
securities reported as non-current assets at June 30, 2008, with a
par value of $293 million and a fair value of $264 million.  At
Dec. 31, 2007, student loan-related auction rate securities
totaled $387 million (par and fair value) and were reported as
current assets ($285 million in short-term investments and
$102 million in restricted cash, cash equivalents and short-term
investments).  

                          Long-Term Debt

At June 30, 2008, the company had approximately $5.8 billion
(including current maturities) of long-term debt and capital lease
obligations, versus approximately $5.0 billion (including current
maturities) of long-term debt and capital lease obligations, at
Dec. 31, 2007.  The company does not currently have any undrawn
lines of credit or revolving credit facilities and substantially
all of its otherwise readily financeable assets are encumbered.
However, the company's unrestricted investment in student loan-
related auction rate securities are not pledged as collateral
under any of its debt.  The company was in compliance with all
debt covenants at June 30, 2008.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$13.8 billion in total assets, $12.1 billion in total liabilities,
and $1.7 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?2faa

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest  
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.  

                          *     *     *

The Troubled Company Reporter said May 21, 2008, that Moody's
Investors Service affirmed the B2 Corporate Family Rating of
Continental Airlines, Inc. as well as the ratings of its
outstanding corporate debt instruments and selected classes of
Continental's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-
2. The outlook has been changed to negative from stable.

As reported by the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.

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


CONTINENTAL VISTA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Continental Vista Broadcasting Group, Inc.
        395 Sawdust Road, Suite 2046
        Spring, TX 77380

Bankruptcy Case No.: 08-34552

Type of Business: The Debtor, through its subsidiary WhiteBlox,
                  delivers robust technology and application
                  services in a comprehensive production and  
                  delivery suite that allows companies to become
                  their own IPTV "broadcasters."
                  See http://www.whiteblox.com/

Chapter 11 Petition Date: July 16, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  (jkoenig@towkoenig.com)
                  Tow and Koenig PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors.


CREDIT SUISSE: Moody's Junks Ratings on Class P and Q Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded four classes and affirmed 13 classes of Credit Suisse
First Boston Commercial Mortgage Corp., Commercial Mortgage Pass-
Through Certificates, Series 2002-CKP1 as:

  -- Class A-2, $37,752,943, affirmed at Aaa
  -- Class A-3, $601,059,000, affirmed at Aaa
  -- Class A-X, Notional, affirmed at Aaa
  -- Class A-SP, Notional, affirmed at Aaa
  -- Class B, $39,715,000, affirmed at Aaa
  -- Class C, $13,652,000, affirmed at Aaa
  -- Class D, $26,063,000, affirmed at Aaa
  -- Class E, $14,893,000, upgraded to Aa1 from Aa2
  -- Class F, $13,652,000, upgraded to Aa3 from A1
  --Class G, $14,893,000, affirmed at A2
  -- Class H, $14,893,000, affirmed at Baa1
  -- Class J-AD, $4,572,741, affirmed at Baa2
  -- Class K-Z, $15,284,259, affirmed at Ba1
  -- Class L, $16,134,000, affirmed at Ba2
  -- Class M, $8,688,000, affirmed at Ba3
  -- Class N, $7,447,000, downgraded to B3 from B1
  -- Class O, $8,687,000, downgraded to Caa1 from B2
  -- Class P, $4,965,000, downgraded to Caa2 from B3
  -- Class Q, $4,964,000, downgraded to Ca from Caa2

Moody's upgraded Classes E and F due to increased defeasance and
credit support and overall stable pool performance.  Moody's
downgraded Classes N, O, P and Q due to increased realized and
estimated losses from specially serviced loans and increased loan
to value (LTV) ratio dispersion.

As of the June 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 13.7%
to $857.2 million from $992.9 million at securitization.  The
Certificates are collateralized by 146 loans, ranging in size from
less than 1.0% to 7.1% of the pool, with the top 10 non-defeased
loans representing 37.6% of the pool.  Twenty-seven loans,
representing 21.3% of the pool, have defeased and are
collateralized by U.S. Government securities.

Eleven loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $6.3 million.  Four
loans, representing approximately 2.8% of the pool, are in special
servicing.  Three of the specially serviced loans, representing
2.5% of the pool, are secured by Class B multifamily properties
located in Texas.  Moody's is estimating an aggregate loss of
$11.0 million from the specially serviced loans.

Thirty loans, representing 10.1% of the pool, are on the master
servicer's watchlist.  The master servicer's watchlist includes
loans which meet certain portfolio review guidelines established
as part of the Commercial Mortgage Securities Association's
monthly reporting package.  As part of our ongoing monitoring of a
transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance.  Not all loans
on the watchlist are delinquent or have significant issues.

Moody's was provided with year-end 2007 operating results for
86.0% of the pool, excluding the defeased loans.  Moody's weighted
average LTV is 82.5% compared to 83.5% at Moody's last full review
in August 2007 and 87.9% at securitization. Based on Moody's
analysis, 13.5% of the conduit pool has an LTV ratio in excess of
100.0% compared to 14.9% at last review and 0.8% at
securitization.  Approximately 5.7% of the conduit pool has an LTV
ratio in excess of 120.0% compared to 3.9% at last review and 0.0%
at securitization.

The top three loans represent 18.3% of the pool.  The largest loan
is the Metroplex West Loan ($60.9 million--7.1%), which is secured
by a 477,000 square foot power center located in Plymouth Meeting,
Pennsylvania.  The property is 100.0% occupied, the same as at
last review and at securitization.  The largest tenants are Giant
Foods, Best Buy and Dick's Sporting Goods.  The center is also
shadow-anchored by Target and Lowe's.  Moody's LTV is 72.3%
compared to 78.0% at last review.

The second largest loan is the 300 M Street Loan ($49.2 million--
5.7%), which is secured by a 280,000 square foot Class A office
building located in Washington, D.C.  The property is 100.0%
occupied, the same as at last review and at securitization.  The
largest tenants are Northrop Grumman (33.0% NRA; lease expiration
April 2011) and Lockheed Martin Corporation (26.0% NRA; lease
expiration April 2011).  Moody's LTV is 70.2% compared to 78.8% at
last review.

The third largest loan is the Shops at Deerfield Loan
($46.6 million--5.4%), which is secured by a mixed-use property
that includes 170,000 square feet of retail and 67,000 square feet
of office.  The property is located in Deerfield, Illinois.  The
property is 100.0% occupied, the same as at last review.  The
retail space is anchored by Whole Foods and Barnes & Noble (11.0%
GLA; lease expiration April 2015).  Moody's LTV is 84.9% compared
to 86.0% at last review.


CROWN CASTLE: S&P Chips Credit Rating to B+ with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston-
based wireless tower operator Crown Castle International Corp.,
including the corporate credit rating, which S&P lowered to 'B+'
from 'BB-'.  The outlook is stable.  Total funded debt as of
March 31, 2008, was $6 billion.
     
"The downgrade reflects the company's ongoing high leverage, which
totaled 9.3x for the 12 months ended March 31, 2008, including
preferred stock," said Standard & Poor's credit analyst Catherine
Cosentino, "and our expectations that leverage is not likely to
materially improve over the next few years."  Crown Castle
maintains an aggressive financial policy that incorporates
substantial ongoing debt-funded stock repurchases.  "Our current
expectation is that management is not likely to temper its
financial policy to allow for any leverage improvement," added
Ms. Cosentino, "but rather may be even more aggressive in stock
repurchases in light of current soft financial markets."


CSC HOLDINGS: DBRS Assigns 'BB(low)' Issuer Rating
--------------------------------------------------
DBRS assigned an Issuer Rating of BB(low) to CSC Holdings, Inc.
and a BB(low) Issuer Rating to Rainbow National Services LLC,
which are, respectively, direct and indirect wholly owned
subsidiaries of Cablevision Systems Corporation.  Additionally,
based on DBRSs leveraged finance rating methodology, DBRS has
assigned recovery ratings to the specific debt securities of CSC
Holdings, RNS and Cablevision and upgraded the instrument ratings
of CSC Holdings and Cablevision.

Specifically, DBRS recovery ratings and instrument ratings for CSC
Holdings are: Senior Secured Credit Facility rated RR1 and
upgraded to BBB(low) from BB(low) and Senior Unsecured Notes rated
RR2 and upgraded to BB(high) from B(high).  DBRS has also assigned
Newsday LLCs Senior Secured Term Loan RR2 and BB(high) ratings
given the senior unsecured guarantee from CSC Holdings.  
Cablevisions Senior Unsecured Notes were assigned a recovery
rating of RR6 and upgraded to B from B(low).  DBRS assigned
recovery ratings and instrument ratings to RNS as: Senior Secured
Credit Facility rated RR1 and BBB(low), Senior Unsecured Notes
rated RR2 and BB(high) and Senior Subordinated Notes rated RR6 and
B.  The trends are Stable.

The rating actions remove the ratings of CSC Holdings and
Cablevision from Under Review with Developing Implications where
they were placed on May 12, 2008, following Cablevisions
announcement that it will acquire 97% of Newsday Media Group from
Tribune Company.  The transaction values Newsday at $632 million,
with Tribune also receiving $18 million at closing as prepaid rent
for certain operating leases, for a total transaction value of
$650 million.

As part of this transaction (which has received customary
regulatory approval and is expected to close in the near term),
Tribune will contribute its Newsday assets to a new partnership,
with Cablevision contributing newly issued Cablevision debt with a
fair market value of $650 million at closing.  Additionally,
Newsday LLC will issue a secured term loan with proceeds paid to
Tribune to reduce Tribunes stake in Newsday to 3%.  This Newsday
debt will be guaranteed by CSC Holdings.  This transaction was
preceded by an announcement on May 7, 2008, that Cablevisions
media subsidiary, Rainbow Media Holdings LLC, had agreed to
acquire the Sundance Channel from General Electric Company, CBS
Corporation and Robert Redford for $496 million.  This transaction
was completed on June 17, 2008.

In light of these transactions, DBRS focused its review on the
impact of these acquisitions on the business and financial risk
profiles of both CSC Holdings and RNS.  While these acquisitions
do not directly add to the EBITDA of either of the two borrowing
groups (the Restricted Group  that is, the cable operations  or
RNS), DBRS believes the incremental debt to undertake these
acquisitions does not significantly alter their credit profiles.

DBRSs BB(low) Issuer Rating for CSC Holdings is supported by the
stable business risk profile of its cable business, which exhibits
investment-grade characteristics but is constrained by its
leverage as it effectively supports the CSC Holdings debt
obligations of $10.7 billion and, indirectly, Cablevisions
$1.5 billion of debt.  DBRS notes that Cablevisions incumbent
cable franchise generates good EBITDA growth, strong EBITDA
margins of 39% and a healthy level of cash flow from operations.  
DBRS believes that leverage remains high but reasonable at CSC
Holdings and its parent, Cablevision, with gross debt-to-EBITDA of
5.0 times currently, or less than 5.5 times on a pro forma basis,
including the guarantee from CSC Holdings to Newsdays prospective
$650 million term loan.

Furthermore, despite expected heightened competition for
Cablevision, DBRS believes that it should be well positioned to
defend against the deployment of video and bundled communications
services by the telcos.  DBRS expects Cablevisions cable franchise
to continue to generate good cash flow from operations to allow it
to further invest in subscriber growth and its network, including
its recently announced WiFi network deployment plan.

DBRSs Issuer Rating of BB(low) for RNS is supported by its strong
and growing demand for its national cable channels (AMC, IFC and
WE: Womens Entertainment), which generate above-average EBITDA
margins of 44% and sizable free cash flow.  DBRS notes that while
this business on its own may be at the lower end of investment
grade, its size, concentration, support of other Rainbow Media
businesses and leverage hinder its Issuer Rating.  While DBRS
notes debt reduction efforts in 2007 reduced leverage to its
current level (3.67 times gross debt-to-EBITDA from more than 5.0
times for the previous three years), DBRS estimates that leverage
has increased to 4.7 times on a pro forma basis, with RNS paying
for a portion of Cablevisions recent acquisition of Sundance
Channel.  Despite this additional leverage, DBRS expects good
levels of revenue growth going forward, which, in addition to free
cash flow, should allow RNS to continue to fund other Rainbow
Media businesses (such as its VOOM HD Networks business) and
possibly repay its higher debt levels.

At a distressed valuation level, DBRS believes the CSC Holdings
Senior Secured Credit Facility (guaranteed and secured by the
shares of most of the Restricted Group subsidiaries) has
outstanding prospects for full recovery of 100%.  As such, DBRS
has assigned this debt a recovery rating of RR1 and an instrument
rating of BBB(low), three notches above the CSC Holdings Issuer
Rating of BB(low).  DBRS notes that even in the worst valuation
scenario, where the cable enterprise value plummets by 62% from
the current implied enterprise value, the senior secured lenders
should experience full recovery.

The CSC Holdings Senior Unsecured Notes has a meaningful residual
valuation claim after the secured creditors have been paid.  As
such, the recovery rating on these unsecured notes is RR2 and
assumes a substantial recovery of 76%.  This debt is rated
BB(high), two notches above the CSC Holdings BB(low) Issuer
Rating.

In terms of the Newsday LLC Senior Secured Term Loan, DBRS has
assigned a recovery rating of RR2 as CSC Holdings has provided a
senior unsecured guarantee.  While the Issuer Rating at this level
would not likely be the same as CSC Holdings given the challenging
newspaper market and its leverage, DBRS notes that the CSC
Holdings guarantee raises this instrument rating to the CSC
Holdings senior unsecured rating of BB(high).

The Senior Unsecured Notes of the parent company, Cablevision,
have been assigned a recovery rating of RR6 given the 0% recovery
prospect.  This debt is rated B, two notches below the CSC
Holdings BB(low) Issuer Rating.  These notes are last in line in
the event of default behind all the secured and unsecured CSC
Holdings debt.

At a distressed valuation level, DBRS believes the RNS Senior
Secured Credit Facility has outstanding prospects for full
recovery of 100%.  As such, DBRS has assigned this debt a recovery
rating of RR1 and an instrument rating of BBB(low), three notches
above the RNS BB(low) Issuer Rating.  DBRS notes that even in the
worst valuation scenario, where the RNS enterprise value plummets
by nearly 70% from the current implied enterprise value, the
senior secured lenders should experience a substantial recovery of
85%.

The RNS Senior Unsecured Notes have a meaningful residual
valuation claim after the secured creditors have been paid.  As
such, the recovery rating on these notes is RR2 and assumes a
substantial recovery of 80.6%.  For this reason, this debt is
rated BB(high), two notches above the RNS BB(low) Issuer Rating.

Finally, the RNS Senior Subordinated Notes have been assigned a
recovery rating of RR6 given the 0% recovery prospect.  This debt
is rated B, two notches below the RNS BB(low) Issuer Rating.  
These notes are last in line in the event of default behind all
the RNS secured and unsecured debt.


CW MINING: Creditors and Union Sue Aquila for "Garnishing" Funds
----------------------------------------------------------------
Five secured creditors of C.W. Mining Corp. and a union sued
Aquila Inc., now part of Kansas City Power & Light Co., alleging
that Aquila caused the Debtor's bankruptcy, Wichita Business
Journal and The Salt Lake Tribune report.

World Enterprises, ABM Inc., Security Fundings Inc., C.O.P. Coal
Development Co., Standard Industries Inc. and the International
Association of Unified Workers' Union filed the case on July 10,
2008 with the U.S. District Court of Utah, the reports say.

The petitioners said that the Debtor couldn't pay its debts after
Aquila "garnished" the Debtor's bank funds, the reports relate.  
In the filing, the petitioners alleged that Aquila took about
$275,000, which was a collateral securing the Debtor's debt owed
to World, ABM, Security Fund and Standard, the reports note.

The petitioners also asserted that Aquila's demand for a
$24.8 million judgment prevented the Debtor from paying for a
mining equipment, according to the reports.

The Troubled Company Reporter said on Feb. 28, 2008, that Aquila
is among the three creditors that filed for involuntary chapter 11
bankruptcy against C.W. Mining.  Aquila's demand for a
$24.8 million judgment, the Debtor said that the claim is still on
dispute since the verdict issued by the Hon. Tena Campbell of the
U.S. District Court has been appealed.  At a trial, Judge Campbell
found that the Debtor missed the delivery of several thousands of
tons of coal and subsequently awarded Aquila the $24.8 million
judgment.  The Debtor claims that two out of the three creditors
weren't fit to file the involuntary petition.

After Aquila's acquisition by Black Hills Corp. and Great Plains
Energy Inc., all pending lawsuit involving Aquila will be handled
by Kansas City Power & Light Co., a wholly owned subsidiary of
Great Plains, Business Journal says, citing Katie McDonald,
spokeswoman for KCP&L.

                         About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. (NYSE: ILA) --
http://www.aquila.com/-- owns electric power generation and
operates electric and natural gas transmission and distribution
networks serving over 900,000 customers in Colorado, Iowa, Kansas,
Missouri and Nebraska.  Black Hills Corp. Rapid City, SD and Great
Plains Energy Incorporated entered into a merger acquisition
agreement with Aquila Inc.  Black Hills completed a $940 million
cash purchase of five Aquila Inc. utilities in four states --
electric utility in Colorado and four natural gas utilities in
Colorado, Iowa, Kansas and Nebraska.

Great Plains Energy, Inc. (NYSE: GXP) --
http;//www.greatplainsenergy.com/ -- headquartered in Kansas City,
Mo., is the holding company for Kansas City Power & Light, a
leading regulated provider of electricity in the Midwest.  Aquila
is now a unit of Kansas City Power & Light Co., --
http://www.kcpl.com/-- Great Plains' wholly owned subsidiary.  

Rapid City, South Dakota-based Black Hills Corporation (NYSE: BKH)
-- http://www.blackhillscorp.com/-- is a diversified energy  
company. Its utility businesses serve western South Dakota,
northeastern and southeastern Wyoming, and southeastern Montana.  
The corporation’s non-regulated energy businesses generate
electricity, produce natural gas, oil and coal, and market energy.

                        About C.W. Mining

Salt Lake City, Utah-based C.W. Mining Co., dba Co-Op Mining
Company, mines coal near the base of Huntington Canyon in Emery
County.

In 2003, about 75 workers were on strike alleging low pay and
unsafe working condition in the company's mine.  The workers also
demanded re-employment of those who were fired because of union
membership.  The workers had planned to form the United Mine
Workers.  However, C.W. Mining continues to employ non-union
workers.

Creditors, Aquila Inc., House of Pumps Inc., and Owell Precast
LLC filed involuntary chapter 11 petition against C.W. Mining on
Jan. 8, 2008 (Bankr. D. Utah Case No. 08-20105).  Keith A. Kelly,
Esq., represents the petitioning creditors.  Aquila seeks judgment
of $24,841,988, House of Pumps demands repayment of trade debt
worth $19,256 and Owell Precast demands payment of $3,440 in trade
debt.


CWALT INC: Moody's Assigns Low-B Ratings on 15 Classes of Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 40
tranches from 10 Alt-A transactions issued by Countrywide in 2006.  
Additionally, 18 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, adjustable-rate, Alt-A mortgage loans.

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.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions described are a
result of Moody's on-going review process.

Complete rating actions are:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC10

  -- Cl. 1-A, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-2A, Downgraded to A1 from Aaa
  -- Cl. 2-A-2B, Downgraded to Ba3 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba2 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC11

  -- Cl. 1-A, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2A, Downgraded to A1 from Aaa
  -- Cl. 2-A-2B, Downgraded to Ba3 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba2 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC2

  -- Cl. 1-A, Downgraded to A1 from Aaa
  -- Cl. 2-A-2, Confirmed at Aaa
  -- Cl. 2-A-3, Downgraded to A1 from Aaa
  -- Cl. M-1, Confirmed at B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC3

  -- Cl. 1-A-1, Confirmed at Aaa
  -- Cl. 1-A-2, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-2, Downgraded to A2 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Confirmed at B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC4

  -- Cl. 1-A, Downgraded to A1 from Aaa
  -- Cl. 2-A-1, Confirmed at Aaa
  -- Cl. 2-A-2A, Confirmed at Aaa
  -- Cl. 2-A-3, Downgraded to A1 from Aaa
  -- Cl. 2-A-2B, Downgraded to A1 from Aaa
  -- Cl. M-1, Confirmed at B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC5

  -- Cl. 1-A, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-1, Confirmed at Aaa
  -- Cl. 2-A-2A, Downgraded to A3 from Aaa
  -- Cl. 2-A-2B, Confirmed at Aaa
  -- Cl. 2-A-2C, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa2 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC6

  -- Cl. 1-A, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2A, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-2B, Downgraded to Ba3 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba2 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC7

  -- Cl. 1-A, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-2A, Confirmed at Aaa
  -- Cl. 2-A-2B, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba1 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC8

  -- Cl. 1-A-1, Downgraded to Baa2 from Aaa
  -- Cl. 1-A-2, Confirmed at Aaa
  -- Cl. 1-A-3, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-1A, Confirmed at Aaa
  -- Cl. 2-A-1B, Confirmed at Aaa
  -- Cl. 2-A-1C, Confirmed at Aaa
  -- Cl. 2-A-1D, Confirmed at Aaa
  -- Cl. 2-A-1E, Confirmed at Aaa
  -- Cl. 2-A-2A, Confirmed at Aaa
  -- Cl. 2-A-2B, Confirmed at Aaa
  -- Cl. 2-A-2C, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba1 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC9

  -- Cl. A-1, Downgraded to Aa3 from Aaa
  -- Cl. A-2A, Downgraded to A1 from Aaa
  -- Cl. A-2B, Downgraded to Ba3 from Aaa
  -- Cl. A-3, Downgraded to Ba2 from Aaa


DANIEL FERMAN: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daniel E. Ferman
        39 Woodlake Drive
        Newnan, GA 30265

Bankruptcy Case No.: 08-11991

Type of Business: The Debtor is engaged in the health care
                  business.

Chapter 11 Petition Date: July 17, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: H. Matthew Horne, Esq.
                  Email: matt@newnanlaw.com
                  Rosenzweig, Jones, Horne & Griffis, P.C.
                  32 S. Court Square
                  P.O. Box 220
                  Newnan, GA 30264
                  Tel: (770) 253-3282
                  http://www.lawyers.com/rjm/

Total Assets: $1,579,921

Total Debts:  $1,791,000

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

      http://bankrupt.com/misc/ganb08-11991.pdf


DAVIS SQUARE: Moody's Junks Rating on $54MM Class B Notes Due 2039
------------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Davis Square Funding II, Ltd.:

Class Description: $54,000,000 Class B Floating Rate Notes Due
2039

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $15,000,000 Class C Floating Rate Notes Due
2039

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the structured finance
securities.


DELTA AIR: Expects Increase in Cargo Biz Revenue to $600 Million
----------------------------------------------------------------
Delta Air Lines, Inc. is looking to grow its cargo business by
$600,000,000 in revenue in 2008, from $482,000,000 in 2007,
according to The Atlanta-Journal Constitution.

Delta invested in among others, a $2,000,000 set of four giant
coolers and infrastructure in its hub in Atlanta, Georgia, which
it will use to store perishable shipments, particularly
temperature-sensitive pharmaceuticals, the report says.

Additionally, Delta's cargo division in Atlanta also adopted in
May 2008, technological improvements, including the scanning
technology, which Delta expects to roll out to other hubs by the
end of 2008, according to the newspaper.

Delta "largely ignored" its cargo business when it underwent
financial trouble, which ultimately led to its filing for Chapter
11 protection in September 2005, Vice President for Delta --
Cargo Division Neel Shaah told AJC.

As Delta grows in its share of international flights, cargo rises
in importance, AJC notes, quoting Mr. Shaah.

Delta's cargo operation employs 775 people, including about 300
in Atlanta.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: Terminates Flights in Toledo, Ohio & Lansing, Michigan
-----------------------------------------------------------------
Delta Air Lines, Inc. said it will discontinue all passenger
service to and from Toledo Express Airport in Ohio, effective
September 1, "due to high fuel prices," Toledoblade.com reports.

The elimination of Delta's remaining three daily flights to
Cincinnati follows the airline's decision earlier in 2008, to
stop its Toledo service to Atlanta, Georgia, the report says.

Similarly, Delta told officials at Lansing, Michigan, that it is  
dropping its three daily flights at Capital Region International
Airport by the end of August, according to the Lansing State
Journal.

Delta will leave two dozen people from Lansing, Michigan,
unemployed, the report notes.

In a statement addressed to Lansing officials, Delta said its
exit is part of a move to reduce "select flights that cannot be
profitable" because of record-high fuel prices over the past
year.

The Troubled Company Reporter said on June 20, 2008, that in
response to rising fuel costs, the company is adding to
previously announced plans to reduce domestic capacity by 10% year
over year in the second half this year and now plans for total
domestic capacity reductions of 13% in the second half of 2008.  
As previously announced, Delta plans to remove the equivalent of
15 to 20 mainline and 60 to 70 regional jet aircraft from its
operation by the end of 2008.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: To End ExpressJet Delta Operations by September 1
------------------------------------------------------------
Delta Air Lines Inc. and ExpressJet mutually agreed to cease all
ExpressJet Delta Connection operations as of Sept. 1, 2008.

ExpressJet currently operates 23 ERJ-145 aircraft for Delta
Connection on flights that primarily operate out of Los Angeles
and Salt Lake City.  Delta intends to award a portion of this
flying, including all routes currently operated by ExpressJet at
its Salt Lake City hub, to another Delta Connection carrier.
Delta will rebook customers whose scheduled service is impacted
by these changes.

"We are pleased to be able to reach a mutual agreement on the
termination of our partnership with ExpressJet," said Don
Bornhorst, senior vice president for Delta Connection.  "While we
expect minimal impact to customers, Delta will work to ensure
that alternate transportation options are arranged as quickly as
possible."

"With the losses we were experiencing from our Delta pro-rate
flying combined with our ability to return aircraft to the
lessor, this termination of service is in the best interest of
our company," said Jim Ream, ExpressJet president and chief
executive officer.

After September 1, ExpressJet will retain the 23 ERJ-145 aircraft
it currently flies Delta Connection.

Customers with impacted flights scheduled on ExpressJet will
be notified by Delta reservations agents and offered alternate
flights or refunds if their flights have been cancelled.   
Customers can also contact Delta directly at 1-800-221-1212.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA MUTUAL: Posts $2,623,149 Net Loss in 2008 First Quarter
-------------------------------------------------------------
Delta Mutual Inc. reported a net loss of $2,623,149 for the first
quarter ended March 31, 2008, compared with a net loss of
$1,067,882 in the same period last year.  The company attributes  
its net loss for the current quarter to operating expenses related
to the South American Hedge Fund.  

Investment results for the quarter ended March 31, 2008, was a
loss of $2,060,953, compared to a loss of $483,523 in the
corresponding period in 2007.  The company recognizes revenue from
the results of its investment portfolio as the difference between
proceeds from the sale of securities and their acquisition cost,
less commissions paid to the firm that conducts the securities
transactions.

              Membership Interest Purchase Agreement

On March 4, 2008, the company entered into a Membership Interest
Purchase Agreement with Egani Inc., an Arizona corporation.  
Pursuant to the agreement, the company acquired from Egani 100% of
the issued and outstanding membership interests held by Egani in
Altony S.A., an Uruguay Sociedad Anonima, which owns 100% of the
issued and outstanding membership interests in South American
Hedge Fund LLC, a Delaware limited liability company.  

At the closing of the agreement, the company issued 130,000,000
shares of its common stock to Egani for the purchase of all of its
interest in Altony which constituted, following such issuance, a
majority of the outstanding shares of the company's common stock.
Immediately following the closing of the agreement, Altony became
a wholly owned subsidiary of the company.  For accounting
purposes, the transaction was treated as a recapitalization of the
company with Altony as the acquirer.

The principal business of Altony is the ownership and management
of South American Hedge Fund, a hedge fund that maintains its
business office in Uruguay and invests in public and private
securities of the United States and Latin American countries.
South American Hedge Fund also plans to proceed with investments
in oil and gas concessions in Argentina and intends to focus its
investments in the energy sector, including development of energy
producing investments and alternative energy production in Latin
America and the United States.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$5,206,301 in total assets, $4,445,861 in total liabilities,
$225,576 in minority interest in consolidated subsidiaries, and
$534,864 in total stockholders' equity.

At March 31, 2007, the company had total assets of $7,563,657.  
The decrease in total assets was primarily due to the decrease in
investments of approximately $2,300,000.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,424,207 in total current assets
available to pay $4,445,861 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?2f96

                       Going Concern Doubt

Wiener, Goodman & Company, P.C., in Eatontown, N.J., expressed
substantial doubt about Delta Mutual Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.
The auditing firm reported that the company has a deficiency in
working capital at Dec. 31, 2007, incurred losses from operations
since inception, needs to obtain additional financing to meet its
obligations on a timely basis and to fulfill its proposed
activities and ultimately achieve a level of sales adequate to
support its cost structure.

The company presently does not have sufficient liquid assets to
finance its anticipated funding needs and obligations.

                        About Delta Mutual

Headquartered in Sellersville, Pennsylvania, Delta Mutual Inc.
-- http://www.deltamutual.com/-- was incorporated in Delaware on  
Nov. 17, 1999.  Since 2003, when the current management joined the
company, its principal business activities have focused on
providing environmental and construction technologies and services
to certain geographic reporting segments in the Far East, Middle
East and the United States.

The company's wholly owned subsidiary, Altony S.A., owns 100% of
the issued and outstanding membership interests in South American
Hedge Fund LLC, which has initially focused on oil and gas
investments in Argentina and intends to continue its focus on the
energy sector, including the development and supply of energy and
alternate energy sources in Latin America and the United States.

In August 2007, South American Hedge Fund LLC signed a purchase
option for a partial interest in three oil and gas concessions in
Argentina.  South American Hedge Fund LLC is in the process of
obtaining the necessary government and environmental permits to
operate these concessions.

Delta Mutual Inc. intends to continue its environmental and
construction technology and service activities.  Its environmental
activities are conducted by its joint venture subsidiary Delta-
Envirotech Inc., headquartered in Virginia.  The construction
technology activities are conducted by the company's wholly owned
subsidiary Delta Technologies Inc. that holds intellectual
property rights and has filed a patent for a new insulating
concrete wall forming system now known as Delta Wall.


DE MEER: Fitch Affirms 'BB' Rating on $19.199MM Class E Notes
-------------------------------------------------------------
Fitch has affirmed six classes of notes issued by De Meer Middle
Market CLO 2006-1, Ltd./LLC.  These rating actions are effective
immediately:

  -- $165,592,208 class A-1 notes affirmed at 'AAA';
  -- $ 70,968,089 class A-2 notes affirmed at 'AAA';
  -- $ 9,256,707 class B notes affirmed at 'AA';
  -- $ 29,141,486 class C notes affirmed at 'A';
  -- $ 16,113,528 class D notes affirmed at 'BBB';
  -- $ 19,199,097 class E notes affirmed at 'BB'.

De Meer 2006-1 is a cash flow collateralized loan obligation that
closed August 16, 2006, with De Meer Asset Management as
collateral manager, a division of LaSalle Financial Services, Inc.
Subsequent to an acquisition of LaSalle Bank Corporation and
LaSalle Bank, N.A. in October 2007, Banc of America Securities LLC
has assumed collateral management responsibilities.  As of the
May 30, 2008 trustee report, De Meer 2006-1 had a portfolio
composed of senior secured loans, primarily invested in
traditional middle market loans (54.3%), larger middle market
loans (33.7%), and broadly syndicated loans (12.0%).  While De
Meer 2006-1 is a static transaction, the deal allows for the
substitution of loans that have prepaid.  The substitution period
will end in October 2009.

The affirmations are the result of stable credit enhancement
levels, as the portfolio has performed within Fitch's expectations
since the closing date.  The stability of the credit enhancement
levels is due to the pro-rata redemption of notes from principal
proceeds.  As of the May 30, 2008 trustee report, approximately,
14% of the original capital structured has been paid off.  Also,
the rated notes remain overcollateralized by approximately $31.0
million.  The general overcollateralization ratio was at 110.02%,
relative to a trigger of 106.00%, and the weighted average spread
was at 3.14%, relative to a trigger of 3.00%.  Further, there were
no defaulted assets in the current portfolio.  Since closing, the
portfolio has experienced losses amounting to approximately
$2.5 million, or 0.61%, of the initial collateral pool.  The loss
stemmed from the sale of a credit impaired asset in early 2008.

Approximately 38.6% of the collateral is publicly rated by at
least one rating agency, with 1.54% of the assets currently on
Rating Watch Positive by at least one agency, 7.87% on Rating
Watch Negative, and an additional 1.71% on Rating Outlook
Negative.  The remainder of the portfolio was shadow rated by
Fitch.  Overall, the average collateral credit quality is 'B/B-'
compared to a covenant of 'B' at close.  This reflects, in part,
the natural credit migration associated with a mostly static
portfolio.

The top three industry concentrations in De Meer 2006-1's
portfolio are business services (9.8%), transportation (9.7%), and
healthcare (9.6%).  The single largest obligor represents 3.4% of
the collateral pool.  While the portfolio includes some obligors
exposed to softening auto and housing-related sectors, this
exposure appears manageable at this juncture.  Still, Fitch will
continue to monitor the portfolio quality and the alignment
between the credit support available to the notes and their
ratings.  

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

Fitch released updated criteria on April 30, 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, reducing such ratings for default analysis
purposes by two and one notch, respectively.  Fitch has noted its
review will be focused first on ratings most exposed to risks it
has highlighted in its updated criteria.  Committees are also
reviewing transactions that are least impacted by the new criteria
and/or portfolio migration.


DISTRIBUTED ENERGY: $10.18MM Sale to Proton Business Approved
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Distributed Energy Systems Corp. to sell its Proton
Energy Systems Inc. business, Bill Rochelle of Bloomberg News
reports.

As reported by the Troubled Company Reporter on June 12, 2008,
Distributed Energy and its affiliates asked the Court to approve a
proposed bidding procedures for the sale of their Proton Energy
and Northern Power Systems Inc. units, subject to better and
higher offers.  A July 10 auction was set for both assets.

A. Proton Energy

The Debtors and Baker Companies Inc. reached an agreement on June
4, 2008, wherein Baker will purchase all outstanding capital stock
of Proton.  At a July 10 auction, the price rose $637,000 to
$10.187 million, according to Mr. Rochelle.

A full-text copy of Proton's asset purchase agreement is available
for free at http://ResearchArchives.com/t/s?2da0

B. Northern Power

The Debtors entered into a $10,500,000 asset purchase agreement
dated June 4, 2008, with NEA Acquisition Corp.  The deal includes
the assumption of certain liabilities.  According to Mr. Rochelle,
there was a $9.2 million contract for the business.  

A full-text copy of Northern's asset purchase agreement is
available for free at http://ResearchArchives.com/t/s?2d9f

                          DIP Financing

As reported by the Troubled Company Reporter on June 17, 2008, the
Hon. Mary F. Walrath of the United States Bankruptcy Court for the
District of Delaware authorized Distributed Energy and Northern
Power Systems Inc. to obtain, on an interim basis, up to $2,00,000
in postpetition financing under a secured loan facility from
Perseus Partners VII LP, as lender.

A hearing is scheduled for June 25, 2008, at 2:00 p.m., to
consider final approval of the Debtors' DIP request.

Judge Walrath also authorized the Debtors to use Perseus' cash
collateral.

                   About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq: DESC) -- http://www.distributed-energy.com/-- through      
its subsidiaries, engages in the design, development, manufacture,
and sale of on-site hydrogen gas delivery systems worldwide.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq. and Robert F. Poppiti, Jr., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their claims agent.  An Official Committee of
Unsecured Creditors has been appointed in the case.  No
professionals have yet been appointed for the Committee.  The
Debtors disclosed in its schedules, assets of $19,593,387 and
debts of $43,558,713.


DLN HOLDINGS: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DLN Holdings, LLC
        600 Galleria Pkwy., Ste. 1400
        Atlanta, GA 30339

Bankruptcy Case No.: 08-73438

Chapter 11 Petition Date: July 17, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: James C. Cifelli, Esq.
                     Email: jcifelli@lcsslaw.com
                  Lamberth, Cifelli, Stokes & Stout, PA
                  East Tower, Ste. 550
                  3343 Peachtree Rd., N.E.
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  http://www.lcsslaw.com/

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

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

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chubb Group of Insurance Cos.  Trade debt            $120,000
P.O. Box 7777-1630
Philadelphia, PA 19175-1630
Attn: D. Scott Dalton, Senior
Vice-President
Chubb & Son
3445 Peachtree Rd. N.E.,
Ste. 900
Atlanta, GA 30326
Tel: (404) 266-4000

Wachovia Premium Finance, Inc. Insurance financing   $108,000
227 West Trade St., Ste. 1500
Charlotte, NC 28202
Attn: Kathryn Wamboldt,
Manager
Wachovia Premium Finance, Inc.
227 West Trade St., Ste. 1500
Charlotte, NC 28202
Tel: (800) 791-7901
Fax: (919) 234-2760


DRACO 2007-1: Default Cues Moody's to Junk Ratings on Notes
-----------------------------------------------------------
Moody's Investors Service downgraded ratings of three classes of
notes issued by Draco 2007-1, Ltd.  The notes affected by the
rating action are:

Class Description: $1,250,000,000 Class A-1S Variable Funding
Senior Secured Floating Rate Notes due April 2047

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

Class Description: $282,000,000 Class A-1J Senior Secured Floating
Rate Notes due April 2047

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

Class Description: $120,000,000 Class A2 Senior Secured Floating
Rate Notes due April 2047

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

The transaction experienced, as reported by the Trustee on Feb.
12, 2008, 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 Feb. 22, 2007.  This event of default is still
continuing.  Draco 2007-1, Ltd. is a hybrid collateralized debt
obligation backed primarily by a portfolio of RMBS securities, CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and 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 a majority
of the Controlling Class directed the Trustee to proceed with the
disposition of the Collateral, in accordance with relevant
provisions of the transaction documents.

The Trustee also notified Moody's that all of the Collateral has
been sold and that a final distribution will be made by the
Trustee applying the proceeds of the liquidation in accordance
with the priority of payments set forth in the Indenture.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.


EARTH BIOFUELS: Restructures Promissory Notes, Erases $4MM Debt
---------------------------------------------------------------
Earth Biofuels Inc. disclosed a restructuring of certain
promissory notes which has resulted in the reduction of $4,000,000
of senior secured debt on its biodiesel production facility
located in Durant, Oklahoma.  This reduction is part of the
company's plan to produce biodiesel at the facility using yellow
grease and animal fats feedstocks.

Through the execution of an Amended and Restated Credit Agreement,
Guarantee and Collateral Agreement with Fourth Third LLC as part
of the company's liquefied natural gas spin-off transaction, an
existing $9,000,000 Promissory Note with Fourth Third was replaced
by a new $5,000,000 Promissory Note with Fourth Third.  The new
$5,000,000 Promissory Note is secured by Earth Biofuels' biodiesel
production facility in Durant, Oklahoma.  The $4,000,000 debt
reduction was converted to the $34 million Promissory Note held by
Fourth Third from PNG Ventures Inc., which is secured by PNG
Ventures' LNG processing facility in Topock, Arizona.

Earth Biofuels is pursuing an engineering upgrade to its Durant
biodiesel facility to allow for the pre-treatment of high free
fatty acid feedstock oils and to increase its production capacity
to 20 million gallons per year.

                     About Earth Biofuels

Headquartered in Dallas, Texas, Earth Biofuels Inc. --
http://www.earthbiofuels.com/-- (OTC BB: EBOF) engages in the     
production, distribution, and sale of renewable fuels, with a
focus on biodiesel fuel, in the United States.  The company
produces pure biodiesel fuel (B100) through the utilization of
vegetable oils, such as soy and canola oil as raw material.  The
company distributes petroleum/biodiesel blended fuel, such as B20
through wholesale distributors, truck stops, and fueling stations.  
Earth Biofuels also produces and markets liquefied natural gas.

On July 11, 2007, five creditors with claims of around $33 million
filed an involuntary chapter 7 petition against the company
(Bankr. D. Del. Case. No. 07-10928).  Adam G. Landis, Esq., and
Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the
petitioners.  A hearing to consider approval of an interim
settlement agreement entered into by the company and its creditors
is set for Dec. 10, 2007.  The agreement provides for the
dismissal of the involuntary chapter 7 petition in exchange for
the Debtor admitting its liability under a $52 million loan.  In
December 2007, the Court dismissed the chapter 7 petition.

At March 31, 2008, the company's balance sheet showed total assets
of $76.9 million and total liabilities of $139.0 million,
resulting in a stockholders' deficit of $63.0 million.


EASYREST INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Easyrest, Inc.
        3131 Industrial Parkway
        Jeffersonville, IN 47130

Bankruptcy Case No.: 08-91837

Chapter 11 Petition Date: July 16, 2008

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Henry Kinzer Jarrett, III, Esq.
                  (henryk@iglou.com)
                  200 South 5th, Suite 10 N
                  Louisville, KY 40202
                  Tel: (502) 584-1374

Total Assets: $46,155

Total Debts: $1,051,117

A copy of Easyrest, Inc.'s petition is available for free at:

           http://bankrupt.com/misc/insb08-91837.pdf


ERIC CAMPBELL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eric Dwayne Campbell
        Valliere Campbell
        1235 Windsor Harbor Drive
        Jacksonville, FL 32225

Bankruptcy Case No.: 08-51832

Chapter 11 Petition Date: July 15, 2008

Court: Middle District of Georgia (Macon)

Judge: James D. Walker, Jr.

Debtor's Counsel: Ward Stone, Jr., Esq.
                  Stone & Baxter, LLP
                  577 Mulberry Street, Suite 800
                  Fickling and Co. Building
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  (wstone@stoneandbaxter.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


EUGENE CASSIDY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Eugene F. Cassidy
        303 Huntington Way
        Smithfield, VA 23430

Bankruptcy Case No.: 08-72351

Chapter 11 Petition Date: July 16, 2008

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Seth A. Schoenfeld, Esq.
                  (sas74a@aol.com)
                  John W. Lee, P.C.
                  Pembroke Four, 291 Independence Blvd., Suite 530
                  Virginia Beach, VA 23462
                  Tel: (757) 961-8553

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb08-72351.pdf


FIRST UNION: Moody's Affirms Junk Ratings on Three Note Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed ten classes of First Union-Lehman Brothers-Bank of
America Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 1998-C2 as:

  -- Class IO, Notional, affirmed at Aaa
  -- Class B, $147,361,338, affirmed at Aaa
  -- Class C, $170,402,000, affirmed at Aaa
  -- Class D, $204,483,000, affirmed at Aaa
  -- Class E, $68,161,000, affirmed at Aaa
  -- Class F, $51,121,000, affirmed at Aaa
  -- Class G, $102,241,582, upgraded to Aa3 from Baa1
  -- Class H, $17,040,241, upgraded to Baa1 from Baa3
  -- Class J, $34,080,482, affirmed at B1
  -- Class K, $51,120,723, affirmed at Caa1
  -- Class L, $34,080,482, affirmed at Caa3
  -- Class M, $7,831,748, affirmed at C

Moody's upgraded Classes G and H due to increased credit support
from loan payoffs and amortization.

As of the June 18, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
73.9% to $887.9 million from $3.4 billion at securitization.  The
Certificates are collateralized by 185 loans ranging in size from
less than 1.0% to 11.8% of the pool, with the 10 largest loans
representing 45.6% of the pool.  Twenty-three loans, representing
11.7% of the pool, have defeased and are collateralized with U.S.
Government securities. The pool includes three loans, representing
29.9% of the pool, with investment grade underlying ratings.  The
pool also contains a Credit Tenant Lease (CTL) component, which
represents 16.0% of the pool.

Seventy-four loans have been liquidated from the trust, resulting
in an aggregate realized loss of approximately $43.3 million.  
Currently there are 13 loans, representing 5.5% of the pool, in
special servicing. Five of these loans, representing 3.5% of the
pool, were transferred to special because of a maturity balloon
default.  Moody's estimates an aggregate loss of approximately
$8.5 million for all of the specially serviced loans.  Twenty
loans, representing 13.2% of the pool, are on the master
servicer's watchlist.  The master servicer's watchlist includes
loans which meet certain portfolio review guidelines established
as part of the Commercial Mortgage Securities Association's
monthly reporting package.  As part of our ongoing monitoring of a
transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance.  Not all loans
on the watchlist are delinquent or have significant issues.

Moody's was provided with year-end 2007 operating results for
86.9% of the pool.  Moody's weighted average loan to value (LTV)
ratio for the conduit component, excluding the two REO loans, is
75.4% compared to 72.1% at Moody's last full review in September
2007 and 89.8% at securitization.

The largest loan with an underlying rating is the Broadmoor Austin
Loan ($104.7 million--11.8%), which is secured by an eight-
building, 1.2 million square foot office complex located in
Austin, Texas.  The property is 100.0% leased to IBM Corporation
(Moody's senior unsecured rating A1; stable outlook) through March
2011.  The loan matures in April 2023 and has amortized by
approximately 31.5% since securitization. Moody's current
underlying rating is A2, the same as at last review.

The second largest loan with an underlying rating is the IBM
Corporate Office Complex Loan ($83.6 million--9.4%), which is
secured by a five-building 1.1 million square foot office complex
located in Somers, New York.  The property is 100.0% leased to IBM
under a triple net lease that is coterminous with the loan
maturity date of October 2013.  The loan has amortized by
approximately 47.2% since securitization. Moody's current
underlying rating is Aa3, the same as at last review.

The third largest loan with an underlying rating is the Hawthorne
Center Loan ($77.9 million--8.7%), which is secured by the
borrower's interest in a 1.2 million square foot regional shopping
center located in Vernon Hills (Chicago), Illinois.  The center is
anchored by Macy's, Sears, Carson Pirie Scott and J.C. Penney.  
Each of the anchors owns their respective improvements.  The
inline space was 88.0% occupied as of December 2007 compared to
90.0% at last review.  Moody's current underlying rating is A2,
the same as at last review.

The top three non-defeased conduit loans represent 18.2% pool.  
The largest conduit loan is the First Union Plaza Loan
($57.6 million--6.5%), which is secured by a 612,000 square foot
Class A office building located in Atlanta, Georgia.  As of
December 2007, the property was 72.9% occupied compared to 83.0%
at last review and 95.0% at securitization.  Major tenants include
Sutherland, Asbill and Brennan, LP (41.0% NRA; lease expiration
April 2015) and Heery International (13.0%; lease expiration
September 2017).  The property is currently undergoing a major
renovation and repositioning.  The loan is on the servicer's
watchlist because of its high vacancy rate.  Moody's LTV is 85.6%
compared to 78.4% at last review.

The second largest conduit loan is the Burke Center Loan
($14.38 million--1.6%), which is secured by a 213,000 square foot
retail center located in Burke (Fairfax County), Virginia.  The
center was 99.0% occupied as of December 2007.  Major tenants
include Kohl's, Safeway and CVS.  Moody's LTV is 45.0% compared to
45.7% at last review.

The third largest conduit loan is the Clearwater Crossing Shopping
Center Loan ($10.1 million--1.1%), which is secured by a 124,700
square foot retail center located in Indianapolis, Indiana.  The
center was 93.0% occupied as of December 2007.  Major tenants
include Babies 'R' Us, Barnes & Noble and Office Max.  Moody's LTV
is 72.2% compared to 74.4% at last review.

The CTL component includes 55 loans secured by properties leased
under bondable leases.  The largest exposures are Brinker
International, Inc. (39.0% of CTL component; Moody's senior
unsecured rating Baa3--negative outlook), Rite Aid (17.3%; Moody's
LT corporate family rating B3, negative outlook) and Walgreen Co.
(12.9%; Moody's long term issuer rating A1, stable outlook).


FONTAINEBLEAU LAS VEGAS: Moody's Affirms Ratings; Outlook is Neg.
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Fontainebleau Las Vegas Holdings, LLC and Fontainebleau Las Vegas,
LLC to negative and affirmed all of the company's ratings
including its B2 Corporate Family rating.  

The change in rating outlook reflects slowing demand for condo-
hotel units, particularly in the Las Vegas market where the real
estate market is under significant stress.  Sale of condo-hotel
units at originally projected levels is necessary to bring peak
construction leverage down to a serviceable level.  Additionally,
the weakening demand environment in Las Vegas could negatively
impact the ramp-up of Fontainebleau in 2010.

The rating affirmation reflects the company's sufficient liquidity
in the form of restricted cash balances, a $350 million delayed
draw term loan, and availability under its committed $800 million
revolver to complete the project.

Additional liquidity is available to cover cost over-runs and
change orders. To date, the Las Vegas project is largely on-time.  
However, the parking garage is approximately six to eight weeks
behind schedule, but it not expected to delay the grand opening in
the fourth quarter of 2009.

Ratings affirmed with a negative outlook

Fontainebleau Las Vegas Holdings, LLC

  -- Corporate Family rating at B2
  -- Probability of Default rating at B2
  -- Second mortgage notes at Caa1 (LGD 5, 89%)

Fontainebleau Las Vegas LLC (co-issuer: Fontainebleau Las Vegas
II, LLC)

  -- Senior secured and guaranteed revolving credit facility at B1
     (LGD 3, 36%)

  -- Senior secured and guaranteed delayed draw term loan at B1
     (LGD 3, 36%)

Fontainebleau Las Vegas Holdings, LLC and its direct wholly owned
subsidiary, Fontainebleau Las Vegas, LLC is constructing a luxury
resort, Fontainebleu Las Vegas, on the northern end of the Las
Vegas Strip.  The ultimate parent of FLVH is Fontainebleau
Resorts, LLC, which is owned by entities controlled by Jeffery
Soffer, management and third party investors.  The total cost to
design, construct and open the resort is approximately $3.1
billion, excluding the retail component that is being financed
separately.  The resort will feature a 3,889 room hotel of which
1,018 will be luxury condominium-hotel units, a 100,000 square
foot casino, 353,000 square feet of convention, meeting and pre-
function space, a spa, 3,200 seat theatre, 291,000 square feet of
retail space and numerous restaurants and bars.  The project is
expected to be completed in the fourth quarter of 2009 and is
located on 24.4 acres at the corner of Las Vegas and Riviera
Boulevards.


FORT DUQUESNE: Moody's Junks Rating on Class A-2 Notes due 2046
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings of four classes of notes
issued by Fort Duquesne CDO 2006-1 Ltd.

Class Description: $450,000,000 Class A-1A Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $400,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $100,000,000 Class A-2 Senior Secured Floating
Rate Notes Due [2046]

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $11,000,000 Class X Senior Secured Notes Due
2046

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

Fort Duquesne CDO 2006-1 Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On May 30, 2008, the transaction experienced an event of default
caused by a failure of the ratio calculated by dividing (a) the
Net Outstanding Portfolio Collateral Balance by (b) the Aggregate
Outstanding Amount of the Class A Notes to equal 100%, as set
forth in Section 5.01(i) of the Indenture dated as of Oct. 26,
2006.  That 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 Debt Securities
and the Notes.  The rating actions taken reflect the increased
expected loss associated with tranches of the transaction.  Losses
are attributed to diminished credit quality on the underlying
portfolio.  The severity of losses of certain tranches may be
different, however, depending on the timing and choice of remedy
to be pursued following the default event.  Because of this
uncertainty, the ratings assigned to Class A-1A, Class A-1B, Class
X, Class A-2 remain on review for possible further action.


GHASSAN SAHOURI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ghassan Sahouri
        3850 East Flamingo #114
        Las Vegas, NV 89121

Bankruptcy Case No.: 08-17744

Chapter 11 Petition Date: July 16, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David K. Winter, Esq.
                  Zephyr Cove, NV 89448
                  Tel: (775) 589-6148
                  Fax: (775) 589-6153
                  (david@bluefox.org)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


GRAMERCY REAL: Fitch Puts BB- $13.75MM Notes Rtng Under Neg. Watch
------------------------------------------------------------------
Fitch has placed one class on Rating Watch Negative and has
affirmed 14 classes of Gramercy Real Estate CDO 2007-1 Ltd./LLC,
as:

  -- $703,933,197 Class A-1 Notes affirmed at 'AAA';
  -- $121,000,000 Class A-2 Notes affirmed at 'AAA';
  -- $116,600,000 Class A-3 Notes affirmed at 'AAA';
  -- $29,500,000 Class B-FL Notes affirmed at 'AA';
  -- $20,000,000 Class B-FX Notes affirmed at 'AA';
  -- $20,150,000 Class C-FL Notes affirmed at 'A+';
  -- $3,500,000 Class C-FX Notes affirmed at 'A+';
  -- $4,400,000 Class D Notes affirmed at 'A';
  -- $4,950,000 Class E Notes affirmed at 'A-';
  -- $9,350,000 Class F Notes affirmed at 'BBB+';
  -- $2,950,000 Class G-FL Notes affirmed at 'BBB';
  -- $2,000,000 Class G-FX Notes affirmed at 'BBB';
  -- $2,000,000 Class H-FL Notes affirmed at 'BBB-;
  -- $5,150,000 Class H-FX Notes affirmed at 'BBB-';
  -- $13,750,000 Class J Notes remain at 'BB-' and placed on
     Rating Watch Negative.

The placement of class J on Rating Watch Negative stems from two
cross-defaulted loans representing 6.3% of the collateral pool
that are now 60 days delinquent and whose borrower has filed for
bankruptcy.  Fitch will be monitoring the progress of the
resolution and upon more clarity on the expected losses, if any,
will resolve the Rating Watch status.  Significant losses on these
loans would cause erosion of credit support to class J.  Based on
Fitch's modeling of the CDO structural features and the generally
stable performance of the non-defaulted assets, all other rated
classes in the transaction were affirmed.

Deal Summary:

Gramercy Real Estate CDO 2007-1 is a $1,099,933,197 revolving
commercial real estate cash flow collateralized debt obligation
that closed on Aug. 8, 2007.  As of the June 2008 trustee report
and per Fitch categorizations, the CDO was substantially invested
as follows: CMBS (68.6%), commercial real estate whole loans
(14.1%), mezzanine loans (11.8%), and B-notes (5.5%).

The portfolio is selected and monitored by GKK Manager, LLC.   
Gramercy 2007-1 has a five year reinvestment period during which,
if all reinvestment criteria are satisfied, principal proceeds
from the initial pool of CREL assets (32%) may be used to invest
in substitute collateral.  The reinvestment period ends in August
2012.

Asset Manager:

Founded in 2004, Gramercy Capital Corp. (NYSE: GKK) is a national
commercial real estate company organized as a REIT and externally
managed by GKKM, the collateral manager for Gramercy 2007-1.  GKK
was sponsored by SL Green, which maintains an ownership stake of
the REIT of approximately 16% and approximately 66% of GKKM.  
GKK's core assets are direct originations of first mortgage loans,
mortgage participations, mezzanine financing, preferred equity
investments, bridge and permanent loans, and credit tenant lease
investments.  

In April 2008, GKK acquired American Financial Realty Trust, which
added approximately 29.2 million square feet of commercial real
estate in 38 states and the District of Columbia to its
$4.2 billion of debt investments, commercial real estate
securities investments, net lease properties and other assets.  
The acquisition transformed Gramercy from a pure specialty finance
company into a $7.5 billion enterprise with complementary business
lines consisting of commercial real estate finance and property
investments.  Gramercy 2007-1, which is GKK's third of three CRE
loan CDO transactions, serves as a source of match-funded term
financing for the company's investment portfolio.

Performance Summary:

The Fitch Poolwide Expected Loss is 11.125%, as of June 2008,
compared to a PEL of 7.500% at closing in August 2007.  The
increase in PEL is primarily due to the delinquency of two cross-
defaulted loans (6.3% of the pool), and the application of Fitch's
interim surveillance methodology to the rated securities portion
of the portfolio which accounts for approximately 68.6% of the
pool.  Fitch increased each delinquent loan's probability of
default to 100%.  As a result of the increased PEL, the CDO has
below average reinvestment flexibility with 0.375% of cushion to
its current PEL covenant of 11.500% based on the current weighted
average coupon of 6.25% in accordance with the transaction's
WAC/PEL matrix.

Approximately 68% (the initial 'AAA' CMBS assets) of the pool is
static and is thus unlikey to absorb the reinvestment cushion.  
The modeled cushion of 0.375% for the revolving portion (32%) of
the pool is effectively equivalent to a cushion of 1.19% for a
100% CREL pool, which is still considered below average.

The Par Value Coverage Test ratios of all classes have remained
above their covenants as of the June 2008 trustee report.  
However, as a result of the two loan delinquencies, the Par Value
Coverage Test ratios have declined.  The CDO purchased
$6.7 million of 'AA' bonds at a steep discount in order to
increase the collateral par balance, thereby narrowly avoiding the
failure of the Class F/G/H Par Value test.  As a result, the
current Class F/G/H Par Value ratio is 102.14% compared to the
trigger of 102.05%, yielding a tight cushion of 0.09%.  The CDO is
in compliance with all its reinvestment covenants.

Collateral Analysis:

The pool is comprised of 'AAA' rated CMBS bonds (68.0%), two
recently added CMBS in the 'AA' rating category (0.6%), and 11
commercial real estate loan assets (31.4%).  Of the 11 CREL
assets, five (14.1% of the total pool) are whole loans and six
(17.3% of the total pool) are subordinate pieces, either B-notes
or mezzanine debt.

The Sheraton Hotel Miami and the Sheraton Hotel Orlando, cross-
defaulted whole loans (collectively, 6.3% of the pool) secured by
two full service hotels located in Miami and Orlando, Florida, are
currently 60 days delinquent.  In January 2008, the sponsor's non-
compliance with the franchise agreement at the Miami property
triggered a non-monetary loan default for both loans, and
subsequently new management was installed at both properties.  The
Miami property is no longer operating as a Sheraton, and it is
expected that the Orlando hotel will imminently become independent
as well.  

In May 2008, the borrower filed for bankruptcy. According to the
asset manager, the loans will most likely be worked out while
remaining in the CDO.  The workout strategy of the loans could
include performing property improvement work and the re-flagging
of the hotels.

The performance of all other CREL assets has been generally stable
since closing.  As of the June 2008 trustee report and per Fitch
categorizations, the CDO is within all its property type
covenants.  Office loans comprise the largest percentage of CREL
at 50.1%.  Hotel loans have the next highest percentage at 37.4%.  
The CDO is also within all its geographic location covenants with
the highest percentage of CREL located in New York at 48.1%.

The pool has better loan diversity relative to other CRE CDOs.
Fitch's Loan Diversity Index is currently 308 compared to the LDI
covenant of 370.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the Gramercy Real Estate CDO 2007-1 CREL
Surveyor Snapshot on the Fitch Ratings web site, which will be
available beginning July 24, 2008.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, H, and J notes address the likelihood
that investors will receive ultimate interest and deferred
interest payments, as per the governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.

The Fitch PEL is a measure of the hypothetical loss inherent in
the pool at the 'AA' stress environment before taking into account
the structural features of the CDO liabilities.  Fitch PEL
encompasses all loan, property, and poolwide characteristics
modeled by Fitch.

The Rating Watch Negative status will be updated within 90 days
and will depend on the progress of the collateral manager's
workout strategy and updated collateral information.


GREEN VALLEY: Revenue Decline Cues Moody's to Lower Five Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded Green Valley Ranch Gaming,
LLC's Corporate Family Rating to B3 from B2.  Moody's also lowered
various classes of debt issued by GVR including its senior secured
first lien revolving and term loan credit facilities each to B2
from B1, and second lien term loan to Caa2 from Caa1.  The ratings
remain on review for further possible downgrade.

The downgrade considers the negative impact on GVR's credit
metrics resulting from the continued decline in gaming revenues in
the Las Vegas gaming market.  GVR's debt/EBITDAM, already high as
a result of a leveraged recapitalization that occurred in the
beginning of 2007, was 7.7 times at March 31, 2008.  In addition
to being higher than the 7 times reported at Dec. 31, 2007, it was
more than a full turn higher than was initially expected when the
rating was assigned in January 2007.

"The decline in overall Las Vegas gaming market revenue through
May 2008 was worse than Moody's had anticipated, is expected to
continue, and indicative of tougher times ahead," Keith Foley,
senior vice president at Moody's, stated.

GVR's ratings remain on review for further possible downgrade due
to concerns that the company will likely need to seek covenant
relief from its bank lenders within the next two to three
quarters.  The review will focus on GVR's plan to improve its
liquidity position as well as evolving operating trends in the Las
Vegas gaming market and their impact on the company's operating
results and liquidity.

Ratings downgraded and placed on review for further possible
downgrade:

  -- Corporate Family Rating to B3 from B2
  -- Probability of Default rating to B3 from B2
  -- $15 million 1st lien revolver expiring 2012 to B2 from B1
  -- $550 million 1st lien term loan due 2014 to B2 from B1
  -- $250 million 2nd lien term loan due 2014 to Caa2 from Caa1

Green Valley Ranch Gaming, LLC owns and operates the Green Valley
Ranch Resort Spa Casino in Henderson, Nevada.  The company is
owned by GCR Gaming, LLC (an affiliate of the Greenspun
Corporation) and GV Ranch Station, Inc. (a wholly-owned subsidiary
of Station Casinos, Inc.) on a 50/50 basis.  Reported net revenues
for the 12-month period ended March 31, 2008 were approximately
$273 million.


GREENWICH CAPITAL: S&P Lowers Ratings on Three Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2005-GG3.  In
addition, S&P affirmed its ratings on 19 classes from this series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of two of the three assets that are currently
with the special servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the July 11, 2008, remittance report, the collateral pool
consisted of 140 loans with an aggregate trust balance of
$3.486 billion, compared with the 142 loans totaling
$3.592 billion at issuance.  The master servicers, Midland Loan
Services Inc. and Capmark Finance Inc., reported financial
information for 99% of the pool.  Seventy percent of the servicer-
provided information was full-year 2007 data.  Excluding two of
the specially serviced assets, there are eight loans in the pool
totaling $42.1 million (1%) with reported debt service coverages
that are lower than 1.0x.  The loans are secured by retail,
office, and multifamily properties with an average balance of
$5.3 million.  

These loans have seen an average decline in DSC of 43% since
issuance.  Excluding the defeased loans ($178.5 million,
5%), Standard & Poor's calculated a weighted average DSC of 1.77x
for the pool, up from 1.63x at issuance.  There are three
delinquent loans in the pool; one is one 30-days delinquent
($4.5 million, 0.1%), one is 60-days delinquent ($10.7 million,
0.3%), and one is 90-plus-days delinquent ($16.5 million, 0.5%).  
The trust has experienced no losses to date.
     
Three assets ($29.9 million) are with the special servicer,
CWCapital Asset Management LLC.  Standard & Poor's used recent
appraisals and available market information to determine the
potential losses and recoveries on the specially serviced assets;
details are:

     -- Magnolia Village has a balance of $16.5 million (0.5%) and
        additional advances, including interest thereon, totaling
        $24,619.  The loan is secured by the fee interest in a
        71,460-sq.-ft. mixed-use property in Reno, Nevada.  The
        loan was transferred to CWCapital on Sept. 26, 2006, due
        to one of the borrowers filing for bankruptcy.  The
        borrower has since consolidated the ownership structure
        and the bankruptcy was terminated by the bankruptcy court
        on July 14, 2008.  The loan is corrected and will be
        returned to the master servicer shortly.

     -- Bloomfield Park Gateway Center has a balance of
        $10.7 million (0.3%) and additional advances, including
        interest thereon, totaling $133,101.  The asset is secured
        by a 65,385-sq.-ft. retail property in Bloomfield Hills,
        Michigan.  Bloomfield Park Gateway Center was transferred
        to CWCapital on March 30, 2008, because of a monetary
        default and is currently 60-days delinquent.  CompUSA
        Corp. was the largest tenant at the property, (38% net
        rentable area), but vacated the property in December 2006
        and stopped paying rent in September 2007.  The property
        is currently 26% occupied.  CWCapital has ordered an
        appraisal and Standard & Poor's expects the resolution of
        the asset to result in a moderate loss.

     -- The Montgomery Crossing SC has a balance of $2.8 million
        (0.1%) and is secured by a 25,840-sq.-ft. retail property
        in Biscoe, North Carolina.  The asset was transferred to
        CWCapital on May 21, 2008, due to imminent default, and
        remains current.  The property is currently 52% occupied
        and was appraised for $1.8 million in June 2008.  Standard
        & Poor's expects the resolution of the asset to result in
        a moderate loss.

The top 10 loans have an aggregate outstanding balance of
$1.670 million (48%) and a weighted average DSC of 1.98x, up from
1.78x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  All of the properties were
characterized as "good."
     
The credit characteristics of the North Star Mall and the Grand
Canal Shoppes at the Venetian loans are consistent with those of
investment-grade obligations.  The credit characteristics of the
Doral Arrowhead Hotel loan are no longer consistent with those of
an investment-grade obligation.  Details of these loans are:

     -- The North Star Mall loan is the largest loan in the pool
        and has a balance of $236.0 million (7%).  The loan is
        secured by the fee interest in 493,706 sq. ft. of a
        1,257,000-sq.-ft. regional mall in San Antonio, Texas.  
        For the year-ended Dec. 31, 2007, DSC was 1.84x and
        occupancy was 98%.  For the 12-month period ending
        March 31, 2008, the in-line tenants reported sales of
        $607 per sq. ft.  Standard & Poor's adjusted value for
        this loan is comparable to its level at issuance.

     -- The third-largest exposure in the pool, the Grand Canal
        Shoppes at the Venetian loan, has a trust balance of
        $221.7 million (6%) and a whole-loan balance of
        $399.4 million.  The whole loan consists of a
        $221.7 million pari passu participation that serves as         
        trust collateral in this transaction and a $177.7 million
        participation that supports the pooled certificates in the
        GS Mortgage Securities Corp. II series 2004-GG2
        transaction.  The loan is secured by the fee and leasehold
        interests in a 536,890-sq.-ft. retail facility located
        within the Venetian Casino Resort Complex in Las Vegas.         
        For the year ended Dec. 31, 2006, DSC was 1.84x and as of
        March 31, 2008, occupancy was 100%.  For the 12-month
        period ending March 31, 2008, the in-line tenants reported
        sales of $1,149 per sq. ft.  Standard & Poor's adjusted
        net cash flow for this loan is up 10% from its level at
        issuance.

     -- The Doral Arrowhead Hotel is the 13th-largest loan in the
        pool with a trust balance of $70.4 million (2%).  The loan
        is collateralized by a 374-room conference center hotel on
        114 acres of land in Rye Brook, New York.  Pfizer Inc.
        (AAA/Negative/A-1+) is under contract until 2015 to occupy
        33,000 room-nights each year and lease 111,000-sq.-ft. of
        meeting space.  Occupancy and the average daily rates at
        the property have begun to significantly decline.  
        Occupancy was 55% during the first four months of 2008,
        down from 76% during the same period in 2007, and the ADR
        was $223, down from $241 at issuance.  The loan also
        appears on the servicer's watchlist because the property
        reported a DSC of 1.38x for the year-ended Dec. 31, 2007,
        compared with 2.11x for the year-ended Dec. 31, 2006.  
        Standard & Poor's adjusted value for this loan is down 33%
        from its level at issuance.

Midland and Capmark reported a watchlist of 28 loans
($451.6 million, 13%).  The Place Properties portfolio
($98.7 million, 3%) is the largest loan on the watchlist and the
10th-largest exposure in the pool.  In addition to the trust debt,
the borrower's equity interest is secured by a $20.0-million
mezzanine loan.  The loan is secured by nine student-housing
properties totaling 1,073 units and 4,046 bedrooms in six
different states.  The loan appears on the watchlist because the
portfolio reported a DSC of 0.75x and an occupancy of 87% for the
three-months ended March 31, 2008.  For the year-ended Dec. 31,
2008, the portfolio reported a DSC of 1.30x and an occupancy of
87%.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       

                          Ratings Lowered

             Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2005-GG3

                       Rating
                       ------
            Class    To      From      Credit enhancement
            -----    --      ----      ------------------
            M        B        B+              1.93%
            N        B-       B               1.67%
            O        CCC+     B-              1.29%

                         Ratings Affirmed
     
             Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2005-GG3
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-1      AAA             20.61%
                A-1-A    AAA             20.61%
                A-2      AAA             20.61%
                A-3      AAA             20.61%
                A-4      AAA             20.61%
                A-AB     AAA             20.61%
                A-J      AAA             14.04%
                B        AA              10.82%
                C        AA-              9.66%
                D        A                7.99%
                E        A-               6.95%
                F        BBB+             5.67%
                G        BBB              4.64%
                H        BBB-             3.48%
                J        BB+              3.22%
                K        BB               2.83%
                L        BB-              2.32%
                X-P      AAA               N/A
                X-C      AAA               N/A


                       N/A -- Not applicable.


GSC ABS: Moody's Puts Junk Ratings on Five Classes of Notes Issued
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by GSC ABS FUNDING 2006-3G, Ltd.  The notes affected
by the rating action are:

Class Description: Up to $1,085,000,000 Class A-1LT Floating Rate
Notes due June 2042

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

Class Description: $35,000,000 Class A-1-a Floating Rate Notes due
June 2042

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

Class Description: $192,000,000 Class A-1-b Floating Rate Notes
due June 2042

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

Class Description: $104,000,000 Class A-2 Floating Rate Notes due
June 2042

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

Class Description: $96,000,000 Class B Floating Rate Notes due
June 2042

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

GSC ABS FUNDING 2006-3G, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS and CMBS securities.  On
Feb. 1, 2008 the transaction experienced, as reported by the
Trustee, an event of default caused by a failure of the Class A/B
Overcollateralization Ratio to be greater than or equal to 93.7
per cent, as set forth in Section 5.1(h) of the Indenture dated
Jan. 18, 2007.  This event of default is still 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 Debt Securities
and the Notes.  In this regard the Trustee reports that it has
been directed to accelerate the maturity of the Notes and to
liquidate the Collateral in accordance with relevant provisions of
the transaction documents.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.


GSR MORTGAGE: S&P Puts Default Ratings on Three Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of mortgage pass-through certificates from three GSR
Mortgage Loan Trust transactions and removed one of the lowered
ratings from CreditWatch with negative implications.  At the same
time, S&P affirmed its ratings on 54 other outstanding classes
from these series.

The downgrades reflect continued poor collateral performance that
has allowed credit support to decline to levels that are
insufficient to maintain the previous ratings.  Class B5 from GSR
Mortgage Loan Trust 2005-8F, class 1B5 from GSR Mortgage Loan
Trust 2004-14, and class B5 from GSR Mortgage Loan Trust 2004-4
have all experienced principal write-downs recently, which
prompted us to downgrade them to 'D'.  S&P downgraded the
remaining classes due to the current credit support and projected
credit support based on the dollar amount of loans currently in
the delinquency pipelines of the affected deals.

During recent months, these deals have experienced deterioration
in credit support, and the delinquency pipelines indicate that the
pattern of losses could continue to erode.  As of the June 2008
distribution period, cumulative losses ranged from 0.04% (series
2004-4) to 0.18% (series 2004-14, loan group 6) of the original
pool balances.  Serious delinquencies (90-plus days, foreclosures,
and real estate owned) ranged from 1.36% (series 2005-8F) to
11.36% (series 2004-14) of the current pool balances.  The
seasoning of these deals ranged from 31 months to 51 months as of
the June 2008 distribution period.
     
The affirmations reflect actual and projected credit support
percentages that are sufficient to support the current ratings.  A
senior-subordinate structure provides credit support for these
transactions.
     
The collateral backing the certificates originally consisted of
15- to 30-year prime fixed- and adjustable-rate mortgage loans
secured by one- to four-family residential properties.
  
                           Ratings Lowered

                        GSR Mortgage Loan Trust

                                           Rating
                                           ------
         Series        Class          To              From
         ------        -----          --              ----
         2004-4        B2             BBB             A+
         2004-4        B3             B               BBB
         2004-4        B4             CCC             BB
         2004-14       1B3            BBB             BBB+
         2004-14       2B3            BBB-            BBB
         2004-14       1B4            CCC             BB
         2004-14       2B4            B               BB
         2004-14       1B5            D               CCC
         2004-14       2B5            CCC             B
         2005-8F       B5             D               CC

        Rating Lowered and Removed from Creditwatch Negative

                      GSR Mortgage Loan Trust

                                         Rating
                                         ------
              Series     Class      To             From
              ------     -----      --             ----
              2004-4     B5         D              B/Watch Neg

                          Ratings Affirmed

                       GSR Mortgage Loan Trust

     Series        Class                                 Rating
     ------        -----                                 ------
     2004-4        1A1,2A1,2A2,2A3,2A4,2A5,3A1,3A2       AAA
     2004-4        3A3,4A1                               AAA
     2004-4        B1                                    AA+
     2004-14       1A1,1AX,2A1,2AX,3A1,3A2,3AX,4A1       AAA
     2004-14       5A1,5A2,5AX,1B1                       AAA
     2004-14       2B1,1B2                               AA
     2004-14       2B2                                   A
     2004-14       1BX                                   BBB+
     2005-8F       1A-1,2A-1,2A-2,2A-3,2A-4,2A-5         AAA
     2005-8F       2A-6,2A-7,2A-8,3A-1,3A-2,3A-3         AAA
     2005-8F       3A-4,3A-5,3A-6,3A-7,4A-1,5A-1         AAA
     2005-8F       5A-2,6A-1,7A-1,A-P,A-X                AAA
     2005-8F       B1                                    AA
     2005-8F       B2                                    BBB
     2005-8F       B3                                    BB-
     2005-8F       B4                                    CCC


HARRAH'S ENTERTAINMENT: Moody's Cuts Corporate Family Rating to B3
------------------------------------------------------------------
Moody's Investors Service downgraded Harrah's Entertainment Inc.'s
(HET) Corporate Family Rating to B3 from B2 and affirmed its
Speculative Grade Liquidity Rating at SGL-3.  Moody's also
downgraded various classes of debt issued by Harrah's Operating
Company, Inc. (HOC) including its senior secured guaranteed bank
revolving and term loan credit facilities each to Ba3 from Ba2,
senior unsecured parent and operating company guaranteed notes to
Caa1 from B3, senior unsecured parent only guaranteed notes to
Caa2 from Caa1, and senior subordinated notes to Caa2 from Caa1.   
HOC is a wholly-owned direct subsidiary of HET.  The rating
outlook is stable.

The downgrade is prompted Moody's expectation that--given the
material softness in the Las Vegas and Atlantic City gaming
markets--that HET's credit metrics will deteriorate from already
weak levels and reflect a credit profile more appropriate for a
B3.  This is in contrast to our previous expectations of modest
deleveraging over the next few years.

Las Vegas and Atlantic City reported much larger than expected
declines in gaming revenues in May and June, respectively.  Year-
to-date market trends are worse than Moody's had anticipated.  
Given the pace of deterioration in these markets (comprising about
60% of Harrah's EBITDA) along with high debt levels incurred to
finance its leveraged buyout, Harrah's consolidated credit metrics
are expected to weaken over the next 12 to 18 months.  By year-end
2008, Debt to EBITDA and EBITDA to Interest are expected to
deteriorate to 9.8 times and 1.5 times, respectively,
incorporating Moody's standard analytic adjustments.  

Moody's affirmed HOC's Speculative Grade Liquidity rating of SGL-
3.  The SGL-3 reflects adequate liquidity.  The company's negative
free cash flow position is offset by a high cash balance that will
be used to fund deficits, as well as the company's $2.0 billion
revolving credit facility that is expected to remain fully
available to the company.  Adequate head room under the senior
secured leverage covenant remains. Given that HOC's assets will be
fully encumbered, the company cannot quickly sell assets to raise
alternate liquidity.  

The stable rating outlook reflects Harrah's acceptable liquidity
position that should be sufficient to support operations during
this period of industry stress.

Ratings downgrades/assessments updated:

Harrah's Entertainment, Inc.

  -- Corporate Family Rating to B3 from B2
  -- Probability of default rating to B3 from B2

Rating Outlook: Stable

Harrah's Operating Company, Inc.

  -- Senior secured guaranteed revolving credit facility to Ba3,
     (LGD 2, 19%) from Ba2 (LGD 2, 19%)

  -- Senior senior secured guaranteed term loans to Ba3 (LGD 2,
     19%) from Ba2 (LGD 2, 19%)

  -- Senior unsecured guaranteed notes to Caa1 (LGD4, 63%) from B3
     (LGD 4, 63%)

Harrah's Operating Company, Inc.

  -- Senior unsecured debt to Caa2 (LGD 5, 88%) from Caa1 (LGD 5,
     88%)

  -- Senior subordinated notes to Caa2 (LGD 5, 96%) from Caa1 (LGD
     5, 96%)

Rating Outlook: Stable

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos that comprise around 40,000 hotel rooms, three million
square feet of gaming space and two million square feet of
convention center space.  HET generated consolidated revenues of
$10.8 billion for the last 12 months ended March 31, 2008.  
Affiliates of Apollo LLC and Texas Pacific Group acquired the
company through a $31 billion leverage buy-out in early 2008.


IBIS TECHNOLOGY: Posts $952,409 Net Loss in 2008 First Quarter
--------------------------------------------------------------
Ibis Technology Corp. reported a net loss of $952,409 on total net
sales and revenue of $331,014 for the first quarter ended
March 31, 2008, compared with a net loss of $1,469,758 on total
net sales and revenue of $330,063 in the corresponding period of
2007.

Cost of equipment revenue for the first quarter ended March 31,
2008 was $298,057, as compared to $115,838 for the first quarter
ended March 31, 2007.  The increase was primarily due to the
expiration of the warranty on the implanter in the first quarter
ended March 31, 2007.

General and administrative expenses for the first quarter ended
March 31, 2008, were $529,273 as compared to $561,736 for the
first quarter ended March 31, 2007.  

Marketing and selling expenses for the first quarter ended
March 31, 2008, were $88,249 as compared to $220,487 for the first
quarter ended March 31, 2007.  

Internally funded research and development expenses decreased by
$416,321 or 39% to $648,041 for the first quarter ended March 31,
2008, as compared to $1,064,362 for the first quarter ended
March 31, 2007.

Total other income for the first quarter ended March 31, 2008, was
$280,197 as compared to $162,602 for the first quarter ended
March 31, 2007.  Other income increased in the quarter ended
March 31, 2008, as a result of the sale of three Ibis 1000
implanters previously written off.

At March 31, 2008, the company's consolidated balance sheet showed
$8,848,269 in total assets, $682,786 in total liabilities, and
$8,165,483 in total stockholders' equity.

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

               http://researcharchives.com/t/s?2f9b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 9, 2008, KPMG
LLP expressed substantial doubt about Ibis Technology
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations.

                       About Ibis Technology

Ibis Technology Corporation (Nasdaq GM: IBIS) --
http://www.ibis.com/-- is a provider of oxygen implanters for the
production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen
Silicon-On-Insulator) wafers for the worldwide semiconductor
industry.  Headquartered in Danvers, Massachusetts, Ibis
Technology is traded on Nasdaq under the symbol IBIS.


IKONA GEAR: May 31 Balance Sheet Upside-Down by $673,704
--------------------------------------------------------
Ikona Gear International Inc.'s consolidated balance sheet at
May 31, 2008, showed $1,379,495 in total assets and $2,053,199 in
total liabilities, resulting in a $673,704 total stockholders'
deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,160,482 in total current assets
available to pay $2,047,340 in total current liabilities.

The company reported a net loss of $605,920 on total revenue of
$333,872 for the third quarter ended May 31, 2008, compared with a
net loss of $1,136,896 on total revenue of $120,972 in the same
period ended May 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?2f9f

                       Going Concern Doubt

The company disclosed that existing conditions currently exist
which raise substantial doubt about its ability to continue as a
going concern.  The operations of the company have primarily been
funded by the issuance of capital stock and debt financing, and  
continued operations of the company are dependent on the company's
ability to complete additional equity financing or generate
profitable operations in the future.

At May 31, 2008, the company had an accumulated deficit of
$11,643,153 and a working capital deficiency of $886,858.  

                         About Ikona Gear

Based in Coquitlam, British Columbia, Canada, Ikona Gear
International Inc. (OTC BB: IKGIE) -- http://www.ikonagear.com/
-- is a custom designer of gearing applications.  The company
provides gear design and mechanical design services to product
manufacturers who would like exclusive rights to incorporate the
company's gearing technology into their products.


IMPAC CMB: Losses & Shortfall Concerns Cue Moody's B2 Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of IMPAC CMB Trust
1998-C1, Collateralized Mortgage Bonds as:

  -- Class G, $6,958,216, affirmed at B2

Despite increased subordination levels, Moody's affirmed Class G
because of concerns about potential losses and interest shortfalls
from the remaining loans in the pool.

As of the June 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 95.5%
to $14.1 million from $317.8 million at securitization.  The
Certificates are collateralized by 7 loans ranging in size from
1.6% to 36.8% of the pool, with the top three loans representing
73.9% of the pool.

Six loans have been liquidated from the trust, resulting in an
aggregate realized loss of approximately $4.8 million.  Two loans,
representing 20.3% of the pool, are in special servicing.  The
largest specially serviced loan ($2.6 million--18.6%) is real
estate owned and is secured by a nursing home located in Beaumont,
Texas.  Moody's has estimated an aggregate loss of approximately
$2.6 million for the specially serviced loans.  Currently there
are no loans on the master servicer's watchlist.

Moody's was provided with year-end 2007 operating results for
100.0% of the pool's performing loans.  Moody's weighted average
loan to value (LTV) ratio, excluding the specially serviced loans,
is 56.2%, compared to 81.9% at last review and 81.5% at
securitization.

The top three loans represent 73.9% of the outstanding pool
balance.  The largest loan is the 909 Ocean Front Walk Loan
($5.2 million--36.8%), which is secured by a 36,000 square foot
mixed use property located in Venice, California.  The loan
matured on June 1, 2008, however the borrower has not yet secured
replacement financing.  The property is performing in-line with
expectations.  Moody's LTV is 72.6% compared to 75.5% at last
review.

The second largest loan is the Beaumont Tower Venture Loan
($2.7 million--19.3%), which is secured by a 160,000 square foot
office building located in Beaumont, Texas.  The property was
86.0% occupied as of March 2008, the same as at last review.  The
loan matures in January 2018 and has amortized 33.2% since
securitization.  Moody's LTV is 47.4% compared to 49.6% at last
review.

The third largest loan is the Paradise Garden Apartments Loan
($2.5 million--17.8%), which is secured by a 318 unit apartment
complex located in Long Beach, California.  The property suffered
fire damage in December 2006 which caused 48.1% of the units to
become uninhabitable.  As of May 2008, all of the units have been
repaired.  The property was 68.9% occupied as of December 2007
compared to 50.8% at last review.  The loan matures in April 2015
and has amortized 43.6% since securitization.  Moody's LTV is
25.8% compared to 46.2% at last review.


JAMES DREW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: James P. Drew
         Kari L. Drew
         9099 Genesis Lane S.E.
         Port Orchard, WA 98367

Bankruptcy Case No.: 08-14508

Chapter 11 Petition Date: July 17, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: J. Todd Tracy, Esq.
                  Email: todd@resolvelegal.com
                  Resolve Legal PLLC
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-0123
                  http://resolvelegal.com/

Total Assets: $2,416,830

Total Debts: $2,192,644

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

      http://bankrupt.com/misc/wawb08-14508.pdf


JASPER VII: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jasper VII LLC
        121 Lakeside Avenue
        Seattle, WA 98122

Bankruptcy Case No.: 08-14401

Chapter 11 Petition Date: July 14, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Martin E. Snodgrass, Esq.
                  (mes@snodgrasslaw.com)
                  3302 Oakes Avenue
                  Everett, WA 98201
                  Tel: (425) 783-0797

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 its 20 largest unsecured
creditors.


JIM PALMER: Actionview Eyeing Acquisition Candidates
--------------------------------------------------
ActionView International Inc., the potential buyer of Jim Palmer
Trucking Inc., identified several potential acquisitions for
ActionView and expects to target a specific company in the near
future.

As reported in the Troubled Company Reporter on July 14, 2008,
Actionview related that it will turn its attention to alternative
acquisition opportunities for ActionView to deliver the possible
acquisition candidate for ActionView shareholders.

Actionview said that as part of the intent to acquire Jim
Trucking, ActionView provided a loan in the amount of $250,000 to
Jim Palmer Trucking Inc. on May 5, 2008.

"We are in the process of investigating any and all potential
remedies that will protect ActionView and its shareholders in this
matter," Steven R. Peacock, ActionView CEO, stated.

"On a much more positive note, ... we pursue compensation for our
financial commitment to Jim Palmer Trucking," Mr. Peacock added.  
"This has been the company's top priority, and we will continue to
pursue the best possible acquisition candidate for ActionView
shareholders."

              About ActionView International Inc.

Based in Vancouver, British Columbia, ActionView International
Inc. (OTCBB: AVWI) -- http://www.actionviewinternational.com/--   
through ActionView, its wholly owned subsidiary, is engaged in the
business of designing, marketing and manufacturing proprietary
illuminated, programmable, motion billboard signs for use in
airports, mass transit stations, shopping malls, and other high
traffic locations to reach people on-the-go with targeted
messaging.  

                    About Jim Palmer Trucking

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload   
transportation of temperature-controlled cargo.  The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922)  James A. Patten, Esq. represents the Debtors in their
restructuring efforts.  The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


JONATHAN SHIFF: Section 341(a) Meeting Scheduled for July 22
------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Jonathan
Mitchell Shiff's creditors on July 22, 2008, at 1:00 p.m., at the
Office of the U.S. Trustee, 402 West Broadway, Suite 630, in San
Diego, California.

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.

Jonathan Mitchell Shiff filed for Chapter 11 protection on June
12, 2008 (Bankr. S.D. Calif. Case No. 08-05226).  John L. Smaha,
Esq., at Smaha Law Group APC, represents the Debtor in his
restructuring efforts.  When Mr. Shiff filed for protection from
his creditors, he listed estimated assets of $50 million to $100
million, and estimated debts of $10 million to $50 million.


JONATHAN SHIFF: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Jonathan Mitchell Shiff filed with the U.S. Bankruptcy Court for
the Southern District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $37,993,000
  B. Personal Property           $128,574,485
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $23,343,038
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $3,009,897
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,358,926
                                  -----------    -----------
     TOTAL                       $166,567,485    $27,711,862

Jonathan Mitchell Shiff filed for Chapter 11 protection on June
12, 2008 (Bankr. S.D. Calif. Case No. 08-05226).  John L. Smaha,
Esq., at Smaha Law Group APC, represents the Debtor in his
restructuring efforts.  When Mr. Shiff filed for protection from
his creditors, he listed estimated assets of $50 million to
$100 million, and estimated debts of $10 million to $50 million.


J.P. MORGAN COMMERCIAL: Moody's Affirms Junk Ratings on Notes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed ten classes of J.P. Morgan Commercial Mortgage
Finance Corp., Mortgage Pass-Through Certificates, Series 2000-C10
as:

  -- Class A2, $428,545,183, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $31,388,000, affirmed at Aaa
  -- Class C, $29,541,000, affirmed at Aaa
  -- Class D, $9,232,000, upgraded to Aaa from Aa1
  -- Class E, $23,079,000, upgraded to A2 from A3
  -- Class F, $10,155,000, upgraded to Baa1 from Baa2
  -- Class G, $14,771,000, affirmed at Ba1
  -- Class H, $14,771,000, affirmed at Ba2
  -- Class J, $7,385,000, affirmed at B1
  -- Class K, $5,539,000, affirmed at B3
  -- Class L, $7,386,000, affirmed at Ca
  -- Class M, $1,448,892, affirmed at C

Moody's upgraded Classes D, E and F due to increased defeasance
and credit support.

As of the June 16, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
21.0% to $584.8 million from $740.1 million at securitization.  
The Certificates are collateralized by 144 mortgage loans ranging
in size from less than 1.0% to 8.2% of the pool, with the top 10
non-defeased loans representing 33.4% of the pool.  Forty-nine
loans, representing 46.6% of the pool, have defeased and are
secured by U.S. Government securities.

Seventeen loans have been liquidated from the pool, resulting in
an aggregate realized loss of approximately $17.7 million.  
Currently there are no loans in special servicing.  Twenty-six
loans, representing 13.9% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the
Commercial Mortgage Securities Association's monthly reporting
package.  As part of our ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Moody's was provided with partial and full-year 2007 operating
results for approximately 92.2% of the pool.  Moody's loan to
value (LTV) ratio is 82.3% compared to 80.9% at Moody's last full
review in December 2006 and 85.8% at securitization.

The top three non-defeased loans represent 8.6% of the outstanding
pool balance.  The largest loan is the Liberty Fair Mall Loan
($19.1 million--3.3%), which is secured by a 435,000 square foot
retail center located approximately 52 miles south of Roanoke in
Martinsville, Virginia.  The property was 90.3% leased as of
December 2007 compared to 94.0% at last review.  Major tenants
include Belk (lease expiration August 2009), Sears (lease
expiration November 2009), Goody's (lease expiration July 2017)
and J.C. Penney Outlet (lease expiration August 2009).  
Performance has declined since last review due to lower revenues
and higher operating expenses.  The loan sponsor is Developers
Diversified Realty Corporation (Moody's senior unsecured rating
Baa2; stable outlook), a publicly traded REIT.  Moody's LTV is in
excess of 100.0% compared to 86.7% at last review.

The second largest loan is the Hub Tower Loan ($16.6 million--
2.8%), which is secured by a 281,000 square foot office building
located in downtown Des Moines, Iowa.  The property was 100.0%
leased as of December 2007, the same as at last review and
securitization, however several tenants are expected to vacate at
the end of their lease terms, causing a significant vacancy by
mid-2009.  The largest tenant is Citi Mortgage Inc., which
currently occupies 108,888 square feet (38.7% NRA).  Citi will
vacate 79,000 square feet at the end of its lease term at the end
of 2008 and has executed a short term lease extension for 30,000
square feet.  Other major tenants include Aviva (18.9%; lease
expiration March 2010) and Nationwide Mutual Insurance (11.0%;
lease expiration June 2008).  Both Aviva and Nationwide plan to
move out of the building at the end of their lease terms.  Once
Nationwide vacates and Citi downsizes, the building is expected to
be 61.1% occupied.  Occupancy may further weaken when Aviva
vacates the building.  The Des Moines Class A downtown office
market is currently strong; however, a number of major space users
are constructing new facilities outside of downtown and have
vacated large blocks of downtown space.  Moody's LTV is in excess
of 100.0% compared to 98.4% at last review.

The third largest loan is the Embassy Suites Deerfield Loan
($14.6 million--2.5%), which is secured by a 237-room hotel
located in Deerfield, Illinois.  The property's RevPAR for
calendar year 2007 was $90.97 compared to $87.08 at last review.  
Moody's LTV is 95.6% compared to in excess of 100.0% at last
review.


J.P. MORGAN TRUST: Moody's Cuts Ratings on 4 Classes of Tranches
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches from 6 Alt-A transactions issued by J.P. Morgan.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

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 described are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: J.P. Morgan Alternative Loan Trust 2006-A5

  -- Cl. 2-A-8, Downgraded to Aa2 from Aa1

Issuer: J.P. Morgan Alternative Loan Trust 2006-A6

  -- Cl. 1-A-5, Downgraded to Baa2 from Aaa

Issuer: J.P. Morgan Alternative Loan Trust 2006-A7

  -- Cl. 2-A-8, Downgraded to A1 from Aaa

Issuer: J.P. Morgan Alternative Loan Trust 2006-S2

  -- Cl. A-7, Downgraded to Aa2 from Aaa

Issuer: J.P. Morgan Alternative Loan Trust 2007-A1, Mortgage Pass-
Through Certificates, Series 2007-A1

  -- Cl. 1-A-4, Downgraded to A1 from Aaa
  -- Cl. 1-A-5, Downgraded to Ba3 from Aaa
  -- Cl. 1-A-1A, Downgraded to A1 from Aaa
  -- Cl. 1-A-2A, Downgraded to Aa2 from Aaa
  -- Cl. 1-A-3A, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-1B, Downgraded to Aa3 from Aaa

Issuer: J.P. Morgan Alternative Loan Trust 2007-A2

  -- Cl. 1-1-A2, Downgraded to Ba1 from Aaa
  -- Cl. 1-2-A5, Downgraded to Ba2 from Aaa


KITTY HAWK: Court Confirms Second Amended Joint Chapter 11 Plan
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas, Fort Worth Division, by order dated June 26, 2008,
confirmed the Second Amended Joint Chapter 11 Plan of Kitty Hawk,
Inc., et al.  That Plan became effective on July 9, 2008.

The Plan does not contemplate that holders of any equity security
(including any shares of common stock or preferred stock, or any
warrants, options or other rights to purchase stock) of the
Debtors will receive any distributions.

Pursuant to the Confirmation Order, and the terms of the Plan,
from the Effective Date until the date upon which the Bankruptcy
Court enters a final decree closing the Debtors' bankruptcy cases,
holders of any equity security may not trade the equity
securities.  No trades will be recognized by the Debtors or the
Estate Representative under the Plan.

Pursuant to the Confirmation Order, on the Closing Date, all
equity securities in each of the Debtors will be deemed canceled,
terminated, extinguished and void.

                       Overview of the Plan

The Troubled Company Reporter said on July 2, 2007, that the Plan
contemplates the liquidation of the Debtors' remaining assets and
distribution of the proceeds to all valid claim holders, according
to the Disclosure Statement.  All distributions will be made by
the disbursing agent.

As of March 18, 2008, the Debtors recorded approximately
$55,122,451 in claims, consisting of $1,674,692 in secured claims,
$5,794,921 in priority claims and a $47,652,838 in general
unsecured claims.  At least 593 claims have been filed against the
Debtors as of May 1, 2008.

On April 28, 2008, the Debtors reached an agreement with Air Line
Pilots Association (ALPA) that provides, on a net basis, for the
payment of $870,000 in the aggregate to ALPA, which represent a
recovery of approximately 6.9% of all claims asserted by ALPA.

The Debtors have yielded at least $5.96 million for the sale of
various equipment an property.

The amended plan classifies interests against and liens in the
Debtor in seven classes.  The classification of interests and
claims are:

                   Type of                         Estimated
    Class          Claims             Treatment    Recovery
    -----          ------             ---------    ---------
    unclassified   administrative                    100%
                   claims

      1            priority non-tax   unimpaired     100%
                   claims

      2            secured claims     unimpaired     100%

      3            ALPA claims        impaired       6.9%

      4            general unsecured  impaired       3.3%-10.3%
                   claims

      5            intercompany       impaired       0%
                   claims

      6            equity interest    impaired       0%
                   in the Kitty Hawk
                   Inc.

      7            equity interest    impaired       0%
                   in the subsidiary
                   Debtors

A full-text copy of the Debtor' Second Amended Joint Chapter 11
Plan of Kitty Hawk, Inc., et al., is available for free at
http://ResearchArchives.com/t/s?2fa8

A full-text copy of the Order Confirming Second Amended Joint
Chapter 11 Plan, dated June 26, 2008, is available for free at
http://ResearchArchives.com/t/s?2fa9

                         About Kitty Hawk

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.  The Court confirmed the
Debtors' second amended chapter 11 plan of liquidation on
June 23, 2008.  That plan became effective July 9, 2008.


KLIO II: Moody's Puts Junk Ratings on Review for Possible Cut
-------------------------------------------------------------
Moody's Investors Service withdrew and replaced the ratings on
these notes issued by Klio II Funding, Ltd.:

Class Description: $1,800,000,000 CP Notes

  -- Prior short-term Rating: P-1
  -- Current short-term Rating: WR
  -- Prior long-term Rating: NR
  -- Current long-term Rating: Aaa

According to Moody's, the Prime-1 ratings assigned to the CP Notes
were based on the existence of a put agreement provided by a
Prime-1 rated third party.  The notes have been re-issued but with
the put provider as both the investor and the put counterparty.  
Where the put provider is also the holder of the notes, it is
Moody's view that the put agreement ceases to be relevant.  
Accordingly, Moody's has withdrawn its short-term ratings on these
notes.  In place of the short-term ratings issued on these notes,
Moody's has issued long-term ratings of Aaa.

In addition, Moody's also downgraded these notes issued by Klio II
Funding, Ltd. and left them on review for possible downgrade:

Class Description: $292,500,000 Class A-1 Floating Rate Notes Due
2039

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $70,000,000 Class A-2 Floating Rate Subordinate
Notes Due 2039

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $50,000,000 Class B Floating Rate Subordinate
Notes Due 2039

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $50,000,000 Class C Floating Rate Junior
Subordinate Notes Due 2039

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Moody's has also downgraded these notes:

Class Description: 34,500 Preferred Shares, Par Value $0.01 Per
Share

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


K.W. BAXLEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: K.W. Baxley, Inc.
        aka
        Baxley Oil Company
        aka
        Koffee Kettle
        aka
        Ocala Citgo Truck Stop
        aka
        Baxley Travel Plaza
        1904 N.E. Jacksonville Road
        Ocala, FL 34470

Bankruptcy Case No.: 08-10607

Type of Business: The Debtor owns and operates petroleum bulk
                  stations and terminals.

Chapter 11 Petition Date: July 17, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Lori V Vaughan
                  E-mail: lvaughan@trenam.com
                  Trenam Kemker
                  101 E. Kennedy Blvd., Suite 2700
                  Tampa, FL 33602
                  Tel: (813) 223-7474
                  Fax: (813) 229-6553
                  http://trenam.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/flmb08-10607.pdf


LA BONITA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: La Bonita Ole, Inc.
        5804 East Columbus Drive
        Tampa, FL 33619

Related Information: Tammy M. Young, president and CEO, filed the
                     petition on the Debtor's behalf.

Bankruptcy Case No.: 08-10512

Chapter 11 Petition Date: July 16, 2008

Court: Middle District of Florida (Tampa)

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb08-10512.pdf


LANDSOURCE COMMUNITIES: Schedules Extension Hearing Slated Aug. 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on August 19, 2008, to consider a request by
LandSource Communities Development LLC and its debtor-affiliates
for an extension of their deadline to file schedules of assets and
liabilities.  Objections are due August 12.

As reported in the Troubled Company Reporter on July 8, 2008, the
Debtors sought a 60 day-extension, to September 6, 2008, of
the deadline to file Schedules and Statements.

                   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. 6;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Can Employ Bilzin Sumberg as Corp. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
LandSource Communities Development LLC and its debtor-affiliates
permission to employ Bilzin Sumberg Baena Price & Axelrod LLP as
their special corporate counsel, nunc pro tunc to June 8, 2008.

As reported in the Troubled Company Reporter on June 27, 2008, the
Debtors told the Court that since 2004, Bilzin Sumberg has
represented the Debtors in general corporate, financing and real
estate matters.  Bilzin Sumberg has a prior experience and
knowledge regarding the Debtors' corporate, real estate and
capital structure, including the negotiation, structuring and
documentation of the First Lien Credit Documents and the Second
Lien Credit Documents.

Bilzin Sumberg's current hourly rates are:

   Professional               Hourly Rate
   ------------               -----------
   Attorneys                   $225 - $700
   Legal Assistants            $165 - $295
   Paralegals                  $165 - $295

As of the Petition Date, Bilzin Sumberg is owed approximately
$200,000 for its prepetition services.  Bilzin Sumberg intends to
retain its claim against the Debtors for fees which were unpaid
as of the Petition Date.

Bilzin Sumberg has not been paid a retainer for services and
costs incurred on behalf of the Debtors as of June 20, 2008.  The
Debtors have agreed to support Bilzin Sumberg's applications to
be paid reasonable attorneys' fees on an hourly rate basis and to
obtain reimbursement of all costs and expenses incurred in
connection with the Debtors' Chapter 11 cases.

Jay Sakala, a partner at Bilzin Sumberg, assured the Court that
his firm does not hold or represent any interest adverse to the
Debtors on any matters in which the firm is to be engaged and
does not have any connections with the Debtors, their creditors,
other parties in interest, and their respective attorneys and
accountants.

Mr. Sakala noted that Bilzin Sumberg will work closely with Weil
Gotshal & Manges LLP and Richards, Layton & Finger, P.A., to
ensure there is no duplication of effort, whenever possible, with
respect to each firm's respective duties.

                   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. 6;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: MSK Allowed as Lennad Land Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted  
LandSource Communities Development LLC and its debtor-affiliates
Debtors authority to employ Mitchell, Silberberg & Knupp,
LLP, as special litigation counsel for Debtor Lennar Land Partners
II, nunc pro tunc to June 20, 2008.

As reported on July 8, 2008, Lennar Land Partners II is a
defendant in a lawsuit pending in the Superior Court
of California, County of San Diego, Central Division, captioned
Briarwood Capital, LLC v. Lennar Land Partners II, et al., Case
No. GIC 877446,

Lennar Land Partners II is one of several named defendants in the
Bridges Action, which was commenced in December 2006 by plaintiff
Briarwood Capital LLC.  The other named defendants in the Bridges
Action are the Bridges Entities, LL Partners, Inc., Lennar San
Jose Holdings, Inc., and Lennar Corporation.  The Bridges Entities
are both nominal plaintiffs and nominal defendants in the Bridges
Action.  Briarwood claims that Lennar Land Partners II, Lennar
Land Partners, Inc. and Lennar San Jose breached contractual and
fiduciary duties arising out of written contracts relating to the
formation and operation of the Bridges Entities, and mismanaged
the residential real estate and golf course development known as
"The Bridges at Rancho Santa Fe."

The Debtors propose to employ MSK solely for the purpose of
representing Lennar Land Partners II in the Bridges Action, in
accordance with the terms of a retainer agreement.  The Debtors do
not expect MSK to be responsible for providing substantive legal
advice or services outside of the context of the Bridges Action.

MSK's customary hourly rates are:

       Professional               Hourly Rate
       ------------               -----------
       Partner                    $415 - $700
       Counsel                    $415 - $700
       Associates                 $250 - $440
       Paralegals                 $110 - $250
       Project Assistants         $110 - $250

The hourly rates of MSK's professionals who will render major
services to LLP II are:

       Professional               Hourly Rate
       ------------               -----------
       Hayward Kaiser                 $600
       Richard Sheldon                $540
     
Hayward Kaiser, a partner with MSK, assured the Court that his
firm does not have any connection with the Debtors or the parties
in the Bridges Action and do not hold or represent an interest
materially adverse to the Debtors or their estates with respect
to the matters for which MSK is proposed to be employed.

                   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. 6;
http://bankrupt.com/newsstand/or 215/945-7000).


LAS VEGAS SANDS: Moody's to Review Ba3 Ratings for Possible Cut
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Las Vegas Sands
Corp. and Las Vegas Sands, LLC (Venetian Casino Resort, LLC) on
review for possible downgrade.  Ratings affected include Las Vegas
Sands Corp.'s Ba3 Corporate Family Rating and Ba3 rated senior
notes as well as Las Vegas Sands, LLC's Ba3 secured bank loan
rating.  Las Vegas Sands Corp.'s Speculative Grade Liquidity
rating was lowered to SGL-3 from SGL-2.

The review for downgrade considers the slower than anticipated
growth at Las Vegas Sands, LLC stemming largely from the material
softness in the Las Vegas gaming market.  Las Vegas Sands, LLC is
a wholly-owned U.S. subsidiary of Las Vegas Sands Corp. and owns
and operates The Venetian Resort Hotel Casino and The Palazzo
Resort Hotel Casino located on the Las Vegas Strip.  Las Vegas
Sands, LLC is financed on a restricted group basis.

Slower than anticipated growth combined with a continued decline
in overall Las Vegas gaming market revenue would make it difficult
for Las Vegas Sands, LLC to achieve and maintain debt/EBITDA over
the long-term of below 6 times, the level needed to maintain the
current rating.

"The decline in Las Vegas gaming market revenue through May 2008
was worse than Moody's had anticipated and is expected to
continue. Additionally, the weaker economy is taking its toll on
the Las Vegas Strip as casino operators in that market are
experiencing fewer visitors, shorter stays, and lower spend per
visitor," Keith Foley, senior vice president at Moody's, stated.

Moody's review will focus on the evolving operating trends in the
Las Vegas gaming market and their impact on Las Vegas Sands, LLC's
ability to reduce leverage over the longer-term while contributing
financially to the global development initiatives of its parent
company, Las Vegas Sands Corp.

The downgrade to SGL-3 from SGL-2 reflects Moody's concern that
slower than expected growth combined with a continuation of
softness in the Las Vegas gaming market will reduce Las Vegas
Sands, LLC's free cash flow over the next 12-month period as well
as prevent the company from increasing its EBITDA enough to meet
the step-down provision in its bank agreement.  The pro forma
based debt/EBITDA covenant in Las Vegas Sands, LLC's bank
agreement steps down to 7.0 times from 7.5 times on March 31,
2009.  Debt/EBITDA for the latest 12-months ended March 31, 2008
was well over that limit, at about 11 times.  While pro forma
leverage is considerably lower than that, Moody's still expects
the company will be challenged to meet the pro forma debt/EBITDA
covenant over the next few quarters given the current operating
environment as it relates to the Las Vegas Strip.

The ratings of Venetian Macao Limited, also a wholly-owned
subsidiary of Las Vegas Sands Corp, were not affected by this
rating action.  VML owns and operates casino properties in Macao,
China and has its own restricted group financing arrangement.  VML
has a B1 Corporate Family Rating and stable rating outlook.

Las Vegas Sands Corp. ratings placed on review for possible
downgrade:

  -- Corporate Family Rating at Ba3
  -- Probability of Default Rating at Ba3
  -- $250 million 6.375% senior notes due 2105 at Ba3

Las Vegas Sands, LLC ratings placed on review for possible
downgrade:

  -- $5 billion senior secured bank facilities expiring 2014 at
     Ba3

Las Vegas Sands Corp. reported consolidated net revenues of about
$3.4 billion for the 12-month period ended March 31, 2008.  Las
Vegas Sands, LLC reported net revenues of about $1 billion for
that same period


LATAM TRUST: Moody's Assigns Ba1 Rating to Class CLP5.1BB Cert.
---------------------------------------------------------------
Moody's Investors Service placed its rating of these notes issued
by Latam Trust Series 2007-103 on review for possible downgrade:

Class Description: CLP 5,185,000,000 UF-adjusted Certificates due
2036 Credit-Linked to 10 year Tranche

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

Moody's explained that the rating actions reflect the negative
action taken by Moody's on the Insurance Financial Strength rating
of MBIA Insurance Corporation, which acts as GIC provider in the
transaction.  On June 19, 2008 Moody's downgraded its rating of
MBIA Insurance Corporation to A2.

Latam Trust Series 2007-103 is a static synthetic transaction
referencing a pool of corporate bonds.  It was originated in June,
2007.


LAZY DAYS: Continued EBITDA Erosion Prompts S&P to Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seffner, Florida-based Lazy Days' R.V. Center Inc. to
'CCC+' from 'B'.  S&P also lowered its rating on the company's
unsecured debt to 'CCC-' from 'B-'.  The outlook is negative.  The
downgrade reflects continued erosion in the company's EBITDA and
credit measures, in the context of a recessionary economy that
shows limited signs of recovering this year or next.
     
"This difficult environment will likely cause a sharp drop in
sales of recreational vehicles for the industry," said Standard &
Poor's credit analyst Nancy Messer, "pressuring margins, earnings,
and cash flow for Lazy Days."  Thus, credit measures have declined
despite roughly flat debt levels.  In this environment of reduced
sales, and notwithstanding recent cost reductions, S&P are
concerned about the company's maintenance of adequate liquidity
over the next 12 months because free cash generation will likely
be limited or negative.  S&P believe adequate liquidity is
available for the November 2008 payment, but if sales remain weak,
liquidity could be compromised by next May.
     
Lazy Days has a highly leveraged financial risk profile marked by
very tight liquidity and weak credit measures, while its
vulnerable business risk profile is characterized by cyclical
demand in the company's RV market and a competitive operating
environment.  Demand is vulnerable to frail consumer confidence
and high fuel costs and interest rates.  The company also has a
small scale of operations and limited breadth.  Furthermore, the
business profile reflects the risks related to Lazy Days' single
operating location.  These challenges more than offset fair
demographic trends supporting the long-term growth of the RV
market, the company's market-leading position, its broad product
line, and its loyal customer base.  The company had balance sheet
debt totaling $139 million as of March 31, 2008.
     
In the first quarter of 2008, Lazy Days' sales of new RVs fell 10%
year over year, after remaining roughly flat during full-year
2007.  Used-vehicle demand has also been soft, down 3% for the
first quarter.
     
The outlook is negative.  The ratings could be lowered further if
the company's near-term liquidity is compromised by further drops
in RV sales and constrained access to its credit facility.  S&P
believe this scenario could occur because of the continuing weak
economic conditions, despite the company's initiatives to reduce
costs.  Although unlikely in 2008, S&P could revise the outlook to
positive or raise the rating to 'B-' if the economy rebounds and
stabilizes, supporting improved RV demand, and the company is able
to benefit from cost reductions to improve cash generation.


MAPCO EXPRESS: S&P Lowers Corporate Credit Rating to B- from B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MAPCO Express Inc. to 'B-' from 'B'.  S&P also lowered
the Franklin, Tennessee-based company's bank loan rating to 'B'
from 'B+'.  The outlook is negative.
     
"The downgrade and outlook revision reflect our concern about the
company's ability to meet tightened financial covenants under its
secured credit facilities given weakening operating performance,"
said Standard & Poor's credit analyst Ana Lai.  S&P expects
financial covenants cushion to remain very tight for the remainder
of this year as MAPCO faces operating challenges due to the
volatility of oil prices as well as difficult economic conditions.


MCKENZIE DEVELOPMENT: Case Summary & Six Unsecured Creditors
------------------------------------------------------------
Debtor: McKenzie Development, LLC
        3855 N. Ocoee Street, N.W., Fifth Floor
        P.O. Box 1479
        Cleveland, TN 37364

Bankruptcy Case No.: 08-13486

Type of Business: The Debtor is a privately owned firm offering
                  services in commercial and residential real
                  estate investment opportunities.  Specializing
                  in exclusive East Tennessee real estate, the  
                  firm has a variety of properties available
                  including commercial, residential, undeveloped
                  Mountain home sites, lake and river front
                  property.
                  See http://www.mckenziedevelopment.com/

Chapter 11 Petition Date: July 17, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Harry R. Cash, Esq.
                  Email: hcash@gkhpc.com
                  Grant, Konvalinka and Harrison
                  Suite 900 Republic Centre
                  633 Chestnut Street
                  Chattanooga, TN 37450
                  Tel: (423) 756-8400
                  Fax: (423) 756-0643
                  http://www.gkhpc.com/

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

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

      http://bankrupt.com/misc/tneb08-13486.pdf


MGM MIRAGE: Moody's to Review Low-B Ratings for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of MGM MIRAGE on
review for possible downgrade and affirmed the company's
Speculative Grade Liquidity rating at SGL-3.  The review is
prompted by the challenging operating environment in Las Vegas, an
eroding cushion under the company's one financial covenant, and
the need to complete the financing for the City Center joint
venture in order to address future liquidity needs.

Las Vegas reported much larger than expected declines in gaming
revenues in May. The year-to-date market trend is worse than
Moody's had anticipated. Given the pace of deterioration in these
markets (comprising about 80% of MGM MIRAGE's EBITDA) as well as
uncertainty regarding the level of future funding support for
CityCenter, the company's credit metrics could weaken to a level
inconsistent with its current Ba2 rating.

The SGL-3 reflects adequate liquidity.  The company's negative
free cash flow position is offset by availability under the
$4.5 billion revolving credit facility.  While Moody's expects the
company to remain compliant the financial covenant in the
revolver, covenant headroom will shrink.  The SGL-3 is supported
by MGM MIRAGE's largely unencumbered asset base that can provide
considerable liquidity support to the company, if needed.

The review will focus on evolving operating trends in the Las
Vegas gaming market, the final terms of the CityCenter financing
and their impact on the company's liquidity and intermediate term
credit profile.

Ratings placed on review for possible downgrade:

MGM MIRAGE

  -- Corporate Family Rating at Ba2
  -- Probability of default rating at Ba2
  -- Senior unsecured notes at Ba2
  -- Senior subordinated notes at B1

Mirage Resorts

  -- Senior unsecured notes at Ba2

Mandalay Resort Group

  -- Senior unsecured notes at Ba2
  -- Senior subordinated notes at B1

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
17 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM MIRAGE has a 50% interest in CityCenter Holdings,
Inc., a mixed-use project on the Las Vegas Strip and a 50%
interest in MGM Grand Macau, a hotel-casino resort in Macau S.A.R.


MICHAEL VICK: Wants More Time to File List of Creditors
-------------------------------------------------------
Former National Football League quarterback, Michael Dwayne Vick,
asked the U.S. Bankruptcy Court for the Eastern District of
Virginia for additional time to prepare a list of his creditors,
The Associated Press reports.

Mr. Vick, who was sent to jail due to federal conspiracy and
operating a dog fighting ring, attended a July 17, 2008 bankruptcy
hearing by telephone, AP relates.

Mr. Vick also asked the Court for permission to hire David Talbot
to manage his financial affairs, AP says.  According to court
documents, Mr. Talbot received about a month earlier a Mercedez-
Benz worth $80,000 as payment from Mr. Vick, MyFox Hampton Roads
relates.

The Court will hear Mr. Vick's extension request on July 28, 2008,
AP says.

                     About Michael Dwayne Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed his chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MIDWEST AIRLINES: Wins Labor Concessions; Avoids Bankruptcy
-----------------------------------------------------------
Midwest Airlines Corp. staved off a possible bankruptcy filing
after it won concessions from various labor unions, the Associated
Press reports.  The concessions provide tradeoffs that will slash
the carrier's expenses in the future.

The pilots' and flight attendants' unions approved package
concessions that would bring the company $600,000 in savings per
month.  In the next five years, the accord with flight attendants
will bring about savings of $5 million for the airliner, and cost
savings of $30 million with Midwest's pilots, the labor unions
told the AP.

Pursuant to the concessions, around 72% of union members voted
against the laying off of employees, and have agreed to changes in
work, sick leave, and vacation policies, and a 1.9% decrease in
salaries, the AP cites a union official.  The parties also agreed
on a six-month voluntary furlough starting during the fall season.

The company, in return, will give their employees the opportunity
to participate in income sharing and stock option plans.

"Concessionary bargaining is difficult because you have to decide
what you want to give up... [B]ut I think the pilots took a
pragmatic approach and did what was necessary and appropriate,"
the AP quotes pilot union chairman Jerome Schnedorf as saying.

"I expect some people here will want to change careers," local
union president Toni Phillips added.

Talks of the carrier's bankruptcy have been rife in the past few
months after the company's executives admitted that it would
tumble into Chapter 11 protection without the concessions from the
labor union and aircraft lessors.

The AP relates that the company's management stopped paying, on
the interim, its leases and debts on the aircraft it operates last
March, due in part to the aircrafts' depreciating values.  The
current economic crisis and declining tourism had been troubling
Midwest and its profitability since the 9/11 terrorist attacks.

As reported by the Troubled Company Reporter, on July 14, 2008,
the carrier's pilots said the company is planning to file for
bankruptcy after the pilots failed to strike collective bargaining
agreement with the management of Midwest Airlines.  On the same
day, the company said it was in talks with the Airline Pilots
Association and the Association of Flight Attendants -- the labor
organizations that represent its pilots and flight attendants --
to reach agreements on concessions necessary to reduce the
airline's cost structure.

The TCR reported on July 15, 2008, that the company plans to
reduce its Midwest Airlines and its Skyway workforce by about
1,200 employees, or 40%.  The majority of the jobs affected are
related to the airline's previously announced decision to remove
its 12-plane MD-80 fleet from service this fall, as well as other
schedule adjustments to be announced.

                        About Midwest Air

Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest     
Airlines, Inc.  Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri.  Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.  
Midwest Airlines and Midwest Connect constitute the company's
segments.  It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service.  As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.  
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.  
Its subsidiaries provide aircraft charter services, transport air
freight and mail.  The company has a total of more than 3,000
workers.

As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.


MIDWEST AIRLINES: To Cut Flights to 11 Cities by September 8
------------------------------------------------------------
Midwest Airlines Inc., a unit of Midwest Air Group Inc., will
cease flights to 11 cities by Sept. 8, 2008, Bloomberg News says,
citing a company statement.  Affected cities are Fort Lauderdale
and Fort Myers in Florida; Sand Diego, California; Baltimore,
Maryland; Hartford, Connecticut; St. Louis, Missouri; San Antonio,
Texas; and Louisville, Kentucky, according to the report.

Bloomberg relates that Midwest will retain its Los Angeles,
California and Seattle, Washington flights but will have to travel
through Kansas City, Missouri.

Midwest will no longer provide daily flights to Orlando, Florida
from Milwaukee but will will provide flights from October to
April, Bloomberg writes.

Midwest, which served 47 cities early this year, had already cut
flights to Austin, Texas; Charlotte, North Carolina; Colorado
Springs; and Duluth, Minnesota, Bloomberg notes.  Midwest said it
will continue to serve 32 cities.

As reported by the Troubled Company Reporter, on July 14, 2008,
the carrier's pilots said the company is planning to file for
bankruptcy after failing to strike collective bargaining agreement
with the management of Midwest Airlines.  On the same day, the
company said it was in talks with the Airline Pilots Association
and the Association of Flight Attendants -- the labor
organizations that represent its pilots and flight attendants --
to reach agreements on concessions necessary to reduce the
airline's cost structure.

The TCR reported on July 15, 2008, that the company plans to
reduce its Midwest Airlines and its Skyway workforce by about
1,200 employees, or 40%.  The majority of the jobs affected are
related to the airline's previously announced decision to remove
its 12-plane MD-80 fleet from service this fall, as well as other
schedule adjustments to be announced.

                        About Midwest Air

Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest     
Airlines, Inc.  Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri.  Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.  
Midwest Airlines and Midwest Connect constitute the company's
segments.  It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service.  As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.  
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.  
Its subsidiaries provide aircraft charter services, transport air
freight and mail.  The company has a total of more than 3,000
workers.

As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.


MILLENNIUM CELL: Directors Approve Liquidation Plan
---------------------------------------------------
Millennium Cell Inc.'s board of directors approved a plan to
liquidate the company through the sale of its assets and the
distribution of the proceeds to its creditors.  At current
estimated asset valuations, there is no expectation that the
holders of the company's common stock will receive any proceeds
through the liquidation.

To assist it in implementing the liquidation plan, Millennium Cell
has engaged the services of a company formed by Adam Briggs,
former president of the company, to market and make
recommendations to the board on the asset sales and other matters
for the winding up of the company.

Interested bidders for the company's assets may contact Mr. Briggs
at: 1-732-544-5732 or HOD.Sales@gmail.com.

The liquidation plan contemplates that Millennium Cell will file
for Bankruptcy within the next 30 to 45 days.

Millennium Cell disclosed in May 2008, that it had been unable to
secure enough funding to continue its business operations and as a
result, furloughed all employees and ceased operations.  The
company also disclosed that it was engaged in discussions with a
corporation that had expressed interest in entering into a reverse
merger with it, which transaction would have contemplated the
provision of short term liquidity for the company pending its
completion.

As discussions for that transaction did not proceed as expected
and were terminated by the company, the company's board determined
that it had no further options other than to pursue the
liquidation plan or Bankruptcy, as had also been contemplated if
the reverse merger transaction did not proceed.

                    About Millennium Cell Inc.

Headquartered in Eatontown, New Jersey, Millennium Cell Inc. --
http://www.millenniumcell.com/-- (OTC:MCEL) is engaged in the  
development of hydrogen fuel cartridge technology and designs,
well as hydrogen batteries comprising of a fuel cell and the
company's hydrogen storage technology for use in portable
electronic devices for the military, industrial, medical and
consumer electronics markets. The company continues to license its
hydrogen cartridge technology and designs to companies, which
develop fuel cell systems.


MODAVOX INC: Posts $327,142 Net Loss in First Quarter Ended May 31
------------------------------------------------------------------
Modavox Inc. reported a net loss of $327,142 on revenue of
$860,635 for the first quarter ended May 31, 2008, compared with a
net loss of $337,831 on revenue of $602,338 in the corresponding
period ended May 31, 2007.

Revenues for the quarter ended May 31, 2008, included $168,360
from the Interactive Media Division and $692,275 from the
Broadcast Media Division.

At May 31, 2008, the company's consolidated balance sheet showed
$6,379,537 in total assets, $1,570,376 in total liabilities, and
$4,809,161 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?2f9a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 24, 2008,
Houston-based Malone & Bailey, PC, expressed substantial doubt
about Modavox Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Feb. 29, 2008.  The auditor pointed the company's
recurring losses.

Modavox believes that additional losses may be incurred as it
develops and executes a sales and distribution strategy for its
products and expands the number of sales locations.  These
potential losses and capital expenditures needed for Modavox to
expand its sales locations and fund increases in revenue will
likely require Modavox to raise additional capital through the
issuance of equity or debt.

                        About Modavox Inc.

Modavox Inc. (OTC BB: MDVX.OB) -- http://www.modavox.com/--   
offers Internet broadcasting and produces and syndicates online
audio and video.  It also offers innovative, effective and
comprehensive online tools for reaching targeted niche communities
worldwide.  Through patented Modavox technology, Modavox delivers
content straight to desktops and Internet-enabled devices.  
Modavox provides managed access for live and on-demand Internet
Radio Broadcasting, E-learning and Rich Media Advertising.


MODERN CONTINENTAL: Committee Taps Jager Smith as General Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Modern
Continental Construction Co.'s Chapter 11 case asks authority from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Jager Smith P.C. as its general counsel.

Jager Smith will, among others, provide legal advice to the
Committee with respect to the Committee's responsibilities,
powers, and duties, and give legal advice with respect to any
proposed plan of reorganization and disclosure statement.

Steven C. Reingold, Esq., a partner at Jager Smith, tells the
Court that the firm's professionals bill these hourly rates:

      Bruce F. Smith               $450
      Steven C. Reingold           $330
      Michael J. Fencer            $310

      Other Counsel             $270 - $540
      Paraprofessionals         $105 - $175

Mr. Reingold assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                      About Modern Continental

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts   
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.

The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558).  Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts.  An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.

When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.


MORTGAGES LTD: Section 341(a) Meeting Scheduled for July 29
-----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Mortgages
Ltd.'s creditors on July 29, 2008, at 5:00 p.m., at the U.S.
Trustee Meeting Room, 230 North First Avenue, Suite 102, in
Phoenix, Arizona.

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.

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/--    
originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.  
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a Chapter 11 proceeding on June
24, 2008 (Bankr. Ariz. Case No. 08-07465).  Judge Sarah Sharer
Curley presides over the case.  As of Dec. 31, 2007, the Debtor
had total assets of $358,416,681 and total debts of $350,169,423.


MORTGAGES LTD: U.S. Trustee Appoints 3 Members to Creditors Panel
-----------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, appointed
three members to the Official Committee of Unsecured Creditors in
Mortgages Ltd.'s Chapter 11 cases.

The Committee members are:

   1) Enable Staffing
      Attn: Cameron Kerner
      88 S. San Marcos Place, Suite 204
      Chandler, AZ 85225
      Tel: (602) 326-6671
      Fax: (480) 422-6107

   2) Kirk Guthrie Interiors
      Attn: Kirk Guthrie
      2235 East Rose Garden Loop
      Phoenix, AZ 85024
      Tel: (602) 418-1725
      Fax: (602) 971-2668

   3) Sternfels & White PLLC
      Attn: Robert Sternfels
      16803 East Palisades Boulevard
      Fountain Hills, AZ 85268
      Tel: (480) 816-9985
      Fax: (480) 816-5342

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/--    
originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.  
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a Chapter 11 proceeding on June
24, 2008 (Bankr. Ariz. Case No. 08-07465).  Judge Sarah Sharer
Curley presides over the case.  As of Dec. 31, 2007, the Debtor
had total assets of $358,416,681 and total debts of $350,169,423.


NEPTUNE CDO II: Moody's Puts Junk Ratings on Four of Five Notes
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Neptune CDO II, Ltd., and left on review for
possible further downgrade the rating of two of these classes.  
The notes affected by the rating action are:

Class Description: $198,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $52,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $18,000,000 Class B Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $6,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2045

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

Class Description: $12,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2045

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on June 27, 2008, of an event of default
described in Section 5.01(i) of the Indenture dated July 26, 2005.

Neptune CDO II, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the
default event.  Because of this uncertainty, the ratings assigned
to the Class A-1 Notes and Class A-2 Notes remain on review for
possible further action.


NEW CENTURY: Court Reduces BofA's Secured Claims to $93,900,000
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation among New Century Financial Corporation and its
debtor-affiliates, Bank of America, N.A., and the Official
Committee of Unsecured Creditors regarding claims by Bank of
America in relation to an amended and restated master repurchase
agreement.

Judge Kevin J. Carey allowed five BofA claims as general unsecured
claims for $18,780,000 each, or $93,900,000 in the aggregate, in
complete satisfaction of BofA's claims against the Debtors.  The
Debtors waived and released all claims against BofA.

Debtors' counsel, Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., had related that on Oct. 10, 2007, BofA filed five
claims for $38,006,044 each, or $190,030,220 in the aggregate,
against the Debtors:

         Claim No.    Debtor
         ---------    ------
            3839      New Century Capital Corp.
            3840      New Century Mortgage Corp.
            3841      Home123 Corp.
            3842      New Century Credit Corp.
            3498      New Century Financial Corp.

The Debtors and the Committee had disputed the validity and amount
of the claims.  After extensive negotiation, the parties have
reached a resolution of their dispute.  According to Mr. Collins,
the stipulation represents a reasonable settlement of the
parties' disputes, and is in the best interest of the Debtors,
their estates, and their creditors.

Under the stipulation, the parties have agreed that BofA's Claims
will each be allowed as a general unsecured claim for
$18,780,000, in complete and final satisfaction of all BofA's
claims arising from the repurchase agreements.  All claims the
held by the Debtors or the Committee against BofA are also
discharged.

                   About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real        
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.

The Debtors' exclusive period to file a plan was extended by the
Court through Aug. 20, 2008.  The confirmation hearing on the
Debtor's plan began April 24, 2008.  (New Century Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY FINANCIAL: Court Confirms Joint Liquidation Plan
------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, confirmed on July 15, 2008, the 2nd Amended
Joint Chapter 11 Plan of Liquidation dated as of April 23, 2008,
co-proposed by New Century Financial Corporation and its debtor-
affiliates and the Official Committee of Unsecured Creditors.

The Bankruptcy Court found that the Plan is compliant in all
respects with the statutory requirements under Section 1129 of
the Bankruptcy Code.  The Bankruptcy Court approved the
settlements and compromises provided for in the Plan, including:

   (a) the Multi-Debtor Claim Protocol, which provided for a
       compromise on inter-Debtor related issues with respect to
       claims certain of the Debtors are jointly liable;

   (b) the EPD/Breach Claim Protocol, which set a protocol for
       distribution amounts for claims arising under an agreement
       between one or more of the Debtors and a loan buyer or
       securitization trust;

   (c) the Intercompany Claim Protocol, which provided for the
       cancellation or reduction of intercompany claims between
       the Debtors;

   (d) the distribution of the Litigation Proceeds among the
       various creditor groups;

   (e) the establishment of the Joint Administrative Share; and

   (f) the formation and composition of the Debtor Groups and
       the establishment and application of the Determined
       Distribution Amount to calculate the distributions to
       creditors.

                 Court Resolves Plan Objections

Judge Carey overruled all outstanding objections to the Plan's
confirmation.  The withdrawal of a portion of the New York State
Teachers Retirement System's objection -- relating to the pursuit
of claims solely to the extent of available insurance proceeds --
is without prejudice to the Securities Plaintiffs in the
shareholder securities fraud class action, in In re New Century,
Case No. 2:07-cv-00931, pending in the U.S. District Court for
the Central District of California, to move for relief from the
automatic stay to pursue their claims.

On the Effective Date, all claims and causes of action that the
Debtors may have or could have asserted against Goldman Sachs
Mortgage Company or its affiliates related to Access Lending will
be discharged.

Under the Plan, the Internal Revenue Service may exercise its
right to set-off unpaid Allowed Claims against refunds of taxes
due and payable from the IRS to the Debtors, including the income
tax refund claimed by the Debtors for the 2004 taxable year, for
$66,016,311.  The IRS may continue its audit of the Tax Years of
the Debtors until the expiration of the statute of limitation for
the years in dispute, 2003, 2004, 2005 and 2006.

In order to pay IRS' Allowed Priority Tax Claims, the Liquidating
Trustee will establish a reserve in the amount of $1,500,000 as
soon as practicable after the Effective Date.  No later than
Sept. 15, 2008, the IRS will issue the Debtors a statutory notice
of deficiency for the Tax Years.  By no later than 5:00 p.m. on
August 20, 2008, the IRS will provide to the Debtors the IRS'
best estimate of the net amount of additional tax owed by the
Debtors for the Tax Years.

With respect to the Texas Comptroller of Public Accounts, its
set-off rights are not impaired or altered in any way by the Plan
or the Confirmation Order.

                 Dissolution of Committee and
                Formation of Liquidating Trust

On the Effective Date, the Official Committee of Unsecured
Creditors will dissolve automatically, and its members,
professionals, and agents will be released from further duties
and responsibilities in the Debtors' Chapter 11 cases and under
the Bankruptcy Code, or in connection with the Plan and its
implementation.

Furthermore, on the Effective Date, the Plan Advisory Committee
will be deemed appointed, and will adopt by-laws to govern its
actions.  The Plan Advisory Committee will consist of five
members of the Creditors Committee:

   * Credit Suisse First Boston Mortgage Capital LLC;
   * Deutsche Bank National Trust Co.;
   * Fidelity National Information Services, Inc.;
   * Kodiak Funding, LP; and
   * Residential Funding Company, LLC.

The Liquidating Trust Agreement, as amended, has been approved.  
On or prior to the Effective Date, the Liquidating Trust will be
formed.  Alan M. Jacobs is appointed Liquidating Trustee and will
commence service on the Effective Date.

The Liquidating Trustee is permitted to act in accordance with
the terms of the Liquidating Trust Agreement from the
Confirmation Date through the Effective Date.  He will be deemed
the Estates' representative, except with respect to Reorganized
Access Lending, in accordance with the provisions of the
Bankruptcy Code.  The Liquidating Trustee is also appointed as
the sole officer and director of each of the Debtors as of the
Effective Date.

The Liquidating Trustee, in its reasonable business judgment, and
in an expeditious but orderly manner, will liquidate and convert
the Liquidating Trust Assets to cash, make timely distributions,
and not unduly prolong the duration of the Liquidating Trust.

The Holders of Holding Company Debtor Unsecured Claims and the
Holders of Operating Debtor Unsecured Claims will be the sole
beneficiaries of the Liquidating Trust.  Holders of Unsecured
Claims against Access Lending will not be beneficiaries of the
Liquidating Trust.  Allowed A/P/S Claims, other than against
Access Lending, will be paid out of the Liquidating Trust Assets,
but will not be beneficiaries of the Liquidating Trust.

A full-text copy of the New Century Plan Confirmation Order is
available for free at:

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

                Debtors Met Statutory Requirements

Judge Carey ruled that the Debtors and the Plan complied with all
applicable requirements under Section 1129 of the Bankruptcy
Code:

   (1) The Plan complies with Section 1129(a)(1) since the
       various Classes of Claims and Interests are classified
       based on valid business, factual and legal reasons, and
       those Classes do not unfairly discriminate between
       holders of Claims and Interests.

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

   (3) The Plan complies with Section 1129(a)(3) because the Plan
       was proposed with legitimate and honest purposes, in good
       faith and not by any means forbidden by law.

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

   (5) The Plan complies with Section 1129(a)(5) with respect to
       Directors, Officers or Insiders going forward.

   (6) Section 1129(a)(6) is inapplicable because the Debtors'
       businesses will not involve rates established or approved
       by, or otherwise subject to, any governmental regulatory
       commission.

   (7) The Plan complies with the requirements of Section
       1129(a)(7).

   (8) The Plan complies with the requirements of Section
       1129(a)(8).

   (9) The treatment of Administrative Claims, Priority Tax
       Claims and Non-Tax Priority Claims pursuant the Plan
       satisfies the requirements of Sections 1129(a)(9).

  (10) The Plan satisfies the requirements of Section
       1129(a)(10).

  (11) To the extent applicable to a plan of liquidation, Section
       1129(a)(11) is not applicable to the Plan.

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

  (13) Section 1129(a)(13) is satisfied since all retiree
       benefits will be treated as executory contracts subject to
       rejection in accordance with the Plan.

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

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

  (16) The Plan complies with Section 1129(a)(16).

Judge Carey also concluded that the Plan Proponents have met
their burden of proving the elements of Sections 1129(a) and (b)
by a preponderance of evidence, and under the clear and
convincing standard of proof.  Further, the Plan satisfies the
requirements of Section 1129(d), as its purpose is not the
avoidance of taxes or the avoidance of the requirements of
Section 5 of The Securities Act of 1933.

                   About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real       
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008.  The
confirmatin hearing on the Debtor's plan began April 24, 2008.  
(New Century Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY FINANCIAL: Exclusivity Period Extended to August 20
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the period during which New Century Financial
Corporation and its debtor-affiliates have the exclusive right to
solicit acceptances of their Chapter 11 Plan, pursuant to Section
1121(d) of the Bankruptcy Code, through and including August 20,
2008.  Judge Carey had previously extended the Exclusive
Solicitation Period to June 24.

The extension may be unnecessary as the Debtors have recently
obtained confirmation of their Second Amended Joint Chapter 11
Plan of Liquidation dated as of April 23, 2008.

                   About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real       
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008.  The
confirmatin hearing on the Debtor's plan began April 24, 2008.  
(New Century Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


NEXCEN BRANDS: Lender BTMU Extends Forbearance Period to August 8
-----------------------------------------------------------------
NexCen Brands Inc. entered into an amended and restated letter
agreement with BTMU Capital Corporation that extends an original
forbearance period from July 17, 2008, through Aug. 8, 2008.  The
terms and conditions of the amended and restated agreement include
a number of modifications that may enhance the company's access to
cash to fund operations.

Certain additional modifications in the restated letter agreement
include:

   * permission to withdraw certain additional amounts that remain
     in the lockbox for these purposes:

     -- certain of the company's subsidiaries will be paid
        approximately $1.1 million for management fees accrued
        since May 31, 2008, to reimburse the subsidiaries for
        operating expenses associated with managing the company's
        brands and franchisees;

     -- BTMUCC will be paid approximately $2.6 million for accrued
        interest on all outstanding notes;

     -- BTMUCC's professional advisors will be paid approximately
        $418,000 for services rendered in connection with the
        restructuring;

     -- The issuer will receive approximately $4.6 million for use
        by the company and certain of its subsidiaries for accrued
        accounts payable, accrued expenses and working capital;
        and

   * neither the issuer nor any of its subsidiaries will be
     required to make any payments of principal with respect to
     any outstanding notes with respect to scheduled payments in
     July 2008.

   * approximately $152,000 in a certain issuer subsidiary's bank
     account will be released to the issuer for use by the company
     and certain of its subsidiaries for accrued accounts payable,
     accrued expenses and working capital.

   * approximately $552,000 in a lockbox account will be retained
     in the account and set aside for the payment of fees to
     BTMUCC's professional advisors.

    * certain of the company's subsidiaries agreed to collect an
      alternate management fee for managing the company's brands
      and franchisees effective on and after May 31, 2008.

In the restated letter agreement, BTMUCC continues to allege that
certain defaults and events of default have occurred, and the
issuer and its subsidiaries continue to deny that defaults have
occurred.  

The full text copy of the agreement is available for free at
http://ResearchArchives.com/t/s?2fad

Details regarding the original agreement and alleged defaults are
disclosed in a regulatory filing with the Securities and Exchange
Commission on June 20, 2008.  A full text copy is available for
free at http://ResearchArchives.com/t/s?2fab

The company also made progress in working with BTMUCC toward a
comprehensive restructuring of its loan facility, and it intends
to continue to work with its lender to formalize the restructuring
by the end of the forbearance period on Aug. 8, 2008.

"We are gratified by the ongoing support of our lender as we work
together to develop a long-term financing solution for NexCen,"
Robert W. D'Loren, CEO of NexCen Brands, stated.  "Importantly,
the progress we have made in working with our lender toward the
restructuring of our credit facility enables us to continue
implementing our operating plans for both our license and
franchise businesses."

While NexCen is working with BTMUCC to conclude a comprehensive
restructuring of its loan facility by the end of the forbearance
period on Aug. 8, 2008, no agreement has yet been reached, and
there can be no assurance that any agreement will be reached and
approved by the parties by such date, or at all, on terms that
will provide the company with the additional liquidity it needs to
operate its business.

                   About NexCen Brands

Nexcen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/    
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NORD RESOURCES: Nedbank Extends Term Loan Maturity to December 31
-----------------------------------------------------------------
Nord Resources Corporation, which is reactivating copper mining at
the Johnson Camp Mine in Arizona, agreed with Nedbank Limited on
amending its credit agreement originally entered into on
June 17, 2007.

The amended credit agreement continues to provide Nord Resources
Corporation with a $25 million secured term-loan credit facility
to help facilitate the construction, start-up, and operation of
Nord's Johnson Camp Mine, as well as a series of term loans to be
funded from time to time by a syndicate of lenders in response to
draw-down requests by Nord, with the aggregate amount of all term
loans being $25 million.

The amendment to the credit agreement extends the end of the
period during which the term loans will be available from June 30,
2008, to Dec. 31, 2008, and the due date of the first payment has
been changed from Dec. 31, 2008, to March 31, 2009.  In addition,
the loan repayments must now be made in 15 equal quarterly
installments rather in 16 equal quarterly installments.

Further, the amendment extends the completion period for the work
necessary to bring the Johnson Camp Mine into full operation from
July 2009 to October 2009.

A full-text copy of the amended and restate credit agreement is
available for free at http://ResearchArchives.com/t/s?2fa0

The Troubled Company Reporter said on May 16, 2008, that Nord
Resources had drawn down $12 million of the $25 million secured
term-loan credit facility arranged in June 2007 with Nedbank
Limited as of March 31.  The company believes that the remaining
$13 million available under the credit facility, funds from the
special warrant financing completed in June 2007, and funds
generated from operations will be sufficient to meet the capital
requirements to reactivate the Johnson Camp Mine.

                      About Nord Resources

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/ -- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

On March 26, 2008, Mayer Hoffman McCann PC, in Denver, Colorado,
expressed substantial doubt about Nord Resources Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2007, and 2006.  The auditing firm company reported that
the company incurred a net loss of $2.5 million and $6.2 million
during the years ended Dec. 31, 2007, and 2006.  

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet the company's
obligations on a timely basis, to produce copper at a level where
it can become profitable, to pay off existing debt and provide
sufficient funds for general corporate purposes.

                 Liquidity and Financial Resources

Nord Resources Corporation's balance sheet at March 31, 2008,
showed total assets of $ 29.2 million and total liabilities of
$32.3 million, resulting in shareholders' deficit of roughly
$3.1 million.

The company's cash flows from operating activities during the
three months ended March 31, 2008, and 2007 were negative $532,132
and negative $114,079.


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).


OLYMPIC SALES: Files for Chapter 11 Protection in California
------------------------------------------------------------
Olympic Sales Inc. and three of its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code before the U.S.
Bankruptcy Court in San Fernando, California, Bloomberg News
reports.

The affiliates are Olympic Boat Centers Canada Ltd., from Redmond
in Washington, Olympic Boat Centers Holding Co. also in Richmond,
and Marine Center Inc., from Canoga Park, California, the report
says.

The company, the report adds, did not state reasons why it filed
for bankruptcy.

Bloomberg citing papers filed with the Court, says Olympic
Sales listed assets and debts of more than $100 million.  Court
documents revealed about 999 creditors including Massachusetts
Mutual Life Insurance, which is owed as much as $6.1 million, the
report notes.

Olympic Sales Inc. -- http://www.boatnut.com/-- sells bayliner,  
maxum, meridian and trophy boats with 21 west coast locations from
San Diego to British Columbia.


OLYMPIC SALES: Case Summary & 62 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Marine Center, Inc.
             21627 Roscoe Blvd.
             Canoga Park, CA 91304

Bankruptcy Case No.: 08-15023

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        OBC Holding Co., Inc.                      08-15024
        Olympic Sales, Inc.                        08-15026
        Olympic Boat Centers Canada, Ltd.          08-15027

Type of Business: The Debtors sell transportation equipment in
                  wholesale.  They provide boatbuilding, repairing
                  and advertising services.

Chapter 11 Petition Date: July 17, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtors' Counsel: David L. Neale, Esq.
                        Email: dln@lnbrb.com
                  Todd M. Arnold, Esq.
                        Email: tma@lnbrb.com
                  Levene Neale Bender Rankin & Brill, LLP
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  http://www.lnbrb.com/

Marine Center, Inc's Financial Condition:

Estimated Assets: $50,000,000 to $100,000,000

Estimated Debts:  $50,000,000 to $100,000,000

A. Marine Center, Inc.'s 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Land N Sea Dist.               $53,101
Attn: HHURD
4105 S. Market Ct.
Sacramento, CA 95834

Ardell Investment Co.          $25,000
2077 West Coast Hwy.
P.O. Box 1715
Newport Beach, CA 92659

Majestic Insurance Co.         $24,039
Dept. 33417
P.O. Box 39000
San Francisco, CA 94139-3417

Mercury Marine                 $23,406

Pacific Boat Trailers, Inc.    $18,384
(South California)

Seawide Marine Distribution,   $16,342
Inc.

XO Communications, LLC         $15,938

Ogner Motorcars, Inc.          $15,435

Felder-Jennings                $11,576

Oakland Marinas                $10,083

Lauritzen Yacht Harbor, LLC    $9,896

Port Supply                    $9,683

Brunswick Product Protection   $9,455
Corp.

Battery Systems, Inc.          $8,807

Llewellyn Supply               $7,325

Hill's Boat Service, Inc.      $6,904

Ventura Harbor Boatyard, Inc.  $6,294

David B. Bicknell              $5,769

SMS Yacht Maintenance          $5,309

Patrick F. Grabowski           $4,200
Enterprises

B. OBC Holding Co., Inc.'s Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
GE Commercial Distribution     guaranty of           unknown
Finance Corp.                  subsidiary debt
5595 Trillium Blvd.
Hoffman Estates, IL 60192

Key Bank National Assn.        guaranty of           unknown
800 Superior Ave., 9th Fl.     subsidiary debt
Cleveland, OH 44114

C. Olympic Sales, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Massachusetts Mutual Life      1998 & 2000 senior    $6,139,705
Insurance Co.                  subordinated notes
Attn: Michael Klofas, Managing
Director
1295 State St.
Springfield, MA 01111

Strategic Media Alignment,                           $216,829
Inc.
6213 137th Place S.W.
Edmonds, WA 98026

Land N Sea Dist.                                     $149,627
Attn: HHURD
4105 S. Market Ct.
Sacramento, CA 95834

United Healthcare Insurance                          $99,442
Co.

Pricewaterhousecopers, LLP                           $90,160

Western Marine Insurance                             $79,448
Service

Seawide Marine Distribution                          $71,903

Brunswick Product Protection                         $52,707
Corp.

Mercury Marine                                       $51,255

Comdata                                              $27,636

Payment Insured Plan, Inc.                           $24,811

Battery Systems                                      $23,898

XO Communications, LLS                               $23,448

Christiandirect                                      $23,036

US Marine Parts                                      $21,679

Pierce County Budget & Finance                       $21,130

Schwitter's Marine, LLC                              $19,824

Rasmussen's Marine Electric,                         $19,727
Inc.

King County Treasury                                 $17,675

Trader Media                                         $12,755

D. Olympic Boat Centers Canada, Ltd.'s 20 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Livingston                     $40,715
P.O. Box 14
1140 West Pender St.
Vancouver, BC V6E 4H6

Brunswick Product Protection   $20,857
Corp.          
5125 Country Rd. 101, Ste. 200
Minnetonka, MN 55345

Industrial Alliance Pacific    $16,324
The SAL Group, Ste. 305
9440-202 St.
Langley, BC V1M 4A4

Western Marine                 $14,999

United Marine Services         $6,694

Blue Peter Marine              $6,694

Roton Industries, Ltd.         $6,273

Sunburst & Compleat            $4,700

Mercury Marine                 $4,694

Morneau Sobeco, Inc.           $4,328

CINTAS                         $2,965

Seaspan Coastal Intermodal Co. $2,889

Dami Sales                     $2,303

Coast Distributiion, Canada    $2,235

TNA Marine                     $2,032

New Creations Repairs, Inc.    $1,706

William Kelly                  $1,600

John Tang Marine Repair        $1,590

Jim Lamb                       $1,486

Shawn R. Hansen                $1,440


ORIENTAL TRADING: S&P Holds 'B-' Rating; Changes Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Oriental
Trading Co. Inc., to negative from stable.  At the same time, S&P
affirmed the ratings, including 'B-' corporate credit rating, on
the Omaha, Nebraska-based company.
     
"The outlook revision reflects continued deterioration of its
operating performance," said Standard & Poor's credit analyst
Mariola Borysiak, "and our concern that the company might violate
its financial covenants over the next few quarters if negative
operating trends do not reverse."


PACIFIC IMAGING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pacific Imaging Services, Inc.
        dba Monterey Advanced Imaging Center & Open MRI
        24551 Silver Cloud Court, Suite 100
        Monterey, CA 93940

Bankruptcy Case No.: 08-53749

Type of Business: The Debtor operates a medical imaging center.
                  See http://www.montereyimagingopenmri.com/

Chapter 11 Petition Date: July 16, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Henry B. Niles, III, Esq.
                  (ecf-niles@hbniles.com)
                  Law Offices of Henry B. Niles III
                  340 Soquel Avenue, Suite 105
                  Santa Cruz, CA 95062
                  Tel: (831) 457-4545
                  Fax: (831) 457-4555

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

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

Debtor's list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Technitron International           Maintenance           $200,000
Medical Systems Engineering        Agreement
5769 La Ribera Street
Livermore, CA 94550

Ronald N. Chaplan                  State Court Action    $131,225
900 Cass Street                    Case No. M79651
Monterey, CA 93940

DKL Investments                    State Court Action    $100,000
1010 Cass Street, Suite A-2        Case No. M83472
Monterey, CA 93940

Salinas Valley Radiology           Trade Debt             $23,230

Law Offices of Hugo Gerstl         Legal Fees             $20,089

Safeco Business Insurance          Trade Debt              $7,641

Hitachi Medical Systems            Trade Debt              $6,625

Pacific Gas & Electric             Utilities               $3,594

Mangnetech                         Trade Debt              $3,381

California Radiography             Trade Debt              $3,189

Communication Cable                Trade Debt              $1,834

Practice Admin, LLC                Trade Debt              $1,600

Bank of America                    Credit Card             $1,542

Fred Marcussen, CPA                Acctng. Services        $1,440

Envirotemp                         Trade Debt              $1,405

AT&T Yellow Pages                  Trade Debt                $623

Guardian                           Trade Debt                $446

Mission Linen Supply               Trade Debt                $257

Terminex                           Trade Debt                $100

Fed Ex                             Trade Debt                 $82


PANTRY INC: Moody's Rates Corporate Family B2 with Neg. Outlook
---------------------------------------------------------------
Moody's Investors Service downgraded The Pantry Inc.'s Corporate
Family Fating to B2 from B1 and assigned a negative rating
outlook.  This concludes the review that was initiated on April
15, 2008.

The downgrade considers that it is less likely that Pantry will be
able to reduce its leverage in the foreseeable future given the
challenging retail environment, continued volatility regarding
gasoline profitability, and intensely competitive nature of the
convenience store industry.  Debt/EBITDA for the latest 12-month
period ended March 27, 2008 was 6.1 times, a level Moody's
considers more consistent with a B2 Corporate Family Rating.

The negative outlook acknowledges that the cushion under Pantry's
financial covenants will likely deteriorate.  In addition to the
possible further negative impact on operating results from
unfavorable economic conditions, profitability concerns and
competitive pressures, there is a step-up in the leverage covenant
contained in the company's bank agreement.  Adjusted Debt/EBITDAR,
as defined by the company's credit agreement, is limited to
6.5 times through June 25, 2009.  After that, however, this
leverage coverage drops to 6.25 times.  For the 12-month period
ended March 27, 2008, the company's adjusted Debt/EBITDAR was
5.7 times.

These ratings were downgraded:

  -- Corporate Family Rating to B2 from B1
  -- Probability of Default Rating to B2 from B1

  -- $225 million secured revolving credit facility expiring May
     2013 to B1 (LGD3, 36%) from Ba3 (LGD3, 33%)

  -- $348 million secured term loan due May 2014 to B1 (LGD3, 36%)
     from Ba3 (LGD3, 33%)

  -- $100 million secured delayed draw term loan due May 2014 to
     B1 (LGD3, 36%) from Ba3 (LGD3, 33%)

  -- $250 million 7.75% senior subordinated notes due Feb. 2014 to
     Caa1 (LGD5, 83%) from B3 (LGD5, 82%)

  -- $150 million 3.00% senior subordinated convertible notes due
     Nov. 2012 to Caa1 (LGD5, 83%) B3 (LGD5, 82%)

Headquartered in Sanford, North Carolina, The Pantry, Inc.
operates 1,659 convenience stores in the Southeastern United
States.  Revenues for the latest 12 months ended March 27, 2008
were approximately $8.1 billion.


PLASTECH ENGINEERED: American Corrugated Cancels
----------------------------------------------------------------
American Corrugated Products, Inc., having filed a notice on
June 17, 2008 with Donlin Recano & Company, informs the U.S.
Bankruptcy Court for the Eastern District of Michigan that it
withdraws the reclamation demand it filed against Plastech
Engineered Products Inc. and its debtor-affiliates.

Steward H. Cupps, Esq., at Kegler Brown Hill & Ritter, counsel to
ACP, relates that on May 6, 2008, the Parties entered into a
trade agreement, pursuant to which the Debtors paid ACP a reduced
amount of $1,350,000 as full payment for ACP's alleged
prepetition claim.  The Court has approved the trade agreement.

Previously, ACP sent the Debtors a reclamation demand for the
return of $550,462 worth of goods it shipped to the Debtors
within 20 days prior to the Petition Date.  On February 22, 2008,
the Debtors filed a Notice of Repudiating Vendor against ACP
directing ACP to appear at a March 14, 2008 hearing.  

The Trade Agreement resolving the Parties' dispute provides that:

   (a) ACP will retain the provisional payment in full
       satisfaction of any prepetition claims ACP may have
       against the Debtors.  The provisional payment does not
       constitute a claim allowed by the Bankruptcy Court in the
       Chapter 11 cases, and signing the Trade Agreement does not
       excuse ACP from filing a proof of clam in these cases.

   (b) ACP will supply postpetition goods, products and services
       to the Debtors on net 10 days terms, which the Debtors
       agree.

   (c) In consideration of the provisional payment, ACP agrees
       not to file or assert against the Debtors any lien or
       claim for reclamation or claim under Section 503(b)(9) of
       the Bankruptcy Code, regardless of the statute or other
       legal authority upon which the lien or reclamation demand
       may be asserted related to any remaining prepetition
       amounts.  To the extent that ACP have already obtained or
       asserted a lien, reclamation demand, or 503(b)(9) Claim,
       ACP will take actions to remove the lien or withdraw the
       claims, at its own expense, unless its participation in
       the trade payment program is terminated.

ACP, however, says its withdrawal is conditioned upon full
retention of the provisional payment.  ACP reserves the right to
renew the reclamation demand, or assert an administrative claim
in the Chapter 11 cases.

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


PLASTECH ENGINEERED: Proposes to Revise Tooling Payment Protocols
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates have
submitted to the U.S. Bankruptcy Court for the Eastern District of
Michigan revised procedures for the payment of certain tooling
payables they sold or transferred to the purchasers of their
business units.

The revised protocol provides that, to obtain payment from the
Debtors with respect to Delivered Tooling, a Tool Vendor or
Molder may elect to either (x) proceed under the Delivered
Tooling Payment Procedures or (y) avail itself of any other legal
or equitable remedy or avenue it may have including commencing an
adversary proceeding or filing a motion to compel payment or
assume any outstanding purchase order or other agreement with the
Debtors, with respect to which all of the Debtors' and other
parties in interest's rights and defenses are expressly reserved.

               Delivered Tooling Payment Procedures

A Tool Vendor or Molder, who seek payment for tooling delivered
to the Debtors, within 20 days after entry of the Court order
approving the Revised Tooling Procedure, will serve on the
Debtors and the DIP Lenders a Lien Claim Summary.  

Within 10 business days after the Due Date, the applicable
Customer, on behalf of the Debtors or the Purchaser, will either:

   (i) pay the Tool Vendor or Molder the agreed upon amount
       between the Tool Vendor or Molder and the Customer.

  (ii) pay the Escrow Agent in the applicable Claimed Lien
       Amount.  

(iii) cause the Tooling in question to be returned to the Tool
       Vendor for disposition in accordance with the applicable
       Tooling Lien Statute.

In the event that the Customer elects to make payment to the
Escrow Agent, the Tool Vendor may elect to either proceed with
the Optional Dispute Resolutions Procedures or pursue any other
right or remedy in the Court, including commencing an adversary
proceeding to determine the correct and proper amount of the Tool
Vendor's or Molder's Tooling Lien and to seek payment on the
amount but electing the Optional Dispute Resolution Procedures is
encouraged by the Court.

               Optional Dispute Resolution Process
                      for Delivered Tooling

If a Tool Vendor or Molder opts to proceed with the Optional
Dispute Resolution Procedures in lieu of an adversary proceeding,
it will be prohibited from filing an adversary proceeding until
completing the Optional Dispute Resolution Process.  The Tool
Vendor or Molder, within 30 days after entry of the Revised
Tooling Order, will submit to the Debtors and the applicable
Customer a summary containing these information on the Tooling:

   (i) Copies of all Debtor Tooling Purchase Orders for Tooling
       related to the Customer's production;

  (ii) The date(s) the Tooling was delivered to Debtors;

(iii) Copies of any financing statements filed with respect to   
       the Tooling;

  (iv) Copies of all invoices submitted to Debtors with
       respect to the Tooling;  

   (v) A summary of all amounts owed by Debtors for the
       applicable Tooling, including the dates and amounts of any
       payments made by Debtors with respect to the Tooling; and  

  (vi) Copies of any documentation in Tool Vendor's control
       regarding PPAP approval of the Tooling in question.

The Tool Vendor or Molder will be deemed not to have elected the
Optional Dispute Resolution Process, if a Data Package is not
submitted within the specified time.

Within seven days of receipt of the Data Package, the Debtors and
the Customer receiving the Data Package must forward a redacted
version of the Package to the other Customers.

If the Debtors or the applicable Customer or DIP Lenders disagree
with the Tool Vendor's or Molder's asserted Tooling Lien, the
Customer or DIP Lender(s) will submit, within 30 days of receipt
of a Data Package, a written response outlining any defenses or
counterclaims that it believes exist including the fact that the
claims are not now due and payable.  If the parties reach a
settlement, the applicable Customer on behalf of the Debtors will
pay the Tool Vendor or Molder the agreed amount to satisfy the
Customer's obligation to the Debtors with respect to the
particular items of Delivered Tooling and the Debtors' obligation
to the Tool Vendor with respect to payment on the particular
item(s) of Delivered Tooling.

The Customer, then, will own the applicable Tooling free and
clear of any lien, claim or other interest of Debtors, the DIP
Lenders, the Term Lender Parties, any Tool Vendor, or any party-
in-interest.

If the Parties do not reach an agreement, the DIP Lenders and the
applicable Customer may commence an appropriate adversary
proceeding, within 30 days from the Tool Vendor's or Molder's
receipt of the Tooling Response, at its own cost and expense.

                  Undelivered Tooling Payment
                    And Delivery Procedures

Upon the Purchaser's direction pursuant to the Purchase
Agreements, the Debtors will send notice on any Undelivered
Tooling that are in the Vendor's or Molder's possession as of the
date of the Court Order, requesting possession of the Tooling.  
The request will identify the purchase order or other agreement
related to the Tooling, and indicate the amount that the Debtors
are prepared to either (x) put into escrow for adequate assurance
of payment to the Tool Vendor or Molder, or (ii) pay the Tool
Vendor or Molder in full satisfaction of any alleged Tooling
Lien.

Within three business days from receipt of the request, the Tool
Vendor or Molder will advise the Debtors whether it:

   (x) will deliver the Undelivered Tool and accept payment for
       the indicated amount, or

   (y) not deliver the Tool unless the Debtor pays into escrow an
       amount other than indicated in the request.  

Absent a response by the Tool Vendor or Molder within the
specified time, the Tool Vendor or Molder will be deemed to have
rejected the Tooling Delivery Request.

Upon receipt of a Tooling Escrow Request, the Customer, on behalf
of the Debtors or Purchaser, will have the right to either:

   (x) pay the amount of the Tooling Escrow Request into escrow;

   (y) pay the amount of the Tooling Escrow Request or some other
       agreed amount to the Tool Vendor or Molder in full
       satisfaction of any claim or Tooling Lien; or

   (z) seek a Court order requiring the Tool Vendor or Molder to
       deliver the Undelivered Tooling in exchange for a payment
       into escrow of the Proposed Escrow Payment or other Court-
       approved amount for adequate protection to the Tool Vendor
       or Molder pursuant to Section 361 of the Bankruptcy Code.

Upon payment by the applicable Customer, the Tool Vendor or
Molder will deliver the Tool to the Customer or its designee, and
the Customer or its designee will own the Tooling free and clear
of any lien or interest of the Debtors, the DIP Lenders, and
other parties-in-interest.

The Customer, Debtors and Purchaser will retain all rights to
contest the amount of any payment requested by a Tool Vendor or
Molder in respect to an Undelivered Tool.

              Rejection and Assumption Procedures

A Tooling Purchase Order will be deemed rejected under Section
365 of the Bankruptcy Code, upon the Debtors' filing with the
Court and service of a Rejection Notice to the Tool Vendor,
pursuant to a written request by the Purchaser on or before the
Designation Deadline.

The Tool Vendor may then enter into a new purchase order or
agreement with a third party for the sale or completion of the
related Tooling, without further liability to the Debtors.

Alternatively, upon a written request by the Purchaser, the
Debtors may assume and assign their rights on the Tooling to the
Purchaser, Customer or other third party, by filing with the
Court and serving a request to assume and assign their rights to
the related Tooling Purchase Order.

The Purchaser, Customer or other third party will then be
obligated to pay all cure costs necessary to assume and assign
the Debtors' rights to the Tooling Purchase Order, and upon
payment the Purchaser, Customer or other third party may deduct
the costs from any amounts that Purchaser, Customer or other
third party may owe to the applicable Tool Vendor or Molder in
connection with that or any other Tooling.

After the Designation Deadline(s), the Debtors may seek to reject
any Tooling Purchase Order that the Purchaser has not asked the
Debtors to file a motion to assume and assign.

                        Escrow Accounts

All payments by the Customer to the Escrow Agent under the
Revised Tooling Order will be held in separate segregated account
corresponding to each Tool Vendor or Molder.  The funds in the
Escrow Accounts, including any accrued interest will remain the
property of the applicable Customer until distribution of the
funds pursuant to the terms of the Revised Tooling Order or
further Court order.  

Liens, and other claims and interests will attach to the cash
proceeds of the applicable Tooling held in the Escrow Account in
the same order of priority that existed immediately before the
sale and transfer of the Tooling and the payment of the cash
proceeds on the Tooling, subject to objections, counterclaims,
set-offs and other defenses of Debtors, the applicable Customer,
the DIP Lenders, and any other parties-in-interest.

Upon a written agreement of the DIP Lenders, the applicable
Customer, and the Tool Vendor or Molder on the tooling lien, the
Escrow Agent will distribute the Proceeds of the applicable
Customer's Escrow Account in accordance with the Intercustomer
Agreement in an aggregate amount not to exceed the proceeds
received on the Tooling from the Customer.

Any Proceeds in the Escrow Account, including any accrued
interest that are not used to pay Tool Vendors will be returned
to the Customer paying the amount into escrow, subject to any
written agreements among the DIP Lenders.

A full-text copy of the Proposed Tooling Order is available for
free at http://researcharchives.com/t/s?2f97

A black-lined version of the Proposed Tooling Order is available
for free at http://researcharchives.com/t/s?2f98

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


PLASTECH ENGINEERED: Inks Pact Extending Term Bar Date to July 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
previously set June 30, 2008 as the deadline for claimholders to
file payment requests of prepetition unsecured claims and
administrative expense claims.

In view of this, (i) Plastech Engineered Products Inc. and its
debtor-affiliates; (ii) the Official Committee of Unsecured
Creditors; (iii) Goldman Sachs Credit Partners L.P., on behalf of
First Lien Term Lenders with respect to the First Lien Term Loan
Credit and Guaranty Agreement; and (iv) The Bank of New York, on
behalf of the Second Lien Term Term Loan Lenders pertaining to the
Second Lien Term Loan Credit and Guaranty Agreement, stipulate
that:

   (a) the Debtors, upon request by the respective Agents to
       First Lien Term Loan Lenders, and Second Lien Term Loan
       Lenders, extend the Initial Bar Date to July 31, 2008, at
       5:00 p.m. on claims by or on behalf of all of the Term
       Lenders.

   (b) The Debtors, the Committee, the First Lien Agent and the
       Second Lien Agent hereby agree that the Term Lender Bar
       Date is extended to July 31, 2008 at 5:00 p.m. with
       respect to the filing of any claims by or on behalf of any
       or all of the First Lien Term Loan Parties and the Second
       Lien Term Loan Parties.

   (c) The First Lien Agent may file consolidated proofs of claim
       on behalf of all First Lien Term Loan Lenders for, among
       other claims, (i) all secured claims (including any
       unsecured deficiency claims) and (ii) all administrative
       expense claims.  The individual First Lien Term Loan
       Lenders will not be required to file individual or
       additional proofs of claim for the claims.

   (d) The Second Lien Term Agent may file consolidated proofs of
       claim on behalf of all Second Lien Term Loan Lenders for,
       among other claims, (i) all secured claims, including any
       unsecured deficiency claims, and (ii) all administrative
       expense claims.  The individual Second Lien Term Loan
       Lenders will not be required to file individual or
       additional proofs of claim for the claims.

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


PLASTECH ENGINEERED: Court Approves UAW Deal on Exteriors Shutdown
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the closure and shutdown of Plastech Engineered Products
Inc. and its debtor-affiliates' exteriors business facilities.

Decoma International of America, Inc., the buyer of the Debtors'
exteriors business, does not intend to purchase any facilities
used by the Debtors for their exteriors business facilities and
has not offered employment to any employees at those facilities.  
As a result of the sale, certain employees of Plastech will be
permanently laid off on July 31, 2008.  Certain employees may also
be released from reporting to work prior to that date.

Facilities that will undergo complete and permanent closure are
located at 110 North Eighth Street, Byesville, Ohio 43723; 1101
Woodlawn Avenue, Cambridge, Ohio 43725; 2350 Dryden Road.
Moraine, Ohio 45439; and 38100 Ecorse, Romulus, Michigan 4817.

The Debtors and International Union, United Automobile, Aerospace
and Agricultural Implement Workers of America have agreed to a
Closure Agreement that will resolve all disputes between them in
connection with the sale.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, said that pursuant to the Closure
Agreement, the UAW agreed to (a) cooperate fully with the Debtors
in providing an orderly shutdown of the Exteriors Facilities, (b)
take all action appropriate to facilitate the shutdown, (c) not
engage in a strike, work slowdown or other work stoppage, and (d)
take no other action to interfere with the business or to
disparage the Debtors or its products.

In exchange, the Debtors agreed to:
   
   (a) provide one week severance pay to employees who rendered
       service for fewer than five years and two weeks of
       severance to employees with five or more years of service;
     
   (b) continue to give certain employees released from work
       prior to July 13, 2008, their normal pay, with one week
       equal to 40 hours of hour, from the time of their release
       until July 13;

   (c) continue coverage of all employees that are permanently
       laid off and were actively enrolled under its health and
       life insurance plans for the balance of the month of July
       and for one additional month, subject to each employee's
       payment of his or her share of the monthly health
       insurance premium for August as well as applicable co-pays
       and deductibles;

   (d) pay employees for the accrued but unused vacation days as
       of the date of the permanent layoff, in accordance with
       the terms and provisions contained in the National
       Agreement between UAW and Plastech;

   (e) pay employees who were formerly employed by LDM
       Technologies, Inc., and has a letter regarding banked
       vacation pay in his/her personnel file;

   (f) make an application to the federal government for TRA
       benefits for the employees; and

   (g) promptly consider any outstanding employee grievances at
       the Facilities, and will send any disputes that cannot be
       resolved to arbitration on an expedited basis.

The UAW, on behalf of itself and the employees, agreed that the
pending grievance filed on May 29, 2008 by Employees at the
Facility located in Byesville, Ohio, regarding vacation
entitlement, is resolved by the Closure Agreement and withdrawn
with prejudice.

The Debtors believe that no party-in-interest would be harmed by
the Closure Agreement.

Meanwhile, JCIM, LLC, the buyer of the interior and underhood
business has committed to assume all collective bargaining
agreements relating to interiors business facilities.

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


PORTOLA PACKAGING: Defaults on $60MM Credit Deal with GE Capital  
----------------------------------------------------------------
Portola Packaging Inc. received a notice of default under its
$60.0 million revolving credit agreement dated Jan. 16, 2004, with
General Electric Capital Corporation.

The notice was prompted by the company's filing stating that the
company was investigating accounting irregularities at certain
subsidiaries in China that may require restatement of these
financial statements for approximately $2.5 million net over these
periods, in total.

While reserving its rights and remedies under the credit
agreement, GECC has been continuing to fund under the credit
agreement.  The company has retained Peter J. Solomon company and
Gibson & Rechan LLC to assist the company in evaluating its
alternatives, including potentially a restructuring of its funded
debt obligations.

Wayzata Investment Partners LLC made a $15 million term loan to
the company in April 2008.  Discussions are underway with GECC and
Wayzata Investment Partners LLC regarding restructuring
alternatives, including without limitation possible forbearance
arrangements that would allow the company to pursue a balance
sheet restructuring in the near term, to help minimize disruption
to business operations.

The company also related that it will not be able to file its
quarterly report on Form 10-Q for the quarter ended May 31, 2008,
until it has completed the investigation of the accounting
irregularities at its China subsidiaries and the restatement
process, if necessary, which could impact the financial statements
for the Third Quarter.  The company expects to file the
restatements, if necessary, soon as possible after completion of
the investigation and expects to file its Quarterly Report on Form
10-Q for the Third Quarter of fiscal 2008 at that time or shortly
thereafter.

                  Restatement of Financial Reports

On June 23, 2008, the company reported that the consolidated
financial statements for these periods must no longer be relied
upon:

   * Quarterly financial statements for the periods ended Nov. 30,
     2006; Feb. 28, 2007, and May 31, 2007, filed with the
     Securities Exchange Commission;

   * Annual financial statements for the fiscal year ended
     Aug. 31, 2007 filed with the SEC;

   * Quarterly financial statements for the periods ended Nov. 30,
     2007, and Feb. 29, 2008; filed with the SEC; and

   * S-1 Prospectus Amendments filed with the SEC which includes
     information from these financial statements.

During the company's review of its financial statements for its
China subsidiaries, Portola (Asia Pacific) Holding Limited and
Shanghai Portola Packaging company Limited, the company discovered
accounting irregularities totaling up to approximately
$2.5 million net over these periods.

These irregularities consisted of errors in the accounts
receivable, accounts payable, inventory and cost of sales
accounts.  The investigation is continuing and it is not known at
this time if theft was involved or if there were just erroneous
accounting entries.

These irregularities may result in a decrease of approximately
$2.5 million, in total, in the net income reported by the company
in the six quarters.  The company's president and its chief
financial officer well as the Audit committee of the board of
directors have discussed this matter and the continuing
investigation with BDO Seidman LLP, the company's independent
auditors.  The company will, if necessary after completion of the
analysis, restate the financial statements soon as practical.

                      About Portola Packaging

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets     
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as five-
gallon polycarbonate water bottles.  In addition, the company
designs, manufactures and markets capping equipment for use in
high speed bottling, filling and packaging production lines.  
Portola is also engaged in the manufacture and sale of tooling and
molds used for blow molding.


PROTECTED VEHICLES: Creditor Raises $13.6MM Claim on Assets
-----------------------------------------------------------
A secured creditor of Protected Vehicles Inc. is laying a
$13.6 million claim on the assets that the Debtor is trying to
sell, Bill Rochelle of Bloomberg News reports.  The Debtor
contends the lien is invalid, according to Mr. Rochelle.

As reported by the Troubled Company Reporter on July 18, 2008,
Protected Vehicles is asking the U.S. Bankruptcy Court in
Charleston, South Carolina, to approve proposed bidding procedures
for the sale of all assets.  Bloomberg News reported that
Patriarch Partners LLC is the designated lead bidder.  It agreed
to buy all of Protected's assets for $5 million, the report noted.

Bloomberg citing papers filed with the Court, said Patriarch can
modify the purchase price in the event Protected does not resolve
a lawsuit filed by Force Protection Inc.

Reports related that no date for the auction was set.

                           Briefly Noted

As reported in the TCR on June 12, 2008, the Official Committee of
Unsecured Creditors of Protected Vehicles Inc. asked the Court to
reconsider converting the Debtor's Chapter 11 case to one under
Chapter 7.

The Committee argued that the Debtor has and will likely continue
to suffer substantial or continuing losses.

Mr. Rochelle states in a July 17 article that a secured creditor
and some unsecured creditors oppose a conversion to Chapter 7.   
According to Mr. Rochelle, through a Chapter 11 plan confirmed
last month, Patriarch converted the debt it held into ownership of
American LaFrance LLC, a manufacturer of fire trucks and emergency
vehicles.

On June 17, Protected Vehicles Inc. appeared at a hearing to fight
a motion by the official creditors' committee for conversion of
the Chapter 11 case to a liquidation in Chapter 7.


                     About Protected Vehicles

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,    
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with a claim for
$15,801,765.

In February 2008, the Debtor listed assets of $24 million and
debts of $54.1 million.






Protected Vehicles filed under Chapter 11 on Feb. 5 in
Charleston, listing debt of $58.1 million. The company had halted
production in December. The case is In re Protected Vehicles Inc.,
08-00783, U.S. Bankruptcy Court, District of South Carolina
(Charleston).


PUBLIC SERVICE: Unit's Ba3 Rating Unmoved by Moody's Affirmations
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Public Service
Enterprise Group Incorporated (Baa2 senior unsecured) and Public
Service Electric and Gas Company (Baa1 Issuer Rating) and changed
the rating outlooks of both companies to stable from negative.  
The Baa1 senior unsecured rating of PSEG Power L.L.C. and the Ba3
Corporate Family Rating of PSEG Energy Holdings L.L.C. are
unaffected by this rating action.  The rating outlooks of Power
and Holdings remain stable.

The change in PSEG's rating outlook to stable reflects recent
improvements in its key financial ratios including
debt/capitalization below 47%, CFO pre working capital interest
coverage of 3.8x and CFO pre working capital to debt of over 20%
at the end of 2007.  Furthermore, Moody's expects that PSEG's
financial profile to remain relatively stable or modestly
strengthen during the 2008 to 2010 timeframe.

The change in PSE&G's rating outlook to stable reflects the modest
improvement in the company's financial metrics since 2005 and
Moody's expectation that further modest improvements are likely
over the next two years.

PSE&G is a 100% owned, regulated electric and gas utility
subsidiary of Public Service Enterprise Group Incorporated.  
Headquartered in Newark, New Jersey, Public Service Enterprise
Group Incorporated is a diversified energy company.


RAINBOW NATIONAL: DBRS Assigns 'BB(low)' Issuer Rating
------------------------------------------------------
DBRS assigned an Issuer Rating of BB(low) to CSC Holdings, Inc.
and a BB(low) Issuer Rating to Rainbow National Services LLC,
which are, respectively, direct and indirect wholly owned
subsidiaries of Cablevision Systems Corporation.  Additionally,
based on DBRSs leveraged finance rating methodology, DBRS has
assigned recovery ratings to the specific debt securities of CSC
Holdings, RNS and Cablevision and upgraded the instrument ratings
of CSC Holdings and Cablevision.

Specifically, DBRS recovery ratings and instrument ratings for CSC
Holdings are: Senior Secured Credit Facility rated RR1 and
upgraded to BBB(low) from BB(low) and Senior Unsecured Notes rated
RR2 and upgraded to BB(high) from B(high).  DBRS has also assigned
Newsday LLCs Senior Secured Term Loan RR2 and BB(high) ratings
given the senior unsecured guarantee from CSC Holdings.  
Cablevisions Senior Unsecured Notes were assigned a recovery
rating of RR6 and upgraded to B from B(low).  DBRS assigned
recovery ratings and instrument ratings to RNS as: Senior Secured
Credit Facility rated RR1 and BBB(low), Senior Unsecured Notes
rated RR2 and BB(high) and Senior Subordinated Notes rated RR6 and
B.  The trends are Stable.

The rating actions remove the ratings of CSC Holdings and
Cablevision from Under Review with Developing Implications where
they were placed on May 12, 2008, following Cablevisions
announcement that it will acquire 97% of Newsday Media Group from
Tribune Company.  The transaction values Newsday at $632 million,
with Tribune also receiving $18 million at closing as prepaid rent
for certain operating leases, for a total transaction value of
$650 million.

As part of this transaction (which has received customary
regulatory approval and is expected to close in the near term),
Tribune will contribute its Newsday assets to a new partnership,
with Cablevision contributing newly issued Cablevision debt with a
fair market value of $650 million at closing.  Additionally,
Newsday LLC will issue a secured term loan with proceeds paid to
Tribune to reduce Tribunes stake in Newsday to 3%.  This Newsday
debt will be guaranteed by CSC Holdings.  This transaction was
preceded by an announcement on May 7, 2008, that Cablevisions
media subsidiary, Rainbow Media Holdings LLC, had agreed to
acquire the Sundance Channel from General Electric Company, CBS
Corporation and Robert Redford for $496 million.  This transaction
was completed on June 17, 2008.

In light of these transactions, DBRS focused its review on the
impact of these acquisitions on the business and financial risk
profiles of both CSC Holdings and RNS.  While these acquisitions
do not directly add to the EBITDA of either of the two borrowing
groups (the Restricted Group  that is, the cable operations  or
RNS), DBRS believes the incremental debt to undertake these
acquisitions does not significantly alter their credit profiles.

DBRSs BB(low) Issuer Rating for CSC Holdings is supported by the
stable business risk profile of its cable business, which exhibits
investment-grade characteristics but is constrained by its
leverage as it effectively supports the CSC Holdings debt
obligations of $10.7 billion and, indirectly, Cablevisions
$1.5 billion of debt.  DBRS notes that Cablevisions incumbent
cable franchise generates good EBITDA growth, strong EBITDA
margins of 39% and a healthy level of cash flow from operations.  
DBRS believes that leverage remains high but reasonable at CSC
Holdings and its parent, Cablevision, with gross debt-to-EBITDA of
5.0 times currently, or less than 5.5 times on a pro forma basis,
including the guarantee from CSC Holdings to Newsdays prospective
$650 million term loan.

Furthermore, despite expected heightened competition for
Cablevision, DBRS believes that it should be well positioned to
defend against the deployment of video and bundled communications
services by the telcos.  DBRS expects Cablevisions cable franchise
to continue to generate good cash flow from operations to allow it
to further invest in subscriber growth and its network, including
its recently announced WiFi network deployment plan.

DBRSs Issuer Rating of BB(low) for RNS is supported by its strong
and growing demand for its national cable channels (AMC, IFC and
WE: Womens Entertainment), which generate above-average EBITDA
margins of 44% and sizable free cash flow.  DBRS notes that while
this business on its own may be at the lower end of investment
grade, its size, concentration, support of other Rainbow Media
businesses and leverage hinder its Issuer Rating.  While DBRS
notes debt reduction efforts in 2007 reduced leverage to its
current level (3.67 times gross debt-to-EBITDA from more than 5.0
times for the previous three years), DBRS estimates that leverage
has increased to 4.7 times on a pro forma basis, with RNS paying
for a portion of Cablevisions recent acquisition of Sundance
Channel.  Despite this additional leverage, DBRS expects good
levels of revenue growth going forward, which, in addition to free
cash flow, should allow RNS to continue to fund other Rainbow
Media businesses (such as its VOOM HD Networks business) and
possibly repay its higher debt levels.

At a distressed valuation level, DBRS believes the CSC Holdings
Senior Secured Credit Facility (guaranteed and secured by the
shares of most of the Restricted Group subsidiaries) has
outstanding prospects for full recovery of 100%.  As such, DBRS
has assigned this debt a recovery rating of RR1 and an instrument
rating of BBB(low), three notches above the CSC Holdings Issuer
Rating of BB(low).  DBRS notes that even in the worst valuation
scenario, where the cable enterprise value plummets by 62% from
the current implied enterprise value, the senior secured lenders
should experience full recovery.

The CSC Holdings Senior Unsecured Notes has a meaningful residual
valuation claim after the secured creditors have been paid.  As
such, the recovery rating on these unsecured notes is RR2 and
assumes a substantial recovery of 76%.  This debt is rated
BB(high), two notches above the CSC Holdings BB(low) Issuer
Rating.

In terms of the Newsday LLC Senior Secured Term Loan, DBRS has
assigned a recovery rating of RR2 as CSC Holdings has provided a
senior unsecured guarantee.  While the Issuer Rating at this level
would not likely be the same as CSC Holdings given the challenging
newspaper market and its leverage, DBRS notes that the CSC
Holdings guarantee raises this instrument rating to the CSC
Holdings senior unsecured rating of BB(high).

The Senior Unsecured Notes of the parent company, Cablevision,
have been assigned a recovery rating of RR6 given the 0% recovery
prospect.  This debt is rated B, two notches below the CSC
Holdings BB(low) Issuer Rating.  These notes are last in line in
the event of default behind all the secured and unsecured CSC
Holdings debt.

At a distressed valuation level, DBRS believes the RNS Senior
Secured Credit Facility has outstanding prospects for full
recovery of 100%.  As such, DBRS has assigned this debt a recovery
rating of RR1 and an instrument rating of BBB(low), three notches
above the RNS BB(low) Issuer Rating.  DBRS notes that even in the
worst valuation scenario, where the RNS enterprise value plummets
by nearly 70% from the current implied enterprise value, the
senior secured lenders should experience a substantial recovery of
85%.

The RNS Senior Unsecured Notes have a meaningful residual
valuation claim after the secured creditors have been paid.  As
such, the recovery rating on these notes is RR2 and assumes a
substantial recovery of 80.6%.  For this reason, this debt is
rated BB(high), two notches above the RNS BB(low) Issuer Rating.

Finally, the RNS Senior Subordinated Notes have been assigned a
recovery rating of RR6 given the 0% recovery prospect.  This debt
is rated B, two notches below the RNS BB(low) Issuer Rating.  
These notes are last in line in the event of default behind all
the RNS secured and unsecured debt.


RIVER STATION: Files for Chapter 7 Liquidation
----------------------------------------------
River Station Holding LLC filed for Chapter 7 liquidation with the
U.S. Bankruptcy Court for the Central District of Illinois in
Peoria, the Illinois Journal Star reports.

River Station's owner, Tracy Nichols, jointly filed for
liquidation.  Court filings indicate that the company owes federal
payroll taxes of $220,000 and state sales tax of $125,000.  The
Journal Star relates that the company, while having no money in
the bank, has assets amounting to $280,000.

Nichols said his company, which offered fine dining, was done for
after a fire closed the business for a month.  The ailing U.S.
economy and high fuel prices also contributed to the company's
demise, the Journal says.  Additionally, his liquor license was
revoked after failing to pay city taxes.


RUSSEL FOUNDATION: Grand Jury Probe Finds Lavish Spending Pattern
-----------------------------------------------------------------
The Russel Foundation Inc. was found to have lavish spending
pattern, The Indy Channel reports.  The foundation is deeply in
debt and has about $1.5 million in missing funds, the report says.

A week ago, the Marion County grand jury investigators in Indiana
issued search warrants on the foundation's headquarters at the
home of Manuel Gonzalez, chief financial adviser of Russel
Foundation, Indy Channel reports.  City-County Councilor Paul
Batemen, the foundation's chief operating officer, is among those
under the grand jury investigation.

Mr. Gonzales refused an interview but, in a letter, denied that he  
is under probe by the grand jury, Indy Channel notes.  He said he
is disappointed with his volunteer experience with the charity.

According to court documents, the grand jury investigators
captured the foundation's computers, corporate and financial
documents, Indy Channel states.

The probe on the $1.5 million missing funds is pending, court
documents show, Indy Channel says.  Bishop Michael Russell had
initiated the probe, Indy Channel relates, citing the foundation's
attorneys.  In a statement, the foundation assured that it will
fully cooperate with the investigators, Indy Channel writes.

Mr. Bateman maintained that he had done nothing wrong, Indy
Channel adds.

Indianapolis-based The Russel Foundation Inc. --
http://www.russell-foundation.com/-- is a Christian-based  
nonprofit entity whose mission is to develop rail- and ethanol-
related economic ventures to benefit minority workers and
contractors.  The foundation owns 17 vehicles, including a $50,000
Cadillac Escalade, and has offices on a lakefront property, Indy
Channel notes.

It filed for chapter 11 bankruptcy on May 30, 2008 (Bankr. S.D.
Ind. Case No. 08-06317).  Judge Basil H. Lorch, III, presides over
the case.  Edward B. Hopper, II, Esq., represents the Debtor in
its restructuring efforts.  When it filed for bankruptcy, the
Debtor listed assets of $235,600 and debts of $2,544,617.  The
Debtor' $2.5 million in debts includes $106,000 in credit cards
bills by the foundation's officers, according to The Indy Channel.


SEMCAMS MIDSTREAM: Fitch Trims Issuer Default Rating to B- from B
-----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of SemGroup, L.P.,
SemCrude L.P, and SemCAMS Midstream Co. and placed the ratings on
Rating Watch Negative. Affected ratings are:

SemGroup, L.P. (SemGroup)
  -- Long-term Issuer Default Rating to 'B-' from 'B';
  -- Senior unsecured to 'B/RR3' from 'B+/RR3'.

SemCrude L.P. (SemCrude)
  -- Long-term to'B-' from 'B';
  -- Senior secured working capital facility to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB-/RR1';

  -- Senior secured term loan B to 'B+/RR1' from 'BB-/RR1'.

SemCAMS Midstream Co. (SemCAMS)
  -- Long-term IDR to'B-' from 'B';
  -- Senior secured working capital facility to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB-/RR1';

  -- Senior secured term loan B to 'B+/RR1' from 'BB-/RR1'.

Approximately $2.6 billion of debt is affected by these actions.

The downgrades and Watch Negative status reflect liquidity
pressures related to the sustained elevated level of crude oil
prices and SemGroup's ability to continue its marketing and
storage businesses in the current price environment.  Spot prices
for WTI crude at Cushing, Oklahoma have increased by as much as
43% since April 1, 2008.  SemGroup hedges a large percentage of
its inventories and would be required to post additional margin to
increase the collateral support for its hedging program.  
Specifically, Fitch is concerned that the company may not have
sufficient available capacity from its bank facilities to meet
requests for additional margin.

SemGroup is a privately held midstream energy partnership focused
primarily on providing gathering, transportation, processing, and
marketing services for crude oil and refined products in the U.S.
Midcontinent region and Canada.  Additionally, through its
SemMaterials subsidiary, SemGroup stores, transport and markets
asphalt and asphalt products in the United States and Mexico.  The
company is currently owned by management and various private
equity investors, including Ritchie Capital Management and
Carlyle/Riverstone Global Energy and Power Fund II.


SEMCRUDE LP: Fitch Cuts ID Rating to B-, Puts on Negative Watch
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings of SemGroup, L.P.,
SemCrude L.P, and SemCAMS Midstream Co. and placed the ratings on
Rating Watch Negative. Affected ratings are:

SemGroup, L.P. (SemGroup)
  -- Long-term Issuer Default Rating to 'B-' from 'B';
  -- Senior unsecured to 'B/RR3' from 'B+/RR3'.

SemCrude L.P. (SemCrude)
  -- Long-term IDR to'B-' from 'B';
  -- Senior secured working capital facility to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB-/RR1';

  -- Senior secured term loan B to 'B+/RR1' from 'BB-/RR1'.

SemCAMS Midstream Co. (SemCAMS)
  -- Long-term to'B-' from 'B';
  -- Senior secured working capital facility to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB-/RR1';

  -- Senior secured term loan B to 'B+/RR1' from 'BB-/RR1'.

Approximately $2.6 billion of debt is affected by these actions.

The downgrades and Watch Negative status reflect liquidity
pressures related to the sustained elevated level of crude oil
prices and SemGroup's ability to continue its marketing and
storage businesses in the current price environment.  Spot prices
for WTI crude at Cushing, Oklahoma have increased by as much as
43% since April 1, 2008.  SemGroup hedges a large percentage of
its inventories and would be required to post additional margin to
increase the collateral support for its hedging program.  
Specifically, Fitch is concerned that the company may not have
sufficient available capacity from its bank facilities to meet
requests for additional margin.

SemGroup is a privately held midstream energy partnership focused
primarily on providing gathering, transportation, processing, and
marketing services for crude oil and refined products in the U.S.
Midcontinent region and Canada.  Additionally, through its
SemMaterials subsidiary, SemGroup stores, transport and markets
asphalt and asphalt products in the United States and Mexico.  The
company is currently owned by management and various private
equity investors, including Ritchie Capital Management and
Carlyle/Riverstone Global Energy and Power Fund II.


SEMGROUP ENERGY: May Have Violated Securities Law
-------------------------------------------------
Roy Jacobs & Associates is investigating possible securities law
violations affecting the public shareholders of SemGroup Energy
Partners L.P.

Roy Jacobs alleged that from the sale of at least 6 million units
at $23.90 per unit on or about Feb. 20, 2008, in an offering
through July 16, 2008, the stock traded at high levels, but
plummeted in price on July 17, 2008.

Roy Jacobs said that on July 17, 2008, after the news had become
known to the market, it was disclosed that the company's parent,
SemGroup L.P. was experiencing liquidity issues and was exploring
various alternatives, including the filing for Bankruptcy
protection.  

Roy Jacobs further stated that the company was spun off from the
parent, but remains materially dependent on the parent.  The
parent owns and controls the company's general partner, and
provides the company with employees to run its operations.  
Simultaneously with the closing of the offering, the company
purchased the parent's asphalt operations for $378 million, using
the proceeds from the offering and a credit line to effect that
transaction.  The parent is the company's only significant
customer.

According to Roy Jacobs, nothing was disclosed from the time of
the offering until the close of trading on July 17, 2008, about
the parent's financial health or liquidity problems.  Indeed, the
parent materially benefited from the offering by its receipt of
the $378 million purchase price for the asphalt assets sold to the
company.

Roy Jacobs added that upon revelation of the news, the price of
the company's units dropped over 61%, wiping out millions in
shareholder value.  This drop continued on July 18, 2008.

For those who purchased SGLP units during the period from Feb. 20,
2008; through July 17, 2008; in the offering or in the open market
and those interested in discussing your rights free of charge,
please contact Roy L. Jacobs Esq. toll-free at 1-800-347-1236 or
by email to rjacobs@jacobsclasslaw.com.

                About SemGroup Energy Partners L.P.

Tulsa, Oklahoma-based SemGroup Energy Partners, L.P. (NASDAQ:
SGLP) -- http://www.SGLP.com/-- owns and operates a diversified  
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.  As a publicly traded master limited
partnership, SemGroup Energy Partners' common units are traded on
the NASDAQ Global Market under the symbol SGLP.  The general
partner of SemGroup Energy Partners is a subsidiary of SemGroup,
L.P.

SemGroup L.P. owns a 40% limited partner interest and a 2% general
partner interest in SemGroup Energy Partners.

For the period ended March 31, 2008, SemGroup Energy has
$261,991,000 in total assets and $316,580,000 in total debts,
resulting in a $54,589,000 partners' deficit.


SEMGROUP LP: Appoints Terry Ronan as Acting President and CEO
-------------------------------------------------------------
SemGroup L.P. named Terry Ronan as acting president and chief
executive officer.  

Mr. Ronan joined SemGroup in March 2008 as senior vice president -
finance.  He was with Merrill Lynch Capital, where he served as
energy finance managing director.  Prior experience includes
serving for 14 years as managing director at Bank of America,
Boston, and its predecessors Fleet Boston Financial and Bank
Boston.  During that time, he focused on oil and gas finance,
emphasizing middle-market midstream and exploration and production
companies.

Mr. Ronan graduated from Bates College, Lewiston, Maine, with a
bachelor's of science degree in biology.  He also has a master's
degree in business administration from the University of Michigan.

As reported in the Troubled Company Reporter on July 18, 2008,
SemGroup was experiencing liquidity issues and is exploring
various alternatives, including raising additional equity, debt
capital or the filing of a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream  
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.


SEMGROUP LP: Moody's Junks Senior Unsecured Debt Rating
-------------------------------------------------------
Moody's downgraded SemGroup's corporate family rating from Ba3 to
B2, its Probability of Default rating from Ba3 to B2, its senior
unsecured rating from B1 (LGD 5; 79%) to Caa1 (LGD 5; 87%), and
its first secured bank facilities from Ba2 (LGD 3; 41%) to B1 (LGD
3; 39%).  These actions affect rated cross guaranteed debt at
parent SemGroup, SemCams Holding Company, and SemCrude, L.C.

Moody's also placed SemGroup's new ratings under review for
further downgrade.  The review for further downgrade will assess
SemGroup's liquidity cushion relative to its bank covenants, the
liquidity impact higher funding needs for working capital and cash
margin requirements, and pending funding activity, if any.

The double notching of SemGroup's unsecured notes below the new
Corporate Family Rating reflects its much higher secured debt
levels and Moody's view that crude oil prices will remain
sufficiently high to prevent secured borrowings from returning to
levels compatible with a single ratings notch.

While SemGroup has been running an operationally sound business
with attractive regional business niches and adequate hedged
margins, in Moody's view the over 50% rise in sector oil prices
since March 31, 2008 is likely to have pressured its liquidity
position and highly volatile hydrocarbon prices would have been
challenging to its hedged trading business.  Given where oil
prices have run since March 31, 2008, we anticipate much higher
funding needs for (a) hydrocarbon inventories and accounts
receivables and (b) the posting of much higher cash margin
deposits given that the rapid pace of price increase would yield
market prices that exceed the prices of existing exchange traded
hedges.

These rating actions also reflect Moody's concern for SemGroup's
ability to meet its bank covenant tests at a time when higher oil
prices had already driven major increases in borrowing
requirements under expanded bank facilities.  If SemGroup were to
breach covenants, given conditions in the debt, equity, and
commodity markets Moody's believes it would be a difficult time to
seek covenant waivers and arrange more borrowing capacity or
alternative equity funding.

While SemGroup has stated that it met its bank covenant tests for
March 31, 2008, and had approximately $140 million of available
liquidity, oil prices surged sharply since March 31, 2008.  Oil
prices rose from approximately $97 per barrel at the end of first
quarter 2008, to $122 per barrel at the end of May, $128 per
barrel at the end of June, and peaked at roughly $147 per barrel
recently, before settling back to a still high $134 per barrel so
far this week.  Moody's does note that SemGroup would realize
substantial cash from declining working capital and margin
deposits needs if hydrocarbon prices were to retreat back to first
quarter 2008 let alone still low fourth quarter 2007 levels.

The bank facilities are first secured by all working capital and
fixed assets.  All bank debt is borrowed under bank monitored
working capital secured borrowing bases, providing important
protections, and risk of loss should there be a shortfall in value
coverage receives important support from the banks' first security
in fixed assets carried on SemGroup's books at a net book value of
approximately $1.5 billion.  Most of those fixed assets have long
served important regional roles in the midstream functions of
moving the nation's hydrocarbons from point of production to point
of consumption.  To date, Moody's has believed that SemGroup has
been accumulating and upgrading integrated midstream systems in
the crude oil, refined product, and asphalt markets.

SemGroup's ratings have always been restrained by SemGroup's
comparatively large proportion of earnings from volatile merchant
activity; the highly working capital intensive, price sensitive,
and market confidence sensitive nature of that merchant activity;
very large liquidity needs for cash margin deposits and working
capital funding during surging oil, natural gas liquids, refined
product, and natural gas markets, which consumed virtually all
cash flow after capital spending in first half 2006; and elevated
leverage when including its funding for working capital and margin
deposits.

SemGroup, L.P. is headquartered in Tulsa, Oklahoma.


SEMGROUP LP: Fitch Chips Issuer Default Rating to B- from B
-----------------------------------------------------------
Fitch Ratings has downgraded the ratings of SemGroup, L.P.,
SemCrude L.P, and SemCAMS Midstream Co. and placed the ratings on
Rating Watch Negative. Affected ratings are:

SemGroup, L.P. (SemGroup)
  -- Long-term Issuer Default Rating to 'B-' from 'B';
  -- Senior unsecured to 'B/RR3' from 'B+/RR3'.

SemCrude L.P. (SemCrude)
  -- Long-term to'B-' from 'B';
  -- Senior secured working capital facility to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB-/RR1';

  -- Senior secured term loan B to 'B+/RR1' from 'BB-/RR1'.

SemCAMS Midstream Co. (SemCAMS)
  -- Long-term to'B-' from 'B';
  -- Senior secured working capital facility to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB-/RR1';

  -- Senior secured term loan B to 'B+/RR1' from 'BB-/RR1'.

Approximately $2.6 billion of debt is affected by these actions.

The downgrades and Watch Negative status reflect liquidity
pressures related to the sustained elevated level of crude oil
prices and SemGroup's ability to continue its marketing and
storage businesses in the current price environment.  Spot prices
for WTI crude at Cushing, Oklahoma have increased by as much as
43% since April 1, 2008.  SemGroup hedges a large percentage of
its inventories and would be required to post additional margin to
increase the collateral support for its hedging program.  
Specifically, Fitch is concerned that the company may not have
sufficient available capacity from its bank facilities to meet
requests for additional margin.

SemGroup is a privately held midstream energy partnership focused
primarily on providing gathering, transportation, processing, and
marketing services for crude oil and refined products in the U.S.
Midcontinent region and Canada.  Additionally, through its
SemMaterials subsidiary, SemGroup stores, transport and markets
asphalt and asphalt products in the United States and Mexico.  The
company is currently owned by management and various private
equity investors, including Ritchie Capital Management and
Carlyle/Riverstone Global Energy and Power Fund II.


SHARPER IMAGE: Changes Corporate Name to TSIC, Inc.
---------------------------------------------------
The Asset Purchase Agreement between Sharper Image Corp. and the
joint venture composed of Gordon Brothers Retail Partners, LLC,
GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer
Capital, LLC, requires Sharper Image to change its name and the
caption of its Chapter 11 case.

For this reason, Sharper Image sought and obtained the Court's
approval to change its name to "TSIC, Inc."

At the Debtor's behest, the Court further amended the caption of
the  Chapter 11 case to reflect the name change.  

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SHARPER IMAGE: Exclusive Plan Filing Date Extended to Sept. 16
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended the exclusive period during which The Sharper
Image Corp., now known as TSIC, Inc., may file a Plan through and
including Sept. 16, 2008.  Judge Gross also extended the period
during which the Debtor may solicit acceptances of the plan,
through and including Nov. 15.

Sharper Image sought and obtained the Court's approval to change
its name to "TSIC, Inc." in relation to an an Asset Purchase
Agreement by the Debtor with Gordon Brothers Retail Partners, LLC,
GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer
Capital, LLC.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SHARPER IMAGE: States Join US Trustee in Opposing Claims Bar Date
-----------------------------------------------------------------
The states of Washington, Massachusetts, Hawaii, Maryland, Ohio,
Oregon, New York, Connecticut, Missouri and Tennessee join the
opposition of Roberta A. DeAngelis, Acting United States Trustee
for Region 3, to the motion by The Sharper Image Corp., now known
as TSIC, Inc. to establish the Claims Bar Date.  The States fully
support all of the measures suggested by the U.S. Trustee.

According to Laura McCloud, Esq., Assistant Attorney General at
the Office of the Attorney General of Tennessee, there was an
enormous amount of unfavorable publicity about the Debtor's
decision not to honor the gift and merchandise certificates, and
then to only honor them in a highly restricted fashion.  That
publicity, she asserts, flatly stated that the Certificates were
worthless, or were unlikely to receive anything if a claim were
filed in the Debtor's bankruptcy case.

Ms. McCloud insists that the Certificates are entitled to
priority status under Section 507(a)(7) of the Bankruptcy Code,
citing In re WW Warehouse, Inc, 313 B.R. 588 (Bankr. D. Del.
2004), and must be paid in full in order to confirm a Chapter 11
Plan.  She points out that every effort should be made for the
Certificate Holders to claim their statutory rights.

The States join the U.S. Trustee's suggestion that the Bar Date
not be set before September 15.  Ms. McCloud submits that it is
unfair to expect consumers to become aware of the Bar Date, learn
of the steps they need to take, and carry them out, within 30
days, particularly when there is no clear need for expediency,
and the Debtor provides no adequate explanation for why such a
short time period should be necessary.  Thus, the 60 days
suggested by the U.S. Trustee should be the bare minimum imposed,
she says.

        Debtor Objects to U.S. Trustee's Cross-Motion

The Debtor objects to the U.S. Trustee's motion for the Debtors
to file schedules acknowledging claims based on the gift cards
and merchandise certificates.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, tells the Court that the U.S.
Trustee's modifications are impracticable.  In addition to the
cost and burden associated with the production of the schedules,
it provides no benefit to Certificate Holders or to the estate.

Mr. Kortanek insists that the U.S. Trustee's proposed procedures
complicate the notification and proof of claim filing process for
the Debtor and the Certificate Holders, and leave Certificate
Holders in the same situation they are under the Debtor's
proposed bar date procedures.  Accordingly, the U.S. Trustee's
Cross-Motion should be denied.

The Official Committee of Unsecured Creditors join the Debtors'
response to the U.S. Trustee's Cross-Motion.  The Committee
states that Section 507(a)(7) -- providing for "deposit" of money
in connection with the purchase, lease, or rental of property, or
the purchase of services, including gift certificates -- requires
a fact-sensitive inquiry.

The Committee believes that the dispute over the Bar Date Motion
is not the appropriate forum to debate the application of Section
507(a)(7) priority to the universe of certificate claims, which
has yet to be defined in the absence of an established bar date.

The Committee seeks to caution the Court against a premature
decision that cannot account for the various considerations that
affect whether the claims are entitled to priority.

According to the Committee, the Debtor has estimated its total
liability on account of outstanding Certificates at approximately
$43,500,000 as of the Petition Date.  A hasty determination of a
priority status will substantially reduce, or altogether
eliminate, distribution to general unsecured creditors.

Moreover, the Committee asserts that an extended bar date for
certificate claims is unnecessary, and runs against the best
interests of the estate.

Based on a shared understanding, the Debtor and Committee have
established a framework that will maximize the potential for a
distribution to be made to general unsecured creditors, the
Committee maintains, and the estate's best interests will be
served if that framework is allowed to proceed with as few
interruptions as possible.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SHERMAG INC: Quebec Court Sets September 5 as Claims Bar Date
-------------------------------------------------------------
Shermag Inc. obtained an order from the Quebec Superior Court to
establish a claims process for the purpose of determining the
creditors' claims and for the calling and conducting of a meeting
of the creditors once a plan of compromise and arrangement has
been filed.

In its order, the Court set Sept. 5, 2008 as the bar date for the
filing of a proof of claim or a notice of dispute.

The order will allow Shermag to determine the quantum of claims
that will be subject to any future plan of compromise and
arrangement and to deal with such claims against Shermag.

Shermag Inc., (TSX: SMG) headquartered in Sherbrooke, Quebec,
designs, produces, markets and distributes high-quality
residential furniture. The company employs more than 735 people
and is a manufacturer and importer with its own manufacturing
operations and global sourcing division.

Shermag has been operating under the protection of the Companies'
Creditors Arrangement Act (Canada) since May 5, 2008.


STANDARD MOTOR: S&P Affirms 'B-' Rating; Changes Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Standard
Motor Products Inc. to stable from positive.  At the same time,
S&P affirmed its 'B-' long-term corporate credit rating and other
ratings on the company.
     
"The outlook change reflects our view that the company's earnings
and cash flow in the year ahead will be limited by the weak
economic conditions in North America and ongoing restructuring
initiatives," said Standard & Poor's credit analyst Nancy Messer.  
"Thus, we no longer expect the company's credit measures to
improve sufficiently in the next year to warrant a potential
upgrade.  However, S&P do expect its liquidity to be sufficient to
meet its $90 million debt maturity in July 2009," she continued.
     
The ratings reflect Long Island City, New York-based Standard
Motor's  highly leveraged financial profile and vulnerable
business risk profile.  The company, an automotive aftermarket
parts manufacturer and distributor, had $271 million of total
balance-sheet debt at March 31, 2008.  Although the company's
stock is publicly traded, CEO Larry Sills and family members
control about 24% of the shares.
     
Standard Motor's near-term challenge is to expand margins through
facilities rationalization, manufacturing initiatives, and
selective price increases.  S&P expect the company's revenues to
be roughly flat for the foreseeable future, despite its efforts to
penetrate the original equipment suppliers market.  Engine
management product profits are under pressure as the market shifts
to new, lower-margin products from older, higher-margin units.  In
addition, the company is experiencing pricing pressure on its
temperature control products from low-cost imports.
     
The stable outlook reflects S&P's opinion that Standard Motor will
manage liquidity in the year ahead by generating a small amount of
free cash from operations and by tapping the revolving credit
facility to meet its mid-2009 debt maturity.  S&P could revise the
outlook to negative or lower the ratings if liquidity becomes
constrained.  This could occur because of company-specific
performance, such as if Standard Motor's free cash flow turns
significantly negative or if a worse-than-expected EBITDA
shortfall substantially depletes availability on the revolving
credit facility, or because of difficult market conditions.  S&P
could revise the outlook to positive if industry and economic
conditions improve such that Standard Motor is able to achieve
EBITDA expansion and access the debt markets for a longer-term
replacement of its $90 million of debt due 2009.


STATION CASINOS: Moody's Cuts Ratings; To Undertake Review
----------------------------------------------------------
Moody's Investors Service downgraded Station Casinos, Inc.'s
Corporate Family Rating to B3 from B2 and downgraded its
Speculative Grade Liquidity Rating to SGL-4 from SGL-2.  Moody's
also downgraded various classes of debt issued by Station
including its senior secured guaranteed bank revolving and term
loan credit facilities each to Ba3 from Ba2, senior unsecured
notes to B3 from B2, and senior subordinated notes to Caa2 from
Caa1.  The ratings remain on review for further possible
downgrade.

The downgrade is prompted by Station's weakening liquidity profile
as well as Moody's expectation that given the material softness in
the Las Vegas gaming market Station's credit metrics will
deteriorate from already weak levels and reflect a credit profile
more appropriate for a lower rating.  This is in contrast to our
previous expectations of modest deleveraging over the next few
years.  

The ratings remain on review for further possible downgrade due to
concerns that the company may need to seek covenant relief from
its bank lenders within the next two to three quarters.  The
review will focus on the company's plan to shore up its liquidity
position as well as evolving operating trends in the Las Vegas
gaming market and their impact on the company's liquidity.

The downgrade of Station's Speculative Grade Liquidity rating to
SGL-4 reflects the likelihood that the company may trip its total
debt to EBITDA or EBITDA to interest covenant, as defined, by
year-end 2008 due to the significantly weaker earnings.  As a
result, the company may need to seek accommodation from its
lenders in a stressed credit environment.

Las Vegas reported much larger than expected declines in gaming
revenues through May 2008.  These market trends are worse than
Moody's had anticipated.  Given the pace of deterioration in the
market, economic stress in the Las Vegas economy along with high
debt levels incurred to finance its leveraged buyout, Station's
consolidated credit metrics are expected to weaken over the next
12 to 18 months.  By year-end 2008, debt to EBITDA and EBITDA to
interest are expected to deteriorate to around 9.2 times and 1.3
times, respectively, incorporating Moody's standard analytic
adjustments.

Ratings downgraded and placed on review for further possible
downgrade:

Station Casinos, Inc.

  -- Corporate Family rating to B3 from B2
  -- Probability of Default rating to B3 from B2
  -- $250 million six year bank term loan to Ba3 from Ba2

  -- $650 million six year revolving credit facility to Ba3 from
     Ba2

  -- Senior unsecured notes from B2 to B3
  -- Senior subordinated notes from Caa1 to Caa2

Station Casinos, Inc. owns and operates gaming and entertainment
facilities including Red Rock Casino Resort Spa, Palace Station
Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station
Hotel & Casino, Wildfire Casino and Wild Wild West Gambling Hall &
Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel
and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and
Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel,
Magic Star Casino, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, among others.  Station manages
Thunder Valley Casino near Sacramento, California on behalf of the
United Auburn Indian Community.


STEVE & BARRY'S: Wants to Hire Asset Disposition as Advisor
-----------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates seek the authority
of the United States Bankruptcy Court for the Southern District
of New York to employ Asset Disposition Advisors LLC as their
asset disposition advisor, pursuant to Sections 327(a) and 328(a)
of the Bankruptcy Code.

Barry Prevor, chairman and secretary of Steve and Barry's relates
that Asset Disposition is qualified for the position because its
professionals have assisted and provided strategic advice to
debtors in variety of Chapter 11 cases.

On June 12, 2008, the Debtors engaged Asset Disposition to:

     (a) consult with the Debtors on the formulation and
         solicitation of inventory and other personal property,
         including the preparation of due diligence and related
         offering materials and the evaluation of any offers that
         may have been received;

     (b) coordinate the closing of certain locations selected by
         the Debtors, and assist the Debtors in developing a
         program to dispose of the assets in these locations in
         order to maximize their value for the benefit of the
         Debtors and its creditors and shareholders; and

     (c) assist with the disposition of other assets as may be
         identified by the Debtors.

As asset disposition advisors to the Debtors, Asset Disposition
will:

     (i) advise the Debtors regarding the disposition of selected
         non-core business assets, including designated stores
         and distribution center location inventory, furniture,
         fixtures and equipment, and advise the Debtors with         
         respect to any issues associated with any planned store
         closures;

    (ii) identify and contact proposed purchasers of assets
         located in the stores, including inventory, furniture,
         fixtures and equipment, and manage the sale process;

   (iii) review and inspect the Debtors' assets as may be
         requested from time to time by the Debtors, including,
         but not limited to inventory, fixed assets and other
         assets;

    (iv) consult, as requested by the Debtors, with the
         Debtors and the Debtors' other retained advisors as to
         the evaluation, valuation and, where appropriate,
         disposition of certain of the Debtors' intellectual
         property and other tangible and intangible assets as may
         be requested by the Debtors from time to time; and

     (v) attend meetings, as requested, with the Debtors, their
         lenders, any official or unofficial committee of
         creditors that may be appointed and other
         parties-in-interest.

Asset Disposition will be paid based on its hourly rates of:

           Paul Traub (Principal)               $725
           Barry Gold (Principal)               $675
           Steven E. Fox(Sr. Consultant)        $650
           Maura I. Russell(Sr. Consultant)     $650
           Consultants                      $310-600
           Support Staff                    $200-225

Mr. Prevor notes that in addition to the proposed fees, the
Debtors have agreed to maintain a $200,000 retainer with Asset
Disposition.  All time charges and disbursements, subject to
interim and final allowance, will be charged against the
retainer.

The Debtors also agreed to indemnify Asset Disposition from any
losses, expenses, damages, penalties, costs, or claims of any
kind in connection with the firm's performance but not on claims
resulting from gross negligence, breach of fiduciary duty, self-
dealing or willful misconduct.

Paul Traub, a principal of the Asset Disposition, assures the
Court that his firm does not have interest adverse to the
Debtors' estates, and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code and as required
under Section 327(a).

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.

(Steve & Barry's Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


STEVE & BARRY'S: Wants to Sell Substantially all Assets
-------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates seek the authority
of the United States Bankruptcy Court for the Southern District
of New York to approve proposed bidding procedures pursuant to
which the Debtors will conduct an auction for all or substantially
all of their assets.  All of the Debtors' rights, title and
interest in and to the Assets will be sold free and clear of all
pledges, liens, security interests, encumbrances, claims, charges,
options and interests.

The Debtors' postpetition access to cash is dependent on their
agreement with their prepetition secured lenders, General Electric
Capital Corporation, with respect to the use of cash collateral.  
As a condition for the Debtors' use of cash collateral, the
Debtors are required to effect a sale of their assets by no later
than August 15, 2008.

Specifically, the Debtors ask the Court, on an expedited basis,  
to:

   (a) approve procedures for (i) submitting bids for any or all
       of the their assets or businesses, (ii) conducting an
       auction with respect to any assets or businesses on which
       the Debtors receive more than one bid;

   (b) authorize them to (i) enter into a "stalking horse"
       agreement with a bidder or bidders for the purpose of
       establishing a minimum acceptable bid at which to begin
       the Auction; (ii) provide any Stalking Horse Bidders with
       a termination fee of up to 2% of the cash purchase price
       set forth in any Stalking Horse Agreement; and (iii) enter
       into an agreement with one or more entities that submit
       bids to provide for the reimbursement of reasonable costs
       and expenses incurred by the entity in connection with
       its bid; and

   (c) approve procedures for the assumption and assignment of
       contracts and leases to any purchaser of the Debtors'
       assets, or to resolve any corresponding objections.

The Debtors note that in no event will the Termination Fee be
payable if the Stalking Horse Agreement contains a "due
diligence", board approval, or financing contingency.  A Stalking
Horse Agreement must provide that the bid will remain open until
the consummation of any other bid that is selected as the
Successful Bid.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New
York, the Debtors' proposed counsel, informs the Court that the
Prepetition Secured Lenders have consented to the Debtors' use of
their cash collateral and to the sales process so long as the
proceeds of any Sale are distributed as:

   (1) $2,500,000, less amounts, if any, paid by the Debtors to
       estate professionals subsequent to the Petition Date, will
       be distributed to Weil, Gotshal & Manges LLP to be held in
       escrow on account of the Carve Out;

   (2) the Sale proceeds will be distributed to the Prepetition
       Secured Lenders to reduce their secured claims until paid
       in full; and

   (3) upon full payment and satisfaction of the Prepetition
       Secured Lenders' claims, the remaining proceeds will be
       distributed to the Debtors.

                            Auction

The Debtors propose that the Auction be conducted at the offices
of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, in New York,  on
August 12, 2008 at 10:00 a.m., prevailing Eastern Time.

According to Mr. Waisman, the Debtors' Assets may be sold in a
single sale to a single offeror or in parts to different
offerors.  The Debtors will select the highest or best bid after
consultation with their Prepetition Secured Lenders and
creditors' committee at the conclusion of the Auction, and the
successful bidder will be required to enter into definitive
agreements, which will be subject to the approval of the Court at
the Sale Approval Hearing.

The Auction may be adjourned without further notice by
announcement at the Auction.  Following the conclusion of the
Auction, the Debtors will promptly file a notice with the Court
identifying the Successful Bidder.

                         Sale Hearing

The Debtors propose that the hearing to consider approval of the
asset sale be held on August 14, 2008, at 10:00 a.m., prevailing
Eastern Time, or at another date and time that the Court may
direct.

At the Sale Hearing, the Debtors will ask the Court to issue an
order approving:

   (a) either or both of (i) an asset purchase agreement, or
       (ii) an agency agreement with the party or parties
       submitting the highest or otherwise best Bids; and

   (b) the Asset Sale.

            Going Concern Sale, Store Closing Sale,
               and Miscellaneous Asset Sale

Mr. Waisman notes that the Debtors hope to effectuate a sale of
their business as a going concern, as they believe that their
business has significant value.

The Debtors have not, however, limited the type of bids to be
considered, he says.  In addition to going concern bids, the
Debtors will also consider bids for the rights to liquidate some
or all of the inventory at their retail stores and distribution
center, as well as bids for any and all their assets individually
or in lots.

The prompt Sale of the Debtors' assets presents the best
opportunity to maximize the value of the Debtors' assets for the
benefit of all stakeholders, Mr. Waisman maintains.

The Debtors believe that, absent a prompt sale, the value of
their assets will rapidly decline because they lack sufficient
funding to continue operations, including for the purchase of new
inventory.

                            Notices

Mr. Waisman says the Debtors would have served by July 16, 2008,
notice of the Auction and Sale Approval Hearing by first class
mail on: (i) the Office of the United States Trustee for the
Southern District of New York; (ii) counsel for GECC and counsel
for PrenSB LLC, as agents for the Debtors' prepetition secured
lenders; (iii) all known creditors of the Debtors; and (iv) all
affected federal and local regulatory and taxing authorities,
including the Internal Revenue Service.

Objections to the proposed sale are due August 11, 2008, at 4:00
p.m., prevailing Eastern Time.

Bidders will be required to submit good faith deposits with the
Debtors on or before August 8, 2008, at 12:00 noon, Eastern Time.
The Good Faith Deposits will be equal to 10% of the Cash purchase
price of the bid.  Good Faith Deposits of all bidders -- except
for the Successful Bidder -- will be held in a separate interest-
bearing account for the Debtors' benefit until 11 days following
the Sale Approval Hearing.

If a Successful Bidder fails to consummate an approved sale
because of a breach or failure to perform on the part of the
Successful Bidder, the Debtors will not have any obligation to
return the Good Faith Deposit deposited by that Successful
Bidder, and the Good Faith Deposit will irrevocably become
property of the Debtors.

For any bid submitted in accordance with proposed Bidding
Procedures that requires the assumption and assignment of
Contracts or Leases, the bidder must identify the Contracts or
Leases to be assumed and assigned and provide evidence of its
ability to provide adequate assurance of future performance of
the Contracts or Leases along with the Qualified Bid.

To facilitate the Auction process and assist Interested Parties
in preparing Bids for the Assets, the Debtors have provided or
will provide to Interested Parties (i) a proposed form of asset
purchase agreement and (ii) a proposed form of agency agreement
upon which bids may be predicated.  

The use of uniform agreements will enable the Debtors and other
parties-in-interest to easily compare and contrast the differing
terms of any bids that may be received prior to or at the
Auction, Mr. Waisman explains.  The Debtors have the right to not
consider any bid that does not conform to the Form Agreements.

Full-text copies of the  proposed Asset Purchase Agreement and
Agency Agreement are available for free at:

http://bankrupt.com/misc/S&B_ProposedAssetPurchaseAgreement.pdf
http://bankrupt.com/misc/S&B_ProposedAgencyAgreement.pdf

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.

(Steve & Barry's Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


STEVE & BARRY'S: Court Approves Use of Cash Collateral
------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of New York approved the request of Steve & Barry's, LLC, and its
debtor-affiliates to use their Cash Collateral on an interim basis  
for the period from the Petition Date through the date which is
the earliest to occur of:

   (a) the expiration of five business days after the declaration
       of the Prepetition Revolver Agent or Prepetition Term
       Loan Agent of a termination, reduction or restriction
       of the ability of the Debtors to use any Cash Collateral
       upon the occurrence and during the continuation of an
       Event of Default -- the Remedies Notice Period;

   (b) 11:59 p.m., Eastern time, on August 15, 2008; or

   (c) the Closing Date of a "Going Concern Sale" or a "Full
       Chain Liquidation."

Cash Collateral may be used during the Specified Period solely up
to the amounts -- not to exceed 110% of the amounts set forth in
the Budget on a cumulative, aggregate rolling basis measured
weekly as of the close of business on Friday of each week -- at
the times, and for the purposes identified in the cash collateral
budget approved by the Prepetition Agents, each in its sole
discretion.

However, during the Remedies Notice Period, the Debtors may use
Cash Collateral in accordance with the terms and provisions of
the Budget solely to meet payroll obligations and to pay expenses
critical to the preservation of the Debtors and their estates as
agreed by the Prepetition Revolver Agent and Prepetition Term
Loan Agent, each in its sole discretion.

All Cash Collateral use must be strictly in accordance with the
terms of the Budget.  The authorization for the Debtors to use
Cash Collateral will terminate at the expiration of the Specified
Period.  Nothing will authorize the disposition of any assets of
the Debtors or their estates outside the ordinary course of
business, or any Debtor's use of any Cash Collateral or other
proceeds resulting therefrom, except as permitted by the Court,
with the prior written consent of the Prepetition Agents and
Prepetition Lenders, and in accordance with the Budget.

A full-text copy of the Interim Cash Collateral Order is
available for free at:

   http://bankrupt.com/misc/S&B_CashCollIntOrder.pdf

The final hearing on the Debtors' request is scheduled for
July 29, 2008.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.

(Steve & Barry's Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


STEVE & BARRY'S: Wants to Employ Silverman as Conflicts Counsel
---------------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates seek the authority
of the United States Bankruptcy Court for the Southern District
of New York to employ Silverman Acampora LLP as their conflicts
counsel under a general retainer.  

As conflicts counsel, Silverman will represent the Debtors with
respect to issues that would cause the Debtors to be adverse to
any of the existing clients of Weil, Gotshal & Manges LLP, the
Debtors' general bankruptcy counsel.  

Barry Prevor, chairman and secretary of Steve & Barry's, says
the Debtors selected Silverman because the firm's attorneys have
had considerable experience in representing debtors, committees
and creditors in Bankruptcy cases.

Silverman was paid a $25,000 retainer in connection with its
retention as conflicts counsel.  The firm's hourly rates are:

         Attorneys          $200-575
         Paraprofessionals   $85-180

Adam L. Rosen, a member of Silverman, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code, and does not hold any
interest adverse to the Debtors and their estates.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.

(Steve & Barry's Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


STEVE & BARRY'S: Court Extends Schedules Due Date to Aug. 14
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of New York extended the deadline by which Steve & Barry's, LLC,
and its debtor-affiliates must file their Schedules and Statement
to August 14, 2008, instead of July 24, 2008.

Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007
require the Debtors to file their (i) schedules of assets and
liabilities, (ii) schedules of executory contracts and unexpired
leases, and (iii) statements of financial affairs within 15 days
after the Commencement Date.

Proposed counsel for the Debtors, Harvey R. Miller, Esq., at
Weil, Gotshal & Manges LLP, in New York, contends the 15-day
period will not be enough considering the diversity and
complexity of the Debtors' operations.  There are 64 Debtors
involved, thus, employees will be collecting voluminous
information, he asserts.

The Debtors submit that the vast amount of information that the
they must assemble and compile, the multiple places where the
information is located, and the number of employee and
professional hours required to complete the Schedules all
constitute good and sufficient cause for granting the requested
extension of time

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.

(Steve & Barry's Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


STONERIDGE INC: Good Liquidity Cues Moody's to Assign SGL-2 Rating
------------------------------------------------------------------
Moody's Investors Service assigned a Speculative Grade Liquidity
rating of SGL-2 to Stoneridge Inc., indicating Moody's expectation
that the company should likely maintain good liquidity for the
next 12 months.  Moody's expects that the company's sizeable
available cash balances (approximately $88 million at March 31,
2008--roughly half outside the US) plus cash flow should provide
sufficient liquidity to cover working capital needs and capital
expenditures over the next 12 months, albeit its cash flow
generation is expected to be weaker than its 2007 level in part
due to impacts from negative industry trend as well as the
anticipated restructuring charges in 2008.  Moody's also expects
the company will maintain ample borrowing availability under its
$100 million asset-based revolving credit facility which expires
in November 2011.

Stoneridge currently has a Corporate Family Rating of B1 and a
stable outlook.  Headquartered in Warren, Ohio, the company is a
designer and manufacturer of highly engineered electrical and
electronic components, modules and systems for automotive, medium
and heavy-duty truck, agricultural and off-highway vehicle
markets.  For the 12 months ended Dec. 31, 2007, the company
reported revenues of $727 million.


STRAITS GLOBAL: Moody's Junks Ratings on Class B-1 and B-2 Notes
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Straits Global ABS CDO I, Ltd., and left on review
for possible further downgrade the ratings of three of these
classes.  Moody's also placed on review for possible downgrade the
rating of an additional class of notes.  The notes affected by the
rating action are:

Class Description: $248,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2040

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

Class Description: $72,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2040

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $41,000,000 Class B-1 Senior Secured Floating
Rate Notes Due 2040

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $7,000,000 Class B-2 Senior Secured Fixed Rate
Notes Due 2040

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $10,000,000 Class Combination Notes Due 2040

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

Straits Global ABS CDO I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On May 1, 2008 the transaction experienced an event of default
caused by a failure of the Net Outstanding Portfolio Collateral
Balance to be greater than or equal to the required amount set
forth in Section 5.1(i) of the Indenture dated Oct. 28, 2004.  
That event of default is continuing.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain noteholders may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued following the
default event.  Because of this uncertainty, the ratings of Class
A-1, Class A-2, Class B-1 and Class B-2 Notes are on review for
possible further action.


TABLEROCK BREWING: Chapter 7 Bankruptcy Not Affecting Affiliate
---------------------------------------------------------------
TableRock Brewing Co.'s bottling plant operations filed for
Chapter 7 liquidation with the U.S. Bankruptcy Court for the
District of Idaho in Boise, 670 KBOI reports.

TableRock owner Mike Fitzgerald clarified that the plant's
liquidation proceeding will not affect an affiliate, TableRock
Brewpub & Grill, relates KBOI.  Court documents disclosed that the
pub had total liabilities of $250,000, most of them unpaid federal
taxes.


TALBOTS INC: Secures $50MM Working Capital from Aeon Co.'s Unit
---------------------------------------------------------------
The Talbots Inc. finalized the terms of a $50 million unsecured
subordinated working capital term loan credit facility with Aeon
(U.S.A.) Inc., a subsidiary of Aeon Co. Ltd., and the majority
shareholder of The Talbots Inc.

The new $50 million credit facility, which matures on Jan. 28,
2012, supplements the company's existing working capital lines of
credit of $165 million and increases the company's total working
capital borrowing capacity to $215 million.  This new Aeon working
capital facility is subordinated to the company's other financial
institution indebtedness existing as of the closing date.

Under the terms of the facility, the financing is the unsecured
general obligation of the company and is subordinated to the
company's other financial institution indebtedness existing as of
the closing date, including under the existing Acquisition Loan
Agreement, as amended, between the company, the lenders from time
to time thereto, and Mizuho Corporate Bank Ltd., as agent, dated
as of July 24, 2006.

The facility will be available for use by the company and its
subsidiaries for general working capital and other appropriate
general corporate purposes in connection with the company's
execution of its turnaround plan as has been previously approved
by the company's Board of Directors.

Interest on outstanding principal under the facility will be at an
annual rate equal to three-month LIBOR plus 500 basis points.  The
company is required to pay an upfront commitment fee of 1.5% or
$750,000 to Aeon at the time of execution and closing of the loan
facility agreement.  Going forward, the company is required to pay
a fee of 50 basis points per annum on the undrawn portion of the
commitment, payable quarterly in arrears.

Amounts may be borrowed under the facility from time to time,
subject to satisfaction of all conditions to borrowing set forth
in the facility.  Voluntary prepayments of borrowed amounts
generally will not be permitted under the facility.  Amounts
borrowed under the facility that are repaid or prepaid may be not
reborrowed.

Borrowing under the facility will be subject to conditions set
forth in the loan agreement, including without limitation accuracy
of all representations and warranties, compliance with all
covenants, no material adverse change and absence of defaults.  
The facility includes representations and warranties relating to
the company and its subsidiaries, including representations and
warranties that are substantially similar in all material respects
as under the Acquisition Loan.  The facility also includes
covenants relating to the company and its subsidiaries, including
covenants that are substantially the same in all material respects
as under the Acquisition Loan.

The facility provides for events of default that are substantially
the same in all material respects as under the Acquisition Loan.
If a default were to occur, interest would accrue on any principal
or other amount payable under the facility at a rate of 2.00% per
annum in excess of the applicable interest rate and, upon written
notice by Aeon, the principal and all accrued interest under the
facility may be accelerated, subject in all cases to the terms of
subordination.

The principal terms of this financing were reviewed with and
approved by the company's independent Audit Committee.  

A full text copy of the agreement is available for free at
http://ResearchArchives.com/t/s?2fae

                           About Talbots

Headquartered in Hingham, Massachusetts, The Talbots Inc.
(NYSE:TLB) -- http://www.talbots.com/--  is a specialty retailer    
and direct marketer of women's apparel, shoes and accessories.  
The company operates stores in 869 locations in 47 states, the
District of Columbia, and Canada, with 595 locations under the
Talbots brand name and 274 locations under the J. Jill brand name.
Both brands target the age 35 plus customer population.  Talbots
brand on-line shopping site is located at http://www.talbots.com/   
and the J. Jill brand on-line shopping site is located at
http://www.jjill.com/  

                   Letter of Credit Reductions

As reported in the Troubled company Reporter on April 17, 2008,
the company disclosed in a regulatory filing with the Securities
and Exchange Commission filing, that on April 9, 2008, The Talbots
Inc., and The Talbots Group Limited Partnership received
notification from The Hongkong and Shanghai Banking Corporation
Limited that HSBC was no longer prepared to continue making letter
of credit facilities available to Talbots.  Prior to the
notification, Talbots had available from HSBC a letter of credit
facility, used to finance the import of merchandise, with a limit
of $135 million.

Pursuant to its notification, effective as of April 8, 2008, HSBC
reduced the company's prior letter of credit facility limit of
$135 million to $60 million.  HSBC also advised that it will
further reduce the company's letter of credit facility limit to
$45 million on May 8, 2008, to $30 million on June 9, 2008, to
$15 million on July 8, 2008, and the facility will be canceled on
Aug. 8, 2008.  Any further letters of credit would be at the
bank's discretion and considered on a case by case basis.

The Talbots Inc., clarified that its recent arrangements with
major vendors, along with currently available working capital
lines, are expected to be sufficient to fund Talbots' working
capital needs under its 2008 operating plan.


TERRYLYN HARRELL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Terrylynn Harrell
        4410 Coventry Glen Drive
        Woodbridge, VA 22193

Bankruptcy Case No.: 08-14199

Chapter 11 Petition Date: July 16, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  (rrosenblatt@rosenblattlaw.com)
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850-2378
                  Tel: (301) 838-0098
                  Fax: (301) 838-3498

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb08-14199.pdf


TICKETMASTER: S&P Keeps 'BB' Senior Unsecured Debt Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised the issue-level and
recovery ratings on Ticketmaster's (BB+/Stable/--) secured debt
and kept the ratings on the West Hollywood, California-based
company's unsecured senior notes unchanged.  S&P changed
Ticketmaster's senior secured debt rating to 'BBB-' from 'BBB'.  
S&P also changed the senior secured debt recovery rating to '2'
from '1', indicating its expectation for substantial (70%-90%)
recovery in the event of a payment default.
     
"We revised the ratings to reflect a new proposed mix of secured
and unsecured debt financing to support Ticketmaster's spinoff
from IAC/InterActiveCorp.," said Standard & Poor's credit analyst
Andy Liu.  Changes to the debt financing include a planned
$100 million increase to its term B loan facility due 2014 and a
$100 million decrease in the size of senior notes due 2016.  
      
Ratings List

Ticketmaster
Corporate Credit Rating                    BB+/Stable/--
Senior Unsecured Debt                      BB  (Recovery Rtg: 5)

Recovery Rating Revised
                    To                      From
Bank Loan Rating   BBB- (Recovery Rtg: 2)  BBB (Recovery Rtg: 1)


TOUSA INC: Court Grants Final Nod on Use of $358MM Cash Collateral
------------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida approved a stipulation among TOUSA Inc. and
its debtor-affiliates, the Official Committee of Unsecured
Creditors and the First Lien Lenders with respect to a final
order authorizing the limited use of the Lenders' Cash Collateral
and the grant of replacement liens and adequate protection to
secured lenders.

The Court authorized the Debtors, on a final basis, to use the
Cash Collateral of their First Lien and Second Lien Secured
Lenders, totaling approximately $358,000,000, for a period of six
months in a manner consistent with an approved budget and the
Debtors' borrowing base, Angela Valdes, TOUSA vice president and
chief accounting officer, relates in a regulatory filing with the
U.S. Securities and Exchange Commission.

The approved Budget covers the period commencing on May 23, 2008,
through the week ending Nov. 30, 2008.

The Debtors' use of the Cash Collateral is conditioned on the
Debtors' compliance with these financial covenants:

   (a) Actual monthly Operating Cash Flow must not be less than
       the projected monthly Operating Cash Flow set forth
       in the Budget minus $10 million.

   (b) Cumulative Operating Cash Flow for the applicable
       period must be no less than these amounts:

     Period                        Minimum Operating Cash Flow
     ------                        ---------------------------
     May 23 to June 30, 2008                 $6,619,000
     May 23 to July 31, 2008                ($5,931,000)
     May 23 to August 31, 2008             ($21,165,000)
     May 23 to September 30, 2008          ($25,748,000)
     May 23 to October 31, 2008            ($26,355,000)
     May 23 to November 30, 2008            ($1,087,000)  

The Final Cash Collateral Order further provides for the Paydown
of $175,000,000 to the First Lien Secured Lenders, subject to
disgorgement provisions in the event certain claims against the
Lenders are successful and repayment is required.  It also
reserves the sole right of the Debtors to pay down an additional
$15,000,000 to the First Lien Secured Lenders.  

The Debtors are permitted under the Final Cash Collateral Order
to incur liens and enter into sale/leaseback transactions for
model homes subject to certain limitations, according to
Ms. Valdes.

As part of their agreement to authorize the Debtors' use of the
Cash Collateral during the Budget Period, the Prepetition Agents
and Lenders under the Debtors' prepetition secured credit
facilities, in addition to the Paydown, have been granted various
forms of adequate protection.  The Adequate Protections include
liens and claims to protect against any diminution in the value
of the Prepetition Collateral, the payment of accrued but unpaid
interest on the First Priority Indebtedness at the non-default
rate, and the payment of reasonable fees and expenses of the
first and second priority agents, Ms. Valdes says.

The Cash Collateral may be used of the Creditors Committee to
object to or contest the Prepetition Secured Indebtedness or the
Prepetition Liens, or to assert or prosecute any actions or
claims against any of the Prepetition Secured Parties, the Court
ruled.

Any party-in-interest, other than the Debtors, may challenge or
take other action to invalidate, avoid or subordinate the extent,
validity, priority and perfection of the First Priority and
Second Priority Indebtedness no later than July 26, 2008.

A full-text copy of the Final Cash Collateral Order and Budget is
available for free at:

   http://bankrupt.com/misc/Tousa_FinalOrd-CashCollBudget.pdf

                       Noteholders Objections

In separate notices, Wells Fargo Bank, N.A., and certain
noteholders took an appeal to the United States District Court
for the Southern District of Florida from Judge Olson's June 20,
2008, approval of a stipulated Final Cash Collateral Order.

Wells Fargo took an appeal in its capacity as successor
administrative agent pursuant to a Second Lien Credit Agreement,
dated July 31, 2007.

The Noteholders who appealed the Final Cash Collateral Order are
Aurelius Capital Master, Ltd., Aurelius Capital Partners LP, GSO
Special Situations Fund L.P., GSO Special Situations Overseas
Master Fund Ltd., GSO Credit Opportunities Fund (Helios) L.P.,
and Carlyle Strategic Partners.

The Noteholders want the District Court to review whether Judge
Olson erred in entering:

  (a) the Cash Collateral Order that permits payment of
      $175,000,000 and up to an additional $15,000,000, as an
      adequate protection payment to alleged oversecured
      creditors:

        (i) outside of a Chapter 11 plan, to alleged creditors
            holding alleged claims that are (x) subject to
            objections of record and (y) have not been allowed,
            where it is disputed whether the alleged creditors
            have any claims at all;

       (ii) where there was no record evidence of any risk of
            diminution in the value of the alleged creditors'
            asserted interest in collateral, and where there are
            objections of record as to whether the alleged
            creditors have any claims or interest in collateral
            at all;

  (b) the Cash Collateral Order that, outside of a Chapter 11
      plan, permits a release of rights, claims, causes of
      action, defenses, and remedies and that validates the
      liens and allows the claims of alleged creditors holding
      alleged claims if a challenge to that release, validation
      or allowance is not asserted by July 25, 2008, where,
      among other things, discovery of grounds for all
      challenges will not have been completed by that date;

  (c) the Cash Collateral Order where there was insufficient
      record evidence of the satisfaction of the factors that
      the Eleventh Circuit of Appeals established in "In re
      Justice Oaks II, Ltd., 898 F.2d 1544 (11th Cir. 1990),"
      for approval of a settlement under Rule 9019 of the
      Federal Rules of Bankruptcy Procedure; and

  (d) the Cash Collateral Order that purports to limit appellate
      review of certain provisions of the Order.

Wells Fargo also wants the District Court to determine if Judge
Olson erred in authorizing the Official Committee of Unsecured
Creditors to use the Second Lien Lenders' cash collateral to
investigate and sue the Second Lien Lenders.

                         *     *     *

The Bankruptcy Clerk has issued notices of deficiency to the
Noteholders and Wells Fargo for failing to file copies of their
designated items.  The Noteholders and Wells Fargo have until
July 28, 2008, to correct the deficiency, otherwise the District
Court will dismiss their appeals, pursuant to Local Rule 87.4(B)
of the U.S. District Court for the Southern District of Florida.

                          About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Wants Civil Actions Removal Period Moved to October 25
-----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to further extend the time by
which they must remove pending civil actions they are a party to
as set forth in Rule 9027(a) of the Federal Rules of Bankruptcy
Procedure, through and including Oct. 25, 2008.

The Debtors' current deadline to remove civil actions will expire
on July 27, 2008.

The Debtors are party to numerous civil actions in the various
states in which they do business.  Those lawsuits are generally
managed by the Debtors' separate divisions, and are being handled
on behalf of the Debtors by a wide variety of local and national
law firms, Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida, relates.

The Debtors relate that they continue to review their files and
records to determine whether they should remove certain claims or
civil causes of action pending in state or federal court to which
they might be a party to.  Because evaluation of those civil
actions requires attention from the Debtors' key personnel in
each division and the Debtors' law department, all of whom are
actively involved in other key aspects of the Debtors'
reorganization efforts, the Debtors require additional time to
consider filing notices of removal in the civil actions, Mr.
Singerman tells the Court.

Thus, unless the proposed extension is granted, the Debtors
believe they will not have sufficient time to give adequate
consideration to whether removal of any of the civil actions is
necessary, Mr. Singerman avers.

Mr. Singerman assures the Court that the rights of any party to
the civil actions will not be prejudiced by the requested
extension.  Moreover, if the Debtors ultimately seek to remove
any action pursuant to Bankruptcy Rule 9027, any party to the
litigation can seek to have the action remanded pursuant to
Section 1452(b) of the Judiciary and Judicial Procedures.

                          About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: DIP Credit and Security Deal with Lenders Terminated
---------------------------------------------------------------
TOUSA Inc. vice president and chief accounting officer Angela
Valdes disclosed in a regulatory filing with the Securities and
Exchange Commission that effective June 20, 2008, the Senior
Secured Superpriority DIP Credit and Security Agreement among the
Debtors, Citicorp North America Inc., and Citigroup Global Markets
Inc., was terminated in its entirety.

As reported in the Troubled Company Reporter on June 19, 2008,
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has extended the Interim Termination Date of
the Debtors' Senior Secured Super-Priority Debtor-in-Possession
Credit and Security Agreement to June 19, 2008.

Judge Olson extended the Termination Date from June 11 to June 17.

Citicorp North America Inc. committed to extend $650 million
in postpetition financing to the Debtors.  

As reported in the Troubled Company Reporter on Feb 1, 2008, the
Debtors received approval from the Court to immediately borrow
$135 million to pay normal operating expenses, including employee
wages, construction costs, and payments to suppliers.

                          About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRANSBOTICS CORP: May 31 Balance Sheet Upside-Down by $1,044,363
----------------------------------------------------------------
Transbotics Corp.'s balance sheet at May 31, 2008, showed
$2,330,680 in total assets and $3,375,043 in total liabilities,
resulting in a $1,044,363 stockholders' deficit.

At May 31, 2008, the company's balance sheet also showed strained
liquidity with $2,040,109 in total current assets available to pay
$2,698,016 in total current liabilities.

The company reported a net loss of $370,270 on net revenues of
$1,655,979 for the second quarter ended May 31, 2008, compared
with net income of $24,796 on net revenues of $2,882,086 in the
same period ended May 31, 2007.  

The net revenue decrease is primarily due to decreased Automated
Guided Vehicle (AGV) project revenues compared to the prior year
which resulted from a lower number of AGV units produced and
engineering services performed for projects for the current
quarter compared to the prior year.

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

               http://researcharchives.com/t/s?2f9d

                       Going Concern Doubt

Grant Thornton LLP, in Charlotte, N.C., expressed substantial
doubt about Transbotics Corp.'s ability to continue as a going
concern after auditing the company's balance sheet for the years
ended Nov. 30, 2007, and 2006.

During 2007, the company suffered significant operating losses,
especially in the fourth quarter, as several anticipated orders
were delayed or cancelled.  Due primarily to the low backlog at
Nov. 30, 2007, the company also realized a significant loss in the
first six months of 2008.  

In addition, the company's $1,000,000 bank line of credit was not
extended and credit facility was transferred to the special asset
group of the Bank which renegotiated a Modification and
Forbearance Agreement.  Payment obligations under the
Modification and Forbearance Agreement dated April 23, 2008, caps
the credit facility at $935,000 and extends it to July 31, 2008.
The entire indebtedness becomes due and payable on July 31, 2008,
unless renegotiated.

Prior to the Modification and Forbearance Agreement the line of
credit agreement allowed the company to borrow up to $1,000,000.

                     About Transbotics Corp.

Headquartered in Charlotte, N.C., Transbotics Corp. (OTC BB: TNSB)
-- http://www.transbotics.com/-- is an automation solutions   
integrator that manufactures, installs and supports various
automation technologies including Automatic Guided Vehicles
(AGVs), robots, conveyors, batteries, chargers, motors and other
related products.  Transbotics serves a limited number of
industries - automotive, food and paper, textiles and
newspaper publishing.


TRIBUNE CO: Gets Three Potential Bids for Chicago Cubs Franchise
----------------------------------------------------------------
Tribune Co., Chicago Cubs baseball team's owner, received at least
three bids for the baseball team, and other assets by Friday
afternoon, The Wall Street Journal reports, citing people close to
the situation.  

Tribune Co. was expecting offers from nine groups, according to
WSJ.  Initial bids for the baseball team and its related assets
were due July 18.

The Journal states that two of the bids came from major financial
players in Chicago: one is from John Canning, the head of private-
equity firm Madison Dearborn Partners LLC and the other was from
Tom Ricketts, chief executive of investment firm Incapital LLC.  
Bloomberg News reports that billionaire Mark Cuban is also among
the bidders.

Another bid came from a New York group representing Sports
Properties Acquisition Corp. and led by Andrew Murstein, who has
raised $215 million in an initial public offering for the purpose
of acquiring a sports franchise or similar assets, WSJ indicates.

According to the Journal, the size of the bids wasn't disclosed,
but given the team's history and the emotional attachment of fans,
the bidding is expected to reach around $1 billion for the team,
Wrigley Field and a 25% interest in a regional sports cable-
television network.

WSJ relates that Sam Zell, company chairman and chief executive,
expected the sale of the Cubs, and a cost cutting at the firm's
newspaper division, to help Tribune meet a $650 million debt
payment by the end of the year and a $750 million payment in the
first half of 2009.

Tribune will likely retain up to 5% stake in the team to avoid
triggering a steep tax obligation on the sale, WSJ adds.  

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating    
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune, like other newspaper outlets, is suffering a decline in
publishing revenues due to online competition.  Chicago Tribune
media columnist Phil Rosenthal says the newspaper industry
troubles are compounded at Tribune by the debt load Tribune took
on late 2007 in a $8,200,000,000 privatization.

Mr. Rosenthal says Tribue has major payment obligations due in
2008 and 2009.  Mr. Zell, according to Mr. Rosenthal, has said the
2008 obligations should be covered through Cablevision Systems
Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's
paper in Long Island, as well as through a $300,000,000 asset-
backed commercial paper facility with Barclays Bank PLC.  Mr.
Rosenthal says the planned sale of the Chicago Cubs and Wrigley
Field is expected to help cover 2009 obligation.


TRIBUNE LIMITED: Moody's Cuts Rating on $5MM Notes by 8 Notches
---------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Tribune
Limited Series 21:

Class Description: $5,000,000 5.90 per cent.  Credit Linked
Secured Notes due 2010

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2

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


TUCKER FARMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Tucker Farms L.P.
        c/o Jon A. Tucker and Elizabeth Tucker
        812 West Palo Brea
        Litchfield Park, AZ 85340

Bankruptcy Case No.: 08-08878

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      Jon A. Tucker Family Trust             08-08880

Chapter 11 Petition Date: July 17, 2008

Court: District of Arizona (Phoenix)

Debtors' Counsel: Stanford E. Lerch, Esq.
                  (slerch@ldlawaz.com)
                  Lerch & DePrima plc
                  4000 North Scottsdale Road, Suite 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705

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

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

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


UNICO INC: May 31 Balance Sheet Upside-Down by $10,165,020
----------------------------------------------------------
Unico Incorporated's consolidated balance sheet at May 31, 2008,
showed $6,644,783 in total assets and $16,809,803 in total
liabilities, resulting in a $10,165,020 stockholders' deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $46,724 in total current assets
available to pay $16,809,803 in total current liabilities.

The company reported a net loss of $1,511,517 for the first
quarter ended May 31, 2008, compared with a net loss of $5,251,787
in the same period ended May 31, 2007.

For the three months ended May 31, 2008, and May 31,2007, Unico
reported no revenues.

Loss on settlement of debt was $-0- in the three months ended
May 31, 2008, a decrease of $4,133,316 from the $4,133,316 loss on
settlement of debt incurred during the three months ended May 31,
2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?2f9e

                       Going Concern Doubt

HJ Associates & Consultants, LLP, in Salt Lake City, expressed
substantial doubt about Unico Incorporated's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Feb. 29, 2008.  The
auditing firm pointed to the company's significant losses,
accumulated deficit and deficit in working capital.

The company has incurred losses of $62,436,208 from its inception
through May 31, 2008.  It has not established any revenues with
which to cover its operating costs and to allow it to continue as
a going concern.   

                          About Unico Inc.

Based in San Diego, California, Unico Inc. (OTC BB: UNCO)
-- http://www.unicomining.com/-- is a publicly traded natural  
resource company in the precious metals mining sector that is
focused on the exploration, development and production of gold,
silver, lead, zinc, and copper concentrates at its two mine
properties: the Deer Trail Mine and the Silver Bell Mine.


UNUM GROUP: S&P Lifts Sr. Unsecured Debt Rating to BBB- from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and senior unsecured debt rating on Unum Group to 'BBB-' from
'BB+'.  At the same time, Standard & Poor's raised its
counterparty credit and financial strength ratings on Unum Group's
insurance subsidiaries to 'A-' from 'BBB+'.
     
The outlook on all companies is stable.
     
"The upgrades reflect the group's maintenance of its dominant
market position, improved insurance risk profile, operating
profitability, enhanced investments quality, and stronger
capitalization through statutory earnings," said Standard & Poor's
credit analyst Shellie Stoddard.  "Offsetting these positive
factors are somewhat slower growth rates across all operating
segments, risks that economic recessionary pressures will increase
disability claims, and the historical volatility that Unum Group
has experienced in its disability products."
     
The success of Unum's turnaround strategy since 2003 is apparent
in its improved risk profile and increased financial flexibility.  
Management has focused on lowering the risk in the company's
investments and businesses, while growing key strategic businesses
such as life, supplemental, and voluntary insurance products, and
increasing the profitability of its U.S. disability operations.  
At the same time, the company has de-leveraged its balance sheet
and securitized two blocks of older disability business to reduce
economic capital requirements.
     
The stable outlook reflects our expectation that Unum will
maintain financial discipline and continue to focus on sales
growth in the more profitable, smaller-case-size business.  New
annualized premiums for UNM are expected to decline by as much as
5% in 2008 because of competition faced in all segments including
the Colonial and U.K. operations.  S&P do not expect the slower
economy will hurt overall claims experience because of the
company's increased diversification of insurance exposure.  Pretax
operating income is expected to grow to $1.2 billion by the end of
2008.  UNM is expected to maintain a healthier balance sheet with
higher quality assets, better capitalization, and lower debt,
compared with the 2004-2006 period.  For 2008, GAAP interest
coverage is expected to increase to more than 10x, while adjusted
debt to total capital is expected to remain less than 25%.


YOSEMITE CLUB: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Yosemite Club Partners, L.P.
        215 Alvarado Rd.
        P.O. Box 5125
        Berkeley, CA 94705

Bankruptcy Case No.: 08-43755

Chapter 11 Petition Date: July 18, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: James D. Wood, Esq.
                     Email: jdw@jdwoodlaw.com
                  3675 Mt. Diablo Blvd., Ste. 250
                  Lafayette, CA 94549-3775
                  Tel: (925) 284-9663
                  http://www.jdwoodlaw.com/

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

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

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Camino Investment Corp.        working capital loan  $300,000
Attn: Jon Goodykoontz
P.O. Box 100
Danville CA 94526
Tel: (925) 837-1153

RBF Consulting                 consulting services   $45,293
Attn.: Paul Klein
2101 Arena Blvd., Ste. 250
Sacramento, CA 95834
Tel: (916) 928-1117

Fred A. Moreton & Co.          insurance             $30,760
709 E. South Temple
Salt Lake City, UT 84102

Sanger & Olson                 legal                 $10,764

ENGEO, Inc.                    services              $5,500


* Moody's Sees Positive Impact of Mitigating Underfunding Risk
--------------------------------------------------------------
An investment strategy used by an increasing number of corporate
pension funds to mitigate underfunding risk has a neutral to
mildly positive impact on the credit profile of a fund's corporate
sponsor, according to a new research report from Moody's Investors
Service.

"For some corporate issuers with a defined-benefit pension plan,
adopting this approach, which aims to limit underfunding risk by
increasing exposure to fixed-income investments, may help to
mitigate downward rating pressure," Wesley Smyth, Moody's vice
president and senior accounting analyst, said.  "However, for most
issuers, the credit impact of adopting this strategy will be
neutral."

Due to recent changes in pension regulations and accounting rules,
the type of strategy, called "liability-driven investment", is
becoming more popular with defined-benefit pension plans in the
U.S., which hold over $2 trillion in assets.

"If you look at the allocation of assets in some of the largest
corporate pension plans, it appears that some of them are shifting
to an LDI approach," Mr. Smyth said.

Under an LDI strategy, pension funds invest in assets, typically
fixed income securities, which create a natural hedge against
movements of pension obligations due to changes in interest rates.  
This approach is designed to reduce the risk that a plan sponsor
will have to make an unexpected contribution to its pension fund,
which could put downward pressure its credit rating.

Companies with large defined-benefit plans and tight equity-based
debt covenants are among those most likely to see a reduction in
credit risk through the implementation of an LDI strategy.  A plan
sponsor facing tight liquidity and whose pension fund is at risk
of dipping below well-funded status may also see some credit
benefit from taking an LDI approach.

Some companies that sponsor defined-benefit plans are embracing
LDI techniques in response to increased risk of funding volatility
due to provisions of the Pension Protection Act of 2006, which
requires fuller and faster funding of pension plans.  Increased
interest in the strategy may also be in response to new accounting
rules that require the funded status of pension plans to be
reflected on the sponsor's balance sheet.


* Moody's: Assessing Potential Credit Impact Must be in Context
---------------------------------------------------------------
The credit implications of an originator retaining a financial
interest in a structured finance transaction vary from transaction
to transaction and are generally limited, says Moody's Investors
Service in a new report.  The potential credit impact must be
assessed in the context of the interests of all parties and the
details of the transaction.  In addition, the impact may change
over time.

"The presence or absence of a retained interest, in and of itself,
generally has a limited impact on ratings," David Teicher, Moody's
team managing director and one of the authors of the report said.  
"This is the case not only because the potential credit impact of
a retained interest can be either positive or negative, but also
because of the originator's other incentives, such as wanting to
maintain its reputation through positive performance."

An originator, servicer or collateral manager may retain an
interest in the pool of assets underlying a transaction, typically
the most junior or equity tranche, Moody's said.  This investment
may or may not more closely align the interests of such parties to
those of the senior tranche investors.

In general, these interests are aligned when asset performance is
strong, but are more likely to diverge when performance is weak.  
In these circumstances, the originator might have an incentive to
maximize cash flow to the tranche that it retains, thus reducing
the cash flow or credit protection that may be available to the
more senior tranches.

"Across transaction types, the interests of an originator holding
a retained junior interest may conflict with those of holders of
more senior classes should the assets backing the transaction
perform poorly," Mr. Teicher of Moody's said.  "If such a
situation occurs, the holding of a retained interest may become a
negative factor for the outstanding ratings on the senior notes."

Other considerations for credit quality include whether the
originator has the ability to sell its retained interest, or
whether its financial interest is hedged, limiting the
originator's concerns over financial performance.

Moody's new Assumption Volatility Scores for structured products,
being introduced this quarter, will include a sub-component that
addresses "Alignment of Interests."  These scores will consider
not only whether an economic interest is retained by the
originator, but additional indicators of alignment such as the
originator's history of honoring representations and warranties
and the importance of the transaction to the originator's funding
strategy.

  
* S&P Takes Ratings Actions on Various Classes of Synthetic CDOs
----------------------------------------------------------------
Standard & Poor's Ratings Services took the following rating
actions on various U.S. synthetic collateralized debt obligation
transactions following the June month-end batch run:

     -- S&P placed 39 ratings on CreditWatch with negative
        implications;

     -- S&P lowered 12 ratings and removed one from CreditWatch
        negative;

     -- S&P placed seven ratings on CreditWatch positive;
     -- S&P raised its rating on one class and removed it from
        CreditWatch with negative implications; and

     -- S&P affirmed 63 ratings and removed them from CreditWatch
        negative.
     
The CreditWatch negative placements reflect negative rating
migration in the portfolios and the fact that the synthetic rated
overcollateralization ratios for the affected transactions had
fallen below 100% as of the June month-end run.  The downgrades
affected classes that had SROCs below 100% as of the June month-
end run and at a 90-day forward run; the affirmations and
CreditWatch negative removals affected classes that had SROCs at
or over 100% at their current rating level; the upgrade and
CreditWatch negative removal reflect a rebalance of the underlying
portfolio of a transaction, which brought the SROC above 100% at
the higher rating level; and the CreditWatch positive placements
affected classes that had SROCs above 100% at the next higher
rating level.

                            Ratings List

                         ABACUS 2004-2 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B                        BBB+                A-
         C                        BB+                 BBB-

                         ABACUS 2005-2 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-3                      BBB-                BBB
         B                        BB                  BB+
         C                        CCC+                B+
         D                        CCC                 B-

                          ABACUS 2005-3 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         C                        AA-/Watch Neg       AA-
         C Series2                AA-/Watch Neg       AA-
         D                        BBB+/Watch Neg      BBB+
         D Series 2               BBB+/Watch Neg      BBB+
         D Series 3               BBB+/Watch Neg      BBB+

ABACUS 2005-4 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         C                        A+/Watch Neg        A+

                         ABACUS 2006-NS1 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         D                        AA-/Watch Neg       AA-
         H                        BBB+/Watch Neg      BBB+

                         ABSpoke 2005-I Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         ABSpoke                  BBB                 BBB+

                         ABSpoke 2005-IVA Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         ABSpoke                  BBB                 BBB+

                          ABSpoke 2005-X Ltd.
                                 2005-X

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         VFRN                     BB-                 BB+

                   Aphex Capital NSCR 2007-4 Ltd.
                                 2007-4

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-2                      AAA/Watch Neg       AAA

                            ARLO VI Ltd.
                              2006-B-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B-1                      A+                  A+/Watch Neg


                            ARLO VI Ltd.
                              2006-C-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         C-2                      BBB+                AA/Watch Neg

                            Cloverie PLC
                               2007-11

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-11                  A+/Watch Pos        A+

                            Cloverie PLC
                               2007-18

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-18                  AAA               AAA/Watch Neg

                            Cloverie PLC
                               2007-19

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-19                  AAA               AAA/Watch Neg

                             Cloverie PLC
                             2007-2, 4, 8

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-2                   AA                AA/Watch Neg

                             Cloverie PLC
                                2007-22

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-22                  AAA               AAA/Watch Neg

                             Cloverie PLC
                                2007-25

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-25                  AA+               AA+/Watch Neg

                            Cloverie PLC
                              2007-27

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A+/Watch Pos        A+

                            Cloverie PLC
                               2007-29

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA                  AA/Watch Neg

                Credit and Repackaged Securities Ltd.
                                 2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BB+              BB+/Watch Neg

                         Credit Default Swap
                               37798402

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AAAsrp         AAAsrp/Watch Neg

                          Credit Default Swap

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Swap                     A-srp/Watch Neg     A-srp

                          Credit Default Swap
                               C1304925M

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Swap                     BBB-srp/Watch Neg   BBB-srp

Credit Default Swap
                                 CA1119131

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche                  A-srb/Watch Neg     A-srb

                  Credit Linked Notes Ltd. 2006-1
                               2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A/Watch Neg         A

                    Crown City CDO 2005-1 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B                        AA/Watch Neg        AA
         C                        A-/Watch Neg        A-

                    Crown City CDO 2005-2 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         C                        BBB+/Watch Neg      BBB+
         D                        BB/Watch Neg        BB
         D-2                      BB/Watch Neg        BB

                          Eirles Two Ltd.
                           242-245 & 247

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Series 242               A                   A+

                             ELM B.V.
                                89

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         SecdCrLkd                BBB               BBB/Watch Neg

                Galena CDO II (Cayman Islands) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1U10                   AAA               AAA/Watch Neg
         A-2U10                   AAA               AAA/Watch Neg

                   Galena CDO II (Ireland) PLC

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1E10                   AAA               AAA/Watch Neg
         A-1J10                   AAA               AAA/Watch Neg
         A-1U10                   AAA               AAA/Watch Neg
         A-1UA10                  AAA               AAA/Watch Neg
         A-2J10                   AAA               AAA/Watch Neg

                          Maple 2004-1789

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche C                AA               AA/Watch Neg
         Tranche D                BBB+             BBB+/Watch Neg
         Tranche E                BBB              BBB/Watch Neg

                          Mint 2005-1 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2B-1                     AAA               AAA/Watch Neg
         2B-2                     AAA               AAA/Watch Neg
         2C-1                     AA                AA/Watch Neg
         2C-2                     AA                AA/Watch Neg
         2C-3                     AA                AA/Watch Neg
         B-1                      AAA               AAA/Watch Neg
         B-2                      AAA               AAA/Watch Neg
         B-3                      AAA               AAA/Watch Neg
         C-1                      AA                AA/Watch Neg
         C-2                      AA                AA/Watch Neg
         C-3                      AA                AA/Watch Neg
         C-4                      AA                AA/Watch Neg

                     Momentum CDO (Europe) Ltd.
                            2007-1 TRIO

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-1                   BB-               BB-/Watch Neg

                      Morgan Stanley ACES SPC
                           Series 2005-10

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         III                      AA                  AA/Watch Neg

                      Morgan Stanley ACES SPC
                           Series 2005-24

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA+               AA+/Watch Neg

                      Morgan Stanley ACES SPC
                              2006-15

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIA                      A+                  A+/Watch Neg
         IIB                      A+                  A+/Watch Neg

                      Morgan Stanley ACES SPC
                              2006-16

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIA                      BBB+             BBB+/Watch Neg

                      Morgan Stanley ACES SPC
                               2006-20

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AA-/Watch Neg       AA-

                      Morgan Stanley ACES SPC
                              2006-37

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       BBB               BBB/Watch Neg
         IB                       BBB               BBB/Watch Neg
         IIIA                     BB                BB/Watch Neg
         IIIB                     BB                BB/Watch Neg

                      Morgan Stanley ACES SPC
                               2006-9

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       A-                  A-/Watch Neg

                      Morgan Stanley ACES SPC
                              2007-14

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         II                       AA/Watch Neg        AA

                      Morgan Stanley ACES SPC
                               2007-25

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AA/Watch Neg        AA

                      Morgan Stanley ACES SPC
                               2007-8

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       A+                  A+/Watch Neg

                  Morgan Stanley Managed ACES SPC
                            Series 2007-5

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIIA                     BBB+/Watch Pos      BBB+
         IIIF                     BBB+/Watch Pos      BBB+
         IIIH                     BBB+/Watch Pos      BBB+
         IIII                     A-                  A-/Watch Neg
         IIIJ                     BBB+/Watch Pos      BBB+

         North Street Referenced Linked Notes, 2005-7 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B-2                      CCC+                B-

                          PARCS Master Trust
                             2006-6 SAVOY

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         TrustUnits               AA-                 A+/Watch Neg

                          PARCS Master Trust
                        2007-11 McKinley units

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               A+/Watch Neg        A+

                          PARCS Master Trust
                                2007-25

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               AAA/Watch Neg       AAA

                         PARCS Master Trust
                           2007-4 CALVADOS

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               A-/Watch Neg        A-

                         PARCS Master Trust
                               2007-8

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               AA/Watch Neg        AA

                 Primus Managed PRISMs 2004-1 Ltd.
                              2004-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B-1L                     BBB               BBB/Watch Neg

                              REVE SPC
                                 45

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A-/Watch Neg        A-

                              REVE SPC
                                 60

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA               AAA/Watch Neg

                             REVE SPC
                             2007-47

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Series 47                BBB/Watch Neg       BBB


                     Rutland Rated Investments
                         Bedford 2006-1 (30)

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A2-F                     A-/Watch Neg        A-
         A3-F                     BBB+/Watch Neg      BBB+
         A3-L                     BBB+/Watch Neg      BBB+

          Series 2006-1 Segregated Portfolio of Greystone

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1                      AA-               AA-/Watch Neg
         A-2                      AA-               AA-/Watch Neg

            STEERS Thayer Gate CDO Trust Series 2006-6
                               2006-6

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               BB+/Watch Neg       BB+

            STEERS Thayer Gate CDO Trust Series 2006-7
                             2006-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               BBB+/Watch Neg      BBB+

            STEERS Thayer Gate CDO Trust Series 2006-8
                              2006-8

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               BBB+/Watch Neg      BBB+

                       STRATA 2006-33 Ltd.
                             2006-33

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA-/Watch Neg       AA-

                    STRATA Trust Series 2006-15
                              2006-15

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                       Strata Trust Series 27
                               2006-27

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A+/Watch Neg        A+

    TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                              2007-11

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certs                    AAA               AAA/Watch Neg

    TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                          Series 2007-12

                                          Rating
         Class                    To                  From
         Certs                    AAA               AAA/Watch Neg

    TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                               2007-6

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certs                    AA                AA/Watch Neg

          TIERS Georgia Credit Linked Trust Series 2007-21
                               2007-21

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        BBB+             BBB+/Watch Neg
         B                        BBB+             BBB+/Watch Neg

   TIERS Georgia Floating Rate Credit Linked Trust Series 2006-1
                              2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certs                    BB                  BB/Watch Neg

   TIERS Hawaii Floating Rate Credit Linked Trust Series 2007-22
                              2007-22

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  -----
         Certs                    BBB               BBB/Watch Neg

   TIERS Montana Floating Rate Credit Linked Trust Series 2007-3
                               2007-3

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certificat               BBB+             BBB+/Watch Neg

   Tiers Wolcott Synthetic CDO Floating Rate Credit Linked
Trust           
                            Series 2007-28
                               2007-28

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certificat               A/Watch Pos         A

   Tiers Wolcott Synthetic CDO Floating Rate Credit Linked
Trust            
                          Series 2007-29
                              2007-29

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certificat               A                  A/Watch Neg

                           Tribune Ltd.
                                18

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche D1               AA-               AA-/Watch Neg

                           Tribune Ltd.
                                19

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche D2               BBB+             BBB+/Watch Neg

                            Tribune Ltd.
                                 42

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche A                A/Watch Neg         A

                            Tribune Ltd.
                                 45

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche                  AAA/Watch Neg       AAA

                            Tribune Ltd.
                             Series 47

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA-/Watch Neg       AA-

                            Tribune Ltd.
                                 50

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AAA               AAA/Watch Neg

                            Tribune Ltd.
                                 51

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA                 AA/Watch Neg

                       True North (CDO) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AAA              AAA/Watch Neg


* S&P Lowers Ratings on 77 Tranches from 23 Cash Flow & Hybrid CDO
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
tranches from 23 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 60 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed two ratings from two transactions and removed them
from CreditWatch with negative implications.  The ratings on 16 of
the downgraded tranches remain on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch negative, or have
significant exposure to assets rated in the 'CCC' category.
     
The 77 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $16.143 billion.  Four of the 23 affected
transactions are high-grade structured finance CDOs of asset-
backed securities, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of residential
mortgage-backed securities and other SF securities.  Fifteen of
the 23 transactions are mezzanine SF CDOs of ABS, which are
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.  Three of the 23 transactions are CDOs of
CDOs that were collateralized at origination primarily by notes
from other CDOs, as well as by tranches from RMBS and other SF
transactions.  The other transaction is a retranching of other CDO
tranches.  The CDO downgrades reflect a number of factors,
including credit deterioration and recent negative rating actions
on U.S. subprime RMBS securities.
     
At the same time, S&P lowered its ratings on five tranches from
five U.S. synthetic CDO transactions.  The rating on one of the
downgraded tranches remains on CreditWatch negative.  The five
downgraded U.S. synthetic CDO tranches have a total issuance
amount of $192 million.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,427 tranches from 817 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 1,182 ratings from 345 transactions
are currently on CreditWatch negative for the same reasons.  In
all, S&P have downgraded $375.694 billion of CDO issuance.  
Additionally, S&P's ratings on $12.035 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     


                          Rating Actions

                                               Rating
  Transaction                Class   To             From
  -----------                -----   --             ----
ACA ABS 2006-1 Ltd.          A-1LA   CCC-/Watch Neg BB/Watch Neg
ACA ABS 2006-1 Ltd.          A-1LB   CC             B-/Watch Neg   
ACA ABS 2006-1 Ltd.          A-2L    CC             CCC-/Watch Neg
AMPSS 2007-4 SPC
I Segregated Portfolio      Notes   CC             CCC-/Watch Neg   
AMPSS 2007-4 SPC
II Segregated Portfolio     Notes   CC             CCC-/Watch Neg   
AMPSS 2007-4 SPC
III Segregated Portfolio    Notes   CC             CCC-/Watch Neg   
AMPSS 2007-4 SPC
IV Segregated Portfolio     Notes   CC             CCC-/Watch Neg   
Cetus ABS CDO 2006-3 Ltd.    A-1A    CC             BB-/Watch Neg  
Cetus ABS CDO 2006-3 Ltd.    A-1B    CC             CCC/Watch Neg  
Cetus ABS CDO 2006-3 Ltd.    S       CC             BBB/Watch Neg  
Cetus ABS CDO 2006-3 Ltd.    A-2     CC             CCC-/Watch Neg   
Class V Funding III Ltd.     S       CCC-/Watch Neg BB+/Watch Neg  
Class V Funding III Ltd.     A-1     CC             CCC-/Watch Neg  
Class V Funding Ltd.         A2      BB/Watch Neg   AA-/Watch Neg  
Class V Funding Ltd.         B       CCC/Watch Neg  BBB-/Watch Neg   
Class V Funding Ltd.         C       CC             BB-/Watch Neg  
Costa Bella CDO Ltd.         A1A     CCC-/Watch Neg BB-/Watch Neg   
Costa Bella CDO Ltd.         A2      CC             CCC+/Watch Neg   
Costa Bella CDO Ltd.         B       CC             CCC-/Watch Neg   
Costa Bella CDO Ltd.         C       CC             CCC-/Watch Neg   
Fort Denison Funding Ltd.    A-1     CCC/Watch Neg  BB-/Watch Neg  
Fort Denison Funding Ltd.    A-2a    CC             CCC/Watch Neg  
Fort Denison Funding Ltd.    A-2b    CC             CCC/Watch Neg  
Glacier Funding CDO IV Ltd.  A-1     CCC/Watch Neg  A/Watch Neg    
Glacier Funding CDO IV Ltd.  A-2     CC             BBB-/Watch Neg   
Glacier Funding CDO IV Ltd.  B       CC             BB/Watch Neg   
Glacier Funding CDO IV Ltd.  C       CC             B/Watch Neg    
Glacier Funding CDO IV Ltd.  D       CC             CCC-/Watch Neg   
Highridge ABS CDO I Ltd.     A-1AD   CC             CCC/Watch Neg  
Highridge ABS CDO I Ltd.     A-1AT   CC             CCC/Watch Neg  
HSPI Diversified CDO Fund I  A-1     CC             BB/Watch Neg   
HSPI Diversified CDO Fund I  A-2     CC             B-/Watch Neg   
HSPI Diversified CDO Fund I  A-3     CC             CCC-/Watch Neg   
Ivy Lane CDO Ltd.            A-1     CCC-           BBB-/Watch Neg   
Ivy Lane CDO Ltd.            A-2     CC             BB-/Watch Neg  
Ivy Lane CDO Ltd.            A-3     CC             CCC+/Watch Neg   
Kleros Preferred Funding IX  A-1     BB             AA-/Watch Neg  
Kleros Preferred Funding IX  A-2     CC             B+/Watch Neg   
Kleros Preferred Funding IX  A-3     CC             CCC+/Watch Neg   
Kleros Preferred Funding IX  B       CC             CCC/Watch Neg  
Kleros Real Estate CDO I Ltd A-2     CC             CCC+/Watch Neg   
Kleros Real Estate CDO I Ltd B       CC             CCC/Watch Neg  
Kleros Real Estate CDO I Ltd A-1B    CCC-/Watch Neg B/Watch Neg    
Maxim High Grade CDO II Ltd  A-1     CCC/Watch Neg  B+/Watch Neg   
Maxim High Grade CDO II Ltd  A-2     CC             CCC/Watch Neg  
Maxim High Grade CDO II Ltd  A-3     CC             CCC/Watch Neg  
Mayflower CDO I Ltd.         X       BB/Watch Neg   AA/Watch Neg   
Mayflower CDO I Ltd.         A-1LA   CCC/Watch Neg  BBB/Watch Neg  
Mayflower CDO I Ltd.         A-1IB   CC             BB-/Watch Neg  
Mayflower CDO I Ltd.         A-2L    CC             CCC+/Watch Neg   
Mayflower CDO I Ltd.         A-3L    CC             CCC-/Watch Neg   
MKP Vela CBO Ltd.          Super Sr  CC             B/Watch Neg    
MKP Vela CBO Ltd.            A       CC             CCC-/Watch Neg   
Momentum CDO (Europe)
Series 2007-6             SecNotes  CC             BBB            
NovaStar ABS CDO I Ltd.      A-1     CC             BB-/Watch Neg  
NovaStar ABS CDO I Ltd.      A-2     CC             B/Watch Neg    
NovaStar ABS CDO I Ltd.      B       CC             CCC+/Watch Neg   
NovaStar ABS CDO I Ltd.      C       CC             CCC/Watch Neg  
Plettenberg Bay CDO Ltd.     S       CCC-/Watch Neg BB-/Watch Neg  
Plettenberg Bay CDO Ltd.     A-1     CC             CCC+/Watch Neg   
Plettenberg Bay CDO Ltd.     A-2     CC             CCC-/Watch Neg   
Pyxis ABS CDO 2007-1 Ltd.    A-1     CCC-/Watch Neg BB-/Watch Neg  
Pyxis ABS CDO 2007-1 Ltd.    S       CC             CCC+/Watch Neg   
Pyxis ABS CDO 2007-1 Ltd.    A-2     CC             CCC+/Watch Neg   
Pyxis ABS CDO 2007-1 Ltd.    B       CC             CCC-/Watch Neg   
Stockton CDO Ltd.            A-1     CCC-           B+/Watch Neg   
Stockton CDO Ltd.            A-2     CC             B-/Watch Neg   
Stockton CDO Ltd.            A-3     CC             CCC+/Watch Neg   
Stockton CDO Ltd.            B       CC             CCC/Watch Neg  
TABS 2005-3 Ltd.             A-1     CC             BB/Watch Neg   
TABS 2005-3 Ltd.             A-2     CC             B/Watch Neg    
TABS 2005-3 Ltd.             B       CC             CCC/Watch Neg  
Tazlina Funding CDO I Ltd.   A-1     B-/Watch Neg   BBB+/Watch Neg   
Tazlina Funding CDO I Ltd.   A-2     CCC-/Watch Neg BB+/Watch Neg  
Tazlina Funding CDO I Ltd.   B       CC             BB/Watch Neg   
Tazlina Funding CDO I Ltd.   C       CC             BB-/Watch Neg  
Tazlina Funding CDO I Ltd.   D       CC             CCC+/Watch Neg   
Topanga CDO II Ltd.          S       CCC/Watch Neg  BB             
Topanga CDO II Ltd.          A-1     CC             B/Watch Neg    
Topanga CDO II Ltd.          A-2     CC             B-/Watch Neg   
Topanga CDO II Ltd.          B       CC             CCC/Watch Neg  
Tribune Ltd. - Series 31     Tranche CCC-/Watch Neg BBB+/Watch Neg   

      Ratings Affirmed and Removed from Creditwatch Negative

                                             Rating
                                             ------
  Transaction                    Class     To       From
  -----------                    -----     --       ----
  Ivy Lane CDO Ltd.              S         BBB+     BBB+/Watch Neg
  Maxim High Grade CDO II Ltd.   Notes     AAA      AAA/Watch Neg


* Standard & Poor's Reports Changes to MidCap, SmallCap Indices
---------------------------------------------------------------
Standard & Poor's will make the these changes to the S&P MidCap
400 and S&P SmallCap 600 indices on dates to be disclosed:

   -- S&P SmallCap 600 constituent Patriot Coal Corp. will replace
      CBRL Group Inc. in the S&P MidCap 400, and CBRL will replace
      Patriot Coal in the S&P SmallCap 600. Patriot Coal is in the
      process of acquiring privately-held Magnum Coal Co. for
      stock in a transaction that will substantially increase its
      market capitalization.  CBRL's profitability and market
      value make it an appropriate addition to the S&P SmallCap
      600.

   -- Eclipsys Corp. will replace W-H Energy Services Inc. in the
      S&P SmallCap 600. W-H Energy is being acquired by S&P 500
      constituent Smith International Inc. in a deal that is still
      pending final approvals.

Standard & Poor's will monitor these transactions, and post any
relevant updates on its website.

Patriot Coal produces and sells coal.  Headquartered in St. Louis,
Missouri, the company will be added to the S&P MidCap 400 GICS or
Global Industry Classification Standard Coal & Consumable Fuels
Sub-Industry index.

CBRL operates Cracker Barrel Old Country Store restaurants and
gift shops located in 41 states.  Headquartered in Lebanon,
Tennesee, the company will be added to the S&P SmallCap 600 GICS
Restaurants Sub-Industry index.

Eclipsys provides advanced clinical, financial and management
information software and service solutions to health care
facilities. Headquartered in Atlanta, GA, the company will be
added to the S&P SmallCap 600 GICS Health Care Technology Sub-
Industry index.

              About Standard & Poor's Index Services

Standard & Poor's Index Services is an index provider that
maintains a variety of investable and benchmark indices to meet an
array of investor needs.  Its family of indices includes the S&P
500, an index with $1.5 trillion invested and $4.85 trillion
benchmarked, and the S&P Global 1200, a composite index comprised
of seven regional and country headline indices.

                      About Standard & Poor's

Standard & Poor's -- http://www.standardandpoors.com/-- a  
division of The McGraw-Hill Companies (NYSE: MHP), is the provider
of financial market intelligence, including independent credit
ratings, indices, risk evaluation, investment research and data.
With approximately 8,500 employees, including wholly owned
affiliates, located in 21 countries.  Standard & Poor's is a part
of the world's financial infrastructure and has played a role for
more than 140 years in providing investors with the independent
benchmarks they need to feel more confident about their investment
and financial decisions.


* S&P Says Warehouse Lines of Credit Carry Substantial Market Risk
------------------------------------------------------------------
The warehouse lines of credit that many U.S. finance companies
rely on to fund assets in the short term carry a substantial
amount of market risk, said a report released by Standard & Poor's
Ratings Services titled, "Finance Companies Get Tangled Up In
Warehouse Lines."
     
The credit risk inherent in these lines becomes most apparent in
difficult operating environments when asset prices are hard to
determine with any degree of certainty.  The recent spate of
bankruptcies among finance companies that rely on secured funding
confirms the difficulties they often have in relying on these
funding sources.
      
"As finance companies rely heavily on warehouse lines and other
sources of secured financing in the future, these lines will
continue to be a limiting ratings factor for finance companies.  
This will apply during times of market stress as well as during
operating environments that are more supportive.  As we rate
through credit cycles we will take into account the ease with
which this type of funding can disappear once credit tightens,"
said Standard & Poor's credit analyst Adom Rosengarten.


* Utah Bankruptcy Filing Rate Nearly Doubles Last Year's
--------------------------------------------------------
The State of Utah experienced a 42% climb in bankruptcy filings in
the first half of 2008, the Associated Press reports.

There were 4,216 individuals and business that filed for Chapter
11 protection from January to June 2008, compared to 2,970 filings
in the same prior-year period.  David Sime, a clerk for the U.S.
Bankruptcy Court for the District of Utah, expects bankruptcies in
the area to continue rising, the AP relates.

"The overall trend of rising bankruptcies reflects the growing
financial strain felt by U.S. households burdened by high debt,
rising mortgage costs and falling home values," American
Bankruptcy Institute's Sam Gerdano said in a statement.

According to Mr. Sime, a little over half of Utahns who filed for
bankruptcy sought to liquidate their assets through proceedings
under Chapter 7, while the rest reorganized under Chapter 13,
reports The Salt Lake Tribune.


* William Cullen and Janet Barbiere Join Kaye Scholer-New York
--------------------------------------------------------------
William J. "Butch" Cullen and Janet A. Barbiere have joined Kaye
Scholer LLP's Corporate & Finance Department, as partners in its
New York office.

Mr. Cullen and Ms. Barbiere concentrate their practice in
securities and corporate finance, with an emphasis on commercial
mortgage backed securities and structured finance, including
securitizations, secondary market transactions, real estate
syndications and the purchase, sale and workout of commercial real
estate debt.

"We are thrilled that [Mr. Cullen] and [Ms. Barbiere] will be
joining us," Steve Gliatta, co-chair of the Kaye Scholer's Real
Estate Practice Group and a member of the firm's executive
committee stated.  "Kaye Scholer remains committed to the
structured finance market and the addition of Butch and Janet will
compliment our well-recognized real estate capital markets debt
origination team.  As a result, we believe that Kaye Scholer now
has the premier full-service real estate capital markets platform
in the United States."

"[Mr. Cullen] and [Ms. Barbiere] are a tremendous addition to our
firm," Margot Schonholtz, co-chair of Kaye Scholer's Business
Reorganization and Creditors' Rights Practice Group, added.  "They
will significantly enhance our ability to serve our clients'
needs, particularly in light of their expertise with a vast array
of structured vehicles.  These are the very products that are at
the core of many of the restructuring and recapitalization
transactions that have arisen as a result of the unprecedented
disruption in the global financial markets."

"[Mr. Cullen] and [Ms. Barbiere] will add considerable strength to
our well-established Structured Finance Practice, particularly in
the area of public and private term securitization transactions,
as well as restructurings of structured investment vehicles which
have high concentrations of mortgage-backed securities," Henry
Morriello, co-chair of the firm's Structured Finance Practice
Group, added.

"Kaye Scholer's existing and highly regarded real estate debt
origination, bankruptcy and reorganization and structured finance
groups are a perfect fit for our practice and experience," said
Mr. Cullen and Ms. Barbiere.  "We are excited to be joining the
firm and look forward to providing clients with the full
complement of services for financial institutions offered at Kaye
Scholer."

Mr. Cullen received a B.A., summa cum laude, from Colgate
University in 1982 and a J.D. from the University of Pennsylvania
Law School in 1985.  Ms. Barbiere received a B.A. from Brooklyn
College in 1975, a M.A. from Columbia University, magna cum laude,
in 1976 and a J.D. from Fordham University School of Law in 1983.
Mr. Cullen and Ms. Barbiere join Kaye Scholer from Thacher
Proffitt & Wood LLP, where they were partners in the firm's
Structured Finance Practice Group.

                      About Kaye Scholer LLP

headquartered in New York City, Kaye Scholer LLP --
http://www.kayescholer.com/-- is a full-service international law  
firm.  Kaye Scholer has offices in Chicago, Frankfurt, London, Los
Angeles, New York, Shanghai, Washington, DC, and West Palm Beach.  
Founded in New York City in 1917, Kaye Scholer includes more than
500 lawyers and represents public and private companies,
governmental entities, financial institutions, and other
organizations in matters around the world.

Kaye Scholer's Structured Finance Practice Group brings together a
team of financing lawyers with experience not only in asset
securitization transactions, but also in the related fields of
tax, public offerings, regulatory matters, real estate and certain
specialized industries.  The Group represents many commercial
banks, both US and international, well as investment banks,
finance companies and corporations, in all aspects of
securitization, including structuring and documenting
transactions, forming multi-seller conduits and special purpose
vehicles, obtaining ratings, representing providers of liquidity
and credit enhancement, and representing issuers, trustees,
underwriters and investors.  The Group's work includes
transactions in the United States, well as cross-border and
international transactions.

Kaye Scholer's Real Estate Practice Group has extensive experience
in representing a number of the largest investment banks in the
origination of commercial mortgage loans through conduit entities
for securitization as well as institutional lenders in all types
of real estate financing transactions, including acquisition
financings, permanent financings, mezzanine loans/preferred equity
investments, bridge to perm loans and construction lending
transactions.  In addition, the Group has experience in combining
all types of hedging products with real estate financing
transactions.

In addition, the firm's Business Reorganization and Creditors'
Rights Practice Group handles distressed structured product
matters arising from the unprecedented dislocation of the
financial markets.  The Group represents several financial
institutions, working with them to develop and implement
strategies that deal with the restructuring, recapitalization or
liquidation of numerous types of structured products.  The Group
also advises many of these financial institutions in connection
with potential claims against monoline insurers involved with
distressed structured products transactions.  In addition to its
work with distressed structured products, the Group has been
involved with a significant number of mortgage-related insolvency
proceedings and restructurings, advising creditors on the exercise
of their remedies both in and out of court, working with
repurchase participants to maximize returns and addressing
servicer and other matters relating to purchased and financed
assets.


* Rutter Hobbs Welcomes Paul N. Tauger and Benjamin M. Alexander
----------------------------------------------------------------
Rutter Hobbs & Davidoff Incorporated disclosed the addition of
lawyers Paul N. Tauger and Benjamin M. Alexander.  Mr. Tauger
worked with Bryan Cave LLP, while Mr. Alexander joins Rutter Hobbs
& Davidoff from Richardson & Patel LLP after serving as vice
president and general counsel of Nestor Inc. and its subsidiaries.

Mr. Tauger will play a role in Rutter Hobbs & Davidoff's
intellectual property practice group well as its litigation
practice, and will support the firm's goal to further support
clients within the interactive entertainment industry.  
Mr. Alexander brings over 15 years of experience to Rutter Hobbs &
Davidoff's corporate and securities practice group, and will focus
on corporate finance and securities law.  Drawing from his
experience in mergers and acquisitions and corporate governance,
Mr. Alexander will also enhance the firm's client services in
these areas while also utilizing his work with public micro-cap
companies.

"We are very pleased to welcome [Messrs.] Tauger and Alexander to
our team," Brian L. Davidoff, managing director, Rutter Hobbs,
said.  "Their experience and knowledge will greatly support the
growth of our firm and enhance the service offerings to our
expanding client base.  We're looking forward to expanding our
service offerings to the intellectual property needs of the video
game industry, well as the growing need for expertise catered to
micro-cap public companies."

Before attending Loyola Law School of Los Angeles, Mr. Tauger
received a bachelor's degree from the University of Massachusetts
and a master's degree from the University of North Carolina.  
Prior to joining Rutter Hobbs & Davidoff, Mr. Tauger was an lawyer
with Bryan Cave LLP specializing in intellectual property and
licensing with a client base of computer game developers, software
developers and distributors, and product manufacturers.  Named as
one of the Top Bay Areas for intellectual property litigation by
Bay Area  Magazine, Mr. Tauger is frequently invited to speak at
computer gaming industry events and share his legal expertise on
issues of law facing game developers such as intellectual property
and government regulation.

Mr. Alexander received his law degree from the University of
Pennsylvania Law School after earning his bachelor's degree from
Marymount University.  Prior to his role as general counsel for
Nestor Inc., where he honed his expertise in securities law,
corporate governance and corporate counseling, he was partner of
Wilmer Cutler Pickering Hale & Dorr, resident in its Boston
office.  Prior to law school, Mr. Alexander worked as a systems
engineer specializing in digital design and systems integration.

            About Rutter Hobbs & Davidoff Incorporated

Century City-based law firm Rutter Hobbs & Davidoff Incorporated
-- http://www.rutterhobbs.com/-- represents clients in matters  
involving bankruptcy, reorganization and capital recovery;
business litigation and dispute resolution; corporate and
securities; estate planning and trust litigation; family law;
intellectual property, advertising and promotions; Internet and
new media; labor and employment; and real estate. For more than
one-third of a century, the firm has represented middle market
companies, early stage entities, large corporations and
individuals; offering clients thoughtful, focused legal counsel
from senior lawyers at competitive rates.


* Polsinelli Shalton and Shughart Thomson Mulls Merger
------------------------------------------------------
The boards of directors of Kansas City-headquartered law firms
Polsinelli Shalton Flanigan Suelthaus, a Professional Corporation,
and Shughart Thomson & Kilroy, P.C., have agreed to explore a
possible merger of the two firms.

The CEOs of the two firms said that while the due diligence
process has only just begun, they are encouraged by the potential
synergies between the two firms.

"At the outset, we're looking closely at whether the additional
depth of expertise and the geographic reach created by a strategic
combination of our two firms would bring increased value to our
clients and to our firm," said W. Russell Welsh, Polsinelli's
chairman and chief executive officer.  "The Shughart Thomson &
Kilroy firm and its trial practice are among the most respected in
the region.  We have great admiration for the firm, its attorneys
and their expertise."

Jack Kilroy, president and CEO of Shughart Thomson & Kilroy, said
in addition to Polsinelli's respected business legal practice,
Polsinelli is recognized for its innovation and community
involvement.

"Shughart Thomson & Kilroy is one of the sponsors of the annual
Champions of Business award honoring Kansas City's best
businesses," Mr. Kilroy noted.  "It hasn't escaped our notice that
Polsinelli has been honored both years of the competition,
continually demonstrating it is an outstanding law firm.  We look
forward to exploring with our friends at Polsinelli the areas of
synergistic value to our collective clients and to the communities
where we do business."

The two firms have not announced a timetable for the due diligence
process, and will have no further comment on the discussions until
such time as it is appropriate to share the outcome.

                     About Polsinelli Shalton

With more than 300 attorneys, Polsinelli Shalton Flanigan
Suelthaus PC -- http://www.polsinelli.com/-- is a Midwest-based  
law firm with a national reach, and is a recognized leader in the
areas of financial services, real estate, business law,
litigation, life sciences and health care.  The firm, which the
National Law Journal ranked as No. 145 among the nation's top 250
law firms in 2007, provides legal services on a national scale for
Fortune 500 companies, investment banks and financial
institutions, and on a Midwest regional basis to entrepreneurs,
large nonprofit organizations and health care organizations.  
Polsinelli has offices in Kansas City, St. Louis, Chicago, New
York, Washington, D.C., Wilmington, Del., Overland Park and
Topeka, Kan., and Edwardsville, Ill.

                      About Shughart Thomson

Founded in 1940, the Kansas City-headquartered law firm of
Shughart Thomson & Kilroy, P.C. -- http://www.stklaw.com/-- is a  
full-service, client-focused business law firm with more than 180
attorneys.  The firm, which the National Law Journal ranked No.
249 among the nation's 250 law firms, provides its clients a full
array of business and litigation services.  Serving corporate,
institutional and individual clients regionally, nationally and
worldwide, Shughart Thomson & Kilroy is known for successfully
applying forward-thinking strategies for both straightforward and
complex legal matters.  The firm has six offices: Kansas City,
Springfield and St. Joseph, Missouri; Overland Park, Kansas;
Phoenix, Arizona; and Denver, Colorado.


* Crowell & Moring Adds Three Partners to New York Office
---------------------------------------------------------
Crowell & Moring LLP's booming New York office has gained three
financial services and bankruptcy attorneys. Led by partner
Michael V. Blumenthal, the former national chair of the Business
Reorganization and Creditors' Rights Group at Thelen Reid Brown
Raysman & Steiner LLP, the additions deepen the firm's ability to
handle the full range of debt restructuring and corporate
reorganization matters.  The new hires include counsels Bruce J.
Zabarauskas, who also joins from Thelen, as well as Steven Eichel,
who joins from Skadden, Arps, Slate, Meagher & Flom LLP.

The move of three attorneys to Crowell & Moring's Financial
Services Group points to the significant growth in the practice,
which is among the fastest growing in the firm.  In recent months,
Crowell & Moring has been involved in some of the nation's leading
bankruptcy and restructuring cases.  In what has been reported as
the largest bankruptcy settlement in U.S. history, Crowell &
Moring represented The Enron Creditors Recovery Corp. in its
litigation against two global financial institutions, and it has
been involved in concerns involving the collapse of hedge fund
giant Amaranth.  Mr. Blumenthal, who serves as national bankruptcy
counsel for NBC/Universal, brings to the team more than 25 years
of experience in handling cases involving Sharon Steel, Frontier
Airlines, K-Mart, Adelphia, and many others on behalf of creditors
and committees.

"The number of nationwide bankruptcy corporate filings doubled
from May to June.  The credit crisis means that our clients will
have an increased need for sophisticated restructuring counsel
over the next several years. Our new bankruptcy attorneys enhance
our ability to meet the full range of client needs on the most
complex matters," said William M. O'Connor, chair of Crowell &
Moring's Financial Services Group.

As a bankruptcy lawyer, Mr. Blumenthal primarily represents
creditors and committees with a special focus in handling large-
scale, national cases. He has extensive experience negotiating and
litigating the issues pertinent to financially troubled
corporations, portfolios, and assets, and is routinely involved in
restructurings, divestitures, and acquisitions.  He has worked on
matters involving the telecommunications, retail, manufacturing,
and information technology industries, and has extensive
experience in real estate finance and representing institutions
and an array of real estate entrepreneurs.  Mr. Blumenthal has led
clients through the full range of workout and reorganization
strategies, including discounted payoffs, foreclosures,
bankruptcies, dispositions, mortgage loans, ownership interests,
and loan participations. He received his J.D. from the University
of Miami School of Law.

"I have worked across the table from Crowell & Moring attorneys
for more than 15 years, and I have seen first-hand that their
client work is driven by a commitment to excellence and
innovation.  Perhaps most compelling for me is the firm's culture
of teamwork and collaboration.  The spirit of partnership is an
ideal closely held here, and I believe both the attorneys and
clients benefit from that approach as it plays out every day,"
said Mr. Blumenthal.

Mr. Zabarauskas' practice focuses on creditor's rights, business
reorganizations, commercial litigation, professional sports
litigation, and commercial real estate foreclosures on behalf of
institutional clients.  His experience extends from bankruptcy and
foreclosures to a variety of commercial litigation in the
professional sports, retail, manufacturing, advertising, printing,
transportation, and information technology industries.  Mr.
Zabarauskas' specific litigation experience includes professional
sports management disputes, collection, fraudulent conveyance,
successor liability, contract, defamation, First Amendment, and
election law actions.  He also has extensive experience
representing a diversity of interests in bankruptcy proceedings.  
Mr. Zabarauskas received his J.D. from New York University School
of Law.

Mr. Eichel focuses his practice on corporate restructuring matters
and received his J.D. cum laude from Boston University School of
Law. He continues to maintain close relationships with his former
team at Skadden, where he gained significant experience in
corporate restructuring representing large corporate debtors in
bankruptcy cases.

                      About Crowell & Moring

Crowell & Moring LLP -- http://www.crowell.com/-- is an  
international law firm with more than 400 lawyers practicing in
litigation, antitrust, government contracts, corporate,
intellectual property and more than 40 other practice areas.  More
than two-thirds of the firm's lawyers regularly litigate disputes
on behalf of domestic and international corporations, start-up
businesses, and individuals.  Crowell & Moring's extensive client
work ranges from advising on one of the world's largest
telecommunications mergers to representing governments and
corporations on international arbitration matters. Based in
Washington, D.C., the firm also has offices in California, London,
and Brussels.

Crowell & Moring's Financial Services Group offers an extensive
scope of services in a variety of areas, including commercial
lending, structured finance, real estate finance, bankruptcy and
creditors' rights, and financial institutions litigation.  The
practice spans a broad range of business sectors, including
aviation, banking, construction, communications, environmental,
health care, insurance, manufacturing, real estate, utilities, and
not-for-profit corporations. The team works closely with the
firm's bankruptcy team, led by Mark D. Plevin.

Since opening in September 2006, the firm's New York office has
grown to 47 lawyers.


* BOND PRICING: For the Week of July 14 to July 18, 2008
--------------------------------------------------------

Issuer                        Coupon   Maturity   Price
------                        ------   --------   -----
ABC RAIL PRODUCT               10.500%  1/15/2004     0
ABC RAIL PRODUCT               10.500%  12/31/2004  100
ADVANTA CAP TR                  8.990%  12/17/2026   60
AIRTRAN HOLDINGS                7.000%  7/1/2023     63
ALERIS INTL INC                10.000%  12/15/2016   73
ALESCO FINANCIAL                7.625%  5/15/2027    55
ALION SCIENCE                  10.250%  2/1/2015     72
ALLEGIANCE TEL                 11.750%  2/15/2008     7
ALLEGIANCE TEL                 12.875%  5/15/2008     7
AM AIRLN EQ TRST               10.680%  3/4/2013     62
AM AIRLN PT TRST                7.377%  5/23/2019    53
AM AIRLN PT TRST                7.379%  5/23/2016    63
AM AIRLN PT TRST                9.730%  9/29/2014    50
AM AIRLN PT TRST               10.180%  1/2/2013     62
AMBAC INC                       5.950%  12/5/2035    40
AMBAC INC                       6.150%  2/7/2087     23
AMBASSADORS INTL                3.750%  4/15/2027    53
AMD                             5.750%  8/15/2012    66
AMD                             6.000%  5/1/2015     57
AMD                             6.000%  5/1/2015     56
AMER & FORGN PWR                5.000%  3/1/2030     50
AMER AXLE & MFG                 5.250%  2/11/2014    66
AMER AXLE & MFG                 7.875%  3/1/2017     68
AMER COLOR GRAPH               10.000%  6/15/2010    35
AMERICREDIT CORP                0.750%  9/15/2011    59
AMERICREDIT CORP                2.125%  9/15/2013    58
AMES TRUE TEMPER               10.000%  7/15/2012    58
AMR CORP                        9.000%  8/1/2012     54
AMR CORP                        9.000%  9/15/2016    59
AMR CORP                        9.750%  8/15/2021    48
AMR CORP                        9.800%  10/1/2021    42
AMR CORP                        9.880%  6/15/2020    54
AMR CORP                       10.000%  4/15/2021    38
AMR CORP                       10.150%  5/15/2020    50
AMR CORP                       10.200%  3/15/2020    54
AMR CORP                       10.420%  3/15/2011    49
AMR CORP                       10.450%  3/10/2011    50
ANTIGENICS                      5.250%  2/1/2025     62
ASHTON WOODS USA                9.500%  10/1/2015    60
ASPECT MEDICAL                  2.500%  6/15/2014    56
ATHEROGENICS INC                1.500%  2/1/2012      5
ATHEROGENICS INC                4.500%  3/1/2011     11
AVENTINE RENEW                 10.000%  4/1/2017     64
BALLY TOTAL FITN               13.000%  7/15/2011    48
BANK NEW ENGLAND                8.750%  4/1/1999      8
BANK NEW ENGLAND                9.500%  2/15/1996    17
BANK NEW ENGLAND                9.875%  9/15/1999     7
BANKUNITED CAP                  3.125%  3/1/2034     41
BBN CORP                        6.000%  4/1/2012      0
BEARINGPOINT INC                3.100%  12/15/2024   30
BEAZER HOMES USA                6.875%  7/15/2015    70
BELL MICROPRODUC                3.750%  3/5/2024     70
BERRY PLASTICS                 10.250%  3/1/2016     65
BON-TON DEPT STR               10.250%  3/15/2014    55
BORDEN INC                      7.875%  2/15/2023    53
BORDEN INC                      8.375%  4/15/2016    45
BORDEN INC                      9.200%  3/15/2021    69
BORLAND SOFTWARE                2.750%  2/15/2012    69
BOWATER INC                     6.500%  6/15/2013    60
BOWATER INC                     9.375%  12/15/2021   64
BOYD GAMING CORP                6.750%  4/15/2014    69
BRODER BROS CO                 11.250%  10/15/2010   70
BUDGET GROUP INC                9.125%  4/1/2006      0
BURLINGTON NORTH                3.200%  1/1/2045     55
CAPITALSOURCE                   3.500%  7/15/2034    70
CCH I LLC                       9.920%  4/1/2014     51
CCH I LLC                      10.000%  5/15/2014    52
CCH I LLC                      11.125%  1/15/2014    62
CD RADIO INC                    8.750%  9/29/2009     5
CELL THERAPEUTIC                5.750%  12/15/2011   21
CHAMPION ENTERPR                2.750%  11/1/2037    51
CHARMING SHOPPES                1.125%  5/1/2014     67
CHARTER COMM HLD               11.125%  1/15/2011    70
CHARTER COMM LP                 5.875%  11/16/2009   64
CHARTER COMM LP                 6.500%  10/1/2027    41
CHENIERE ENERGY                 2.250%  8/1/2012     35
CIT GROUP INC                   5.000%  2/13/2014    68
CIT GROUP INC                   5.000%  2/1/2015     67
CIT GROUP INC                   5.100%  3/15/2015    55
CIT GROUP INC                   5.100%  9/15/2015    55
CIT GROUP INC                   5.125%  9/30/2014    67
CIT GROUP INC                   5.250%  9/15/2014    68
CIT GROUP INC                   5.300%  8/15/2014    61
CIT GROUP INC                   5.400%  1/30/2016    68
CIT GROUP INC                   5.650%  7/15/2014    63
CIT GROUP INC                   5.650%  2/13/2017    69
CIT GROUP INC                   5.700%  12/15/2016   59
CIT GROUP INC                   5.700%  12/15/2016   60
CIT GROUP INC                   5.750%  3/15/2017    68
CIT GROUP INC                   5.800%  12/15/2016   58
CIT GROUP INC                   5.850%  9/15/2016    71
CIT GROUP INC                   5.850%  3/15/2022    56
CIT GROUP INC                   5.900%  3/15/2022    55
CIT GROUP INC                   5.950%  9/15/2016    69
CIT GROUP INC                   5.950%  2/15/2022    65
CIT GROUP INC                   6.000%  11/15/2016   58
CIT GROUP INC                   6.000%  2/15/2022    53
CIT GROUP INC                   6.000%  5/15/2022    54
CIT GROUP INC                   6.000%  4/1/2036     62
CIT GROUP INC                   6.050%  9/15/2016    55
CIT GROUP INC                   6.100%  6/15/2016    60
CIT GROUP INC                   6.100%  3/15/2067    42
CIT GROUP INC                   6.150%  9/15/2021    51
CIT GROUP INC                   6.250%  9/15/2021    52
CIT GROUP INC                   6.250%  11/15/2021   54
CITIZENS UTIL CO                7.050%  10/1/2046    67
CLAIRE'S STORES                 9.250%  6/1/2015     51
CLAIRE'S STORES                 9.625%  6/1/2015     41
CLAIRE'S STORES                10.500%  6/1/2017     39
CLEAR CHANNEL                   4.900%  5/15/2015    54
CLEAR CHANNEL                   5.000%  3/15/2012    67
CLEAR CHANNEL                   5.500%  9/15/2014    56
CLEAR CHANNEL                   5.500%  12/15/2016   54
CLEAR CHANNEL                   5.750%  1/15/2013    65
CLEAR CHANNEL                   6.875%  6/15/2018    56
CLEAR CHANNEL                   7.250%  10/15/2027   52
COGENT COMMUNICA                1.000%  6/15/2027    58
COLLINS & AIKMAN               10.750%  12/31/2011    0
COMERICA CAP TR                 6.576%  2/20/2037    66
COMPLETE MGMT                   8.000%  8/15/2003   100
COMPUCREDIT                     3.625%  5/30/2025    45
COMPUCREDIT                     5.875%  11/30/2035   39
CONSTAR INTL                   11.000%  12/1/2012    54
CONTL AIRLINES                  8.750%  12/1/2011    64
DECODE GENETICS                 3.500%  4/15/2011    32
DELPHI CORP                     6.500%  8/15/2013    18
DELPHI CORP                     8.250%  10/15/2033    1
DELTA AIR LINES                 8.000%  12/1/2015    40
DENDREON CORP                   4.750%  6/15/2014    70
DEX MEDIA INC                   8.000%  11/15/2013   70
DILLARD DEPT STR                7.875%  1/1/2023     70
EPIX MEDICAL INC                3.000%  6/15/2024    61
EQUISTAR CHEMICA                7.550%  2/15/2026    66
EXODUS COMM INC                 4.750%  7/15/2008     0
EXPRESSJET HLDS                 4.250%  8/1/2023     40
FEDDERS NORTH AM                9.875%  3/1/2014      0
FIFTH THIRD BANC                4.500%  6/1/2018     70
FIFTH THIRD CAP                 6.500%  4/15/2037    65
FIN SEC ASSUR                   6.400%  12/15/2066   62
FINLAY FINE JWLY                8.375%  6/1/2012     36
FINOVA GROUP                    7.500%  11/15/2009   11
FIRST DATA CORP                 4.500%  6/15/2010    60
FIRST DATA CORP                 4.700%  8/1/2013     45
FIRST DATA CORP                 4.850%  10/1/2014    47
FIRST DATA CORP                 4.950%  6/15/2015    42
FIRST DATA CORP                 5.625%  11/1/2011    53
FIVE STAR QUALIT                3.750%  10/15/2026   65
FIVE STAR QUALIT                3.750%  10/15/2026   65
FORD HOLDINGS                   9.300%  3/1/2030     55
FORD HOLDINGS                   9.375%  3/1/2020     59
FORD MOTOR CO                   6.375%  2/1/2029     52
FORD MOTOR CO                   6.500%  8/1/2018     57
FORD MOTOR CO                   6.625%  2/15/2028    45
FORD MOTOR CO                   6.625%  10/1/2028    46
FORD MOTOR CO                   7.125%  11/15/2025   46
FORD MOTOR CO                   7.400%  11/1/2046    50
FORD MOTOR CO                   7.450%  7/16/2031    56
FORD MOTOR CO                   7.500%  8/1/2026     47
FORD MOTOR CO                   7.700%  5/15/2097    49
FORD MOTOR CO                   7.750%  6/15/2043    48
FORD MOTOR CO                   8.875%  1/15/2022    52
FORD MOTOR CO                   8.900%  1/15/2032    54
FORD MOTOR CO                   9.215%  9/15/2021    59
FORD MOTOR CO                   9.950%  2/15/2032    58
FORD MOTOR CO                   9.980%  2/15/2047    62
FORD MOTOR CRED                 5.000%  1/20/2011    69
FORD MOTOR CRED                 5.000%  2/22/2011    69
FORD MOTOR CRED                 5.200%  3/21/2011    49
FORD MOTOR CRED                 5.250%  3/21/2011    66
FORD MOTOR CRED                 5.250%  9/20/2011    62
FORD MOTOR CRED                 5.300%  3/21/2011    64
FORD MOTOR CRED                 5.350%  2/22/2011    68
FORD MOTOR CRED                 5.400%  1/20/2011    68
FORD MOTOR CRED                 5.400%  9/20/2011    63
FORD MOTOR CRED                 5.400%  10/20/2011   67
FORD MOTOR CRED                 5.400%  10/20/2011   63
FORD MOTOR CRED                 5.450%  6/21/2010    69
FORD MOTOR CRED                 5.450%  10/20/2011   67
FORD MOTOR CRED                 5.500%  4/20/2011    67
FORD MOTOR CRED                 5.500%  9/20/2011    62
FORD MOTOR CRED                 5.500%  10/20/2011   68
FORD MOTOR CRED                 5.600%  4/20/2011    66
FORD MOTOR CRED                 5.600%  8/22/2011    63
FORD MOTOR CRED                 5.600%  9/20/2011    68
FORD MOTOR CRED                 5.600%  11/21/2011   68
FORD MOTOR CRED                 5.600%  11/21/2011   62
FORD MOTOR CRED                 5.650%  7/20/2011    64
FORD MOTOR CRED                 5.650%  11/21/2011   68
FORD MOTOR CRED                 5.650%  1/21/2014    55
FORD MOTOR CRED                 5.700%  3/22/2010    70
FORD MOTOR CRED                 5.700%  5/20/2011    69
FORD MOTOR CRED                 5.700%  12/20/2011   63
FORD MOTOR CRED                 5.750%  8/22/2011    66
FORD MOTOR CRED                 5.750%  2/21/2012    66
FORD MOTOR CRED                 5.750%  1/21/2014    50
FORD MOTOR CRED                 5.750%  2/20/2014    50
FORD MOTOR CRED                 5.750%  2/20/2014    56
FORD MOTOR CRED                 5.800%  8/22/2011    65
FORD MOTOR CRED                 5.850%  7/20/2011    66
FORD MOTOR CRED                 5.850%  1/20/2012    68
FORD MOTOR CRED                 5.900%  2/21/2012    59
FORD MOTOR CRED                 5.900%  2/20/2014    53
FORD MOTOR CRED                 6.000%  1/20/2012    63
FORD MOTOR CRED                 6.000%  1/21/2014    58
FORD MOTOR CRED                 6.000%  3/20/2014    54
FORD MOTOR CRED                 6.000%  3/20/2014    53
FORD MOTOR CRED                 6.000%  3/20/2014    55
FORD MOTOR CRED                 6.000%  3/20/2014    53
FORD MOTOR CRED                 6.000%  11/20/2014   50
FORD MOTOR CRED                 6.000%  11/20/2014   52
FORD MOTOR CRED                 6.000%  11/20/2014   50
FORD MOTOR CRED                 6.000%  1/20/2015    53
FORD MOTOR CRED                 6.000%  2/20/2015    57
FORD MOTOR CRED                 6.050%  2/20/2014    50
FORD MOTOR CRED                 6.050%  3/20/2014    55
FORD MOTOR CRED                 6.050%  4/21/2014    55
FORD MOTOR CRED                 6.050%  12/22/2014   53
FORD MOTOR CRED                 6.050%  12/22/2014   59
FORD MOTOR CRED                 6.050%  2/20/2015    47
FORD MOTOR CRED                 6.100%  6/20/2011    70
FORD MOTOR CRED                 6.100%  2/20/2015    51
FORD MOTOR CRED                 6.150%  12/22/2014   49
FORD MOTOR CRED                 6.150%  1/20/2015    56
FORD MOTOR CRED                 6.200%  5/20/2011    69
FORD MOTOR CRED                 6.200%  6/20/2011    66
FORD MOTOR CRED                 6.200%  4/21/2014    58
FORD MOTOR CRED                 6.200%  3/20/2015    50
FORD MOTOR CRED                 6.250%  6/20/2011    69
FORD MOTOR CRED                 6.250%  6/20/2011    65
FORD MOTOR CRED                 6.250%  2/21/2012    64
FORD MOTOR CRED                 6.250%  12/20/2013   51
FORD MOTOR CRED                 6.250%  12/20/2013    6
FORD MOTOR CRED                 6.250%  4/21/2014    60
FORD MOTOR CRED                 6.250%  1/20/2015    53
FORD MOTOR CRED                 6.250%  3/20/2015    53
FORD MOTOR CRED                 6.300%  5/20/2014    54
FORD MOTOR CRED                 6.300%  5/20/2014    60
FORD MOTOR CRED                 6.350%  4/21/2014    57
FORD MOTOR CRED                 6.500%  12/20/2013   55
FORD MOTOR CRED                 6.500%  2/20/2015    58
FORD MOTOR CRED                 6.500%  3/20/2015    50
FORD MOTOR CRED                 6.520%  3/10/2013    58
FORD MOTOR CRED                 6.550%  12/20/2013   59
FORD MOTOR CRED                 6.550%  7/21/2014    54
FORD MOTOR CRED                 6.600%  10/21/2013   56
FORD MOTOR CRED                 6.650%  10/21/2013   60
FORD MOTOR CRED                 6.650%  6/20/2014    54
FORD MOTOR CRED                 6.750%  10/21/2013   58
FORD MOTOR CRED                 6.750%  6/20/2014    54
FORD MOTOR CRED                 6.800%  6/20/2014    55
FORD MOTOR CRED                 6.800%  6/20/2014    53
FORD MOTOR CRED                 6.800%  3/20/2015    51
FORD MOTOR CRED                 6.850%  9/20/2013    62
FORD MOTOR CRED                 6.850%  5/20/2014    55
FORD MOTOR CRED                 6.850%  6/20/2014    54
FORD MOTOR CRED                 6.950%  5/20/2014    55
FORD MOTOR CRED                 7.000%  11/26/2011   67
FORD MOTOR CRED                 7.000%  8/15/2012    60
FORD MOTOR CRED                 7.050%  9/20/2013    59
FORD MOTOR CRED                 7.100%  9/20/2013    59
FORD MOTOR CRED                 7.100%  9/20/2013    60
FORD MOTOR CRED                 7.250%  7/20/2017    58
FORD MOTOR CRED                 7.250%  7/20/2017    70
FORD MOTOR CRED                 7.300%  4/20/2015    51
FORD MOTOR CRED                 7.350%  5/15/2012    65
FORD MOTOR CRED                 7.350%  9/15/2015    59
FORD MOTOR CRED                 7.400%  8/21/2017    59
FORD MOTOR CRED                 7.500%  8/20/2032    67
FORD MOTOR CRED                 7.900%  5/18/2015    62
FRANKLIN BANK                   4.000%  5/1/2027     28
FREMONT GEN CORP                7.875%  3/17/2009    50
FRONTIER AIRLINE                5.000%  12/15/2025   29
GENERAL MOTORS                  6.750%  5/1/2028     48
GENERAL MOTORS                  7.125%  7/15/2013    60
GENERAL MOTORS                  7.200%  1/15/2011    73
GENERAL MOTORS                  7.375%  5/23/2048    48
GENERAL MOTORS                  7.400%  9/1/2025     49
GENERAL MOTORS                  7.700%  4/15/2016    56
GENERAL MOTORS                  8.100%  6/15/2024    54
GENERAL MOTORS                  8.250%  7/15/2023    56
GENERAL MOTORS                  8.375%  7/15/2033    58
GENERAL MOTORS                  8.800%  3/1/2021     58
GENERAL MOTORS                  9.400%  7/15/2021    60
GENERAL MOTORS                  9.450%  11/1/2011    60
GEORGIA GULF CRP               10.750%  10/15/2016   50
GLOBAL INDUS LTD                2.750%  8/1/2027     69
GLOBALSTAR INC                  5.750%  4/1/2028     54
GMAC                            5.250%  1/15/2014    43
GMAC                            5.350%  1/15/2014    45
GMAC                            5.700%  6/15/2013    44
GMAC                            5.700%  10/15/2013   45
GMAC                            5.700%  12/15/2013   46
GMAC                            5.750%  1/15/2014    47
GMAC                            5.850%  5/15/2013    55
GMAC                            5.850%  6/15/2013    41
GMAC                            5.850%  6/15/2013    51
GMAC                            5.850%  6/15/2013    45
GMAC                            5.900%  12/15/2013   66
GMAC                            5.900%  12/15/2013   48
GMAC                            5.900%  1/15/2019    42
GMAC                            5.900%  1/15/2019    47
GMAC                            5.900%  2/15/2019    46
GMAC                            5.900%  10/15/2019   43
GMAC                            6.000%  7/15/2013    48
GMAC                            6.000%  11/15/2013   41
GMAC                            6.000%  12/15/2013   43
GMAC                            6.000%  2/15/2019    43
GMAC                            6.000%  2/15/2019    43
GMAC                            6.000%  2/15/2019    43
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  3/15/2019    43
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  4/15/2019    45
GMAC                            6.000%  9/15/2019    45
GMAC                            6.000%  9/15/2019    44
GMAC                            6.050%  8/15/2019    41
GMAC                            6.050%  8/15/2019    42
GMAC                            6.050%  10/15/2019   44
GMAC                            6.100%  11/15/2013   44
GMAC                            6.100%  9/15/2019    39
GMAC                            6.125%  10/15/2019   43
GMAC                            6.150%  9/15/2013    80
GMAC                            6.150%  11/15/2013   48
GMAC                            6.150%  12/15/2013   42
GMAC                            6.150%  8/15/2019    44
GMAC                            6.150%  9/15/2019    44
GMAC                            6.150%  10/15/2019   43
GMAC                            6.200%  11/15/2013   51
GMAC                            6.200%  4/15/2019    45
GMAC                            6.250%  3/15/2013    45
GMAC                            6.250%  7/15/2013    45
GMAC                            6.250%  10/15/2013   46
GMAC                            6.250%  11/15/2013   46
GMAC                            6.250%  12/15/2018   46
GMAC                            6.250%  1/15/2019    45
GMAC                            6.250%  4/15/2019    42
GMAC                            6.250%  5/15/2019    44
GMAC                            6.250%  7/15/2019    40
GMAC                            6.300%  3/15/2013    48
GMAC                            6.300%  10/15/2013   51
GMAC                            6.300%  11/15/2013   47
GMAC                            6.300%  8/15/2019    40
GMAC                            6.300%  8/15/2019    43
GMAC                            6.350%  5/15/2013    43
GMAC                            6.350%  4/15/2019    42
GMAC                            6.350%  7/15/2019    43
GMAC                            6.350%  7/15/2019    41
GMAC                            6.375%  8/1/2013     59
GMAC                            6.375%  1/15/2014    43
GMAC                            6.400%  3/15/2013    48
GMAC                            6.400%  12/15/2018   43
GMAC                            6.400%  11/15/2019   42
GMAC                            6.400%  11/15/2019   42
GMAC                            6.450%  2/15/2013    48
GMAC                            6.500%  7/15/2012    49
GMAC                            6.500%  2/15/2013    48
GMAC                            6.500%  3/15/2013    47
GMAC                            6.500%  4/15/2013    47
GMAC                            6.500%  5/15/2013    50
GMAC                            6.500%  6/15/2013    43
GMAC                            6.500%  8/15/2013    45
GMAC                            6.500%  11/15/2013   47
GMAC                            6.500%  6/15/2018    44
GMAC                            6.500%  11/15/2018   42
GMAC                            6.500%  12/15/2018   47
GMAC                            6.500%  12/15/2018   43
GMAC                            6.500%  5/15/2019    44
GMAC                            6.500%  1/15/2020    42
GMAC                            6.500%  2/15/2020    44
GMAC                            6.550%  12/15/2019   44
GMAC                            6.550%  12/15/2019   42
GMAC                            6.600%  8/15/2016    46
GMAC                            6.600%  5/15/2018    44
GMAC                            6.600%  6/15/2019    40
GMAC                            6.600%  6/15/2019    43
GMAC                            6.625%  10/15/2011   57
GMAC                            6.650%  6/15/2018    41
GMAC                            6.650%  10/15/2018   43
GMAC                            6.650%  10/15/2018   43
GMAC                            6.650%  2/15/2020    48
GMAC                            6.700%  5/15/2014    45
GMAC                            6.700%  5/15/2014    44
GMAC                            6.700%  6/15/2014    48
GMAC                            6.700%  8/15/2016    45
GMAC                            6.700%  6/15/2018    45
GMAC                            6.700%  6/15/2018    43
GMAC                            6.700%  11/15/2018   44
GMAC                            6.700%  6/15/2019    42
GMAC                            6.700%  12/15/2019   44
GMAC                            6.750%  9/15/2011    57
GMAC                            6.750%  10/15/2011   54
GMAC                            6.750%  10/15/2011   56
GMAC                            6.750%  9/15/2012    49
GMAC                            6.750%  9/15/2012    48
GMAC                            6.750%  10/15/2012   48
GMAC                            6.750%  4/15/2013    42
GMAC                            6.750%  4/15/2013    44
GMAC                            6.750%  6/15/2014    49
GMAC                            6.750%  12/1/2014    63
GMAC                            6.750%  7/15/2016    48
GMAC                            6.750%  8/15/2016    45
GMAC                            6.750%  9/15/2016    46
GMAC                            6.750%  6/15/2017    47
GMAC                            6.750%  3/15/2018    42
GMAC                            6.750%  7/15/2018    40
GMAC                            6.750%  9/15/2018    45
GMAC                            6.750%  10/15/2018   45
GMAC                            6.750%  11/15/2018   45
GMAC                            6.750%  5/15/2019    45
GMAC                            6.750%  5/15/2019    45
GMAC                            6.750%  6/15/2019    42
GMAC                            6.750%  6/15/2019    43
GMAC                            6.750%  3/15/2020    44
GMAC                            6.800%  2/15/2013    47
GMAC                            6.800%  4/15/2013    45
GMAC                            6.800%  9/15/2018    43
GMAC                            6.800%  10/15/2018   47
GMAC                            6.850%  5/15/2018    42
GMAC                            6.875%  8/28/2012    64
GMAC                            6.875%  10/15/2012   48
GMAC                            6.875%  4/15/2013    47
GMAC                            6.875%  8/15/2016    48
GMAC                            6.875%  7/15/2018    43
GMAC                            6.900%  6/15/2017    44
GMAC                            6.900%  7/15/2018    44
GMAC                            6.900%  8/15/2018    46
GMAC                            6.950%  6/15/2017    40
GMAC                            7.000%  10/15/2011   58
GMAC                            7.000%  9/15/2012    51
GMAC                            7.000%  10/15/2012   54
GMAC                            7.000%  12/15/2012   45
GMAC                            7.000%  1/15/2013    49
GMAC                            7.000%  6/15/2017    44
GMAC                            7.000%  7/15/2017    44
GMAC                            7.000%  2/15/2018    43
GMAC                            7.000%  2/15/2018    43
GMAC                            7.000%  2/15/2018    44
GMAC                            7.000%  3/15/2018    45
GMAC                            7.000%  5/15/2018    44
GMAC                            7.000%  8/15/2018    40
GMAC                            7.000%  9/15/2018    44
GMAC                            7.000%  2/15/2021    46
GMAC                            7.000%  9/15/2021    45
GMAC                            7.000%  9/15/2021    45
GMAC                            7.000%  6/15/2022    44
GMAC                            7.000%  11/15/2023   43
GMAC                            7.000%  11/15/2024   45
GMAC                            7.000%  11/15/2024   46
GMAC                            7.000%  11/15/2024   40
GMAC                            7.050%  3/15/2018    45
GMAC                            7.050%  3/15/2018    40
GMAC                            7.050%  4/15/2018    41
GMAC                            7.100%  9/15/2012    51
GMAC                            7.100%  1/15/2013    48
GMAC                            7.100%  1/15/2013    50
GMAC                            7.125%  8/15/2012    50
GMAC                            7.125%  12/15/2012   44
GMAC                            7.125%  10/15/2017   43
GMAC                            7.150%  8/15/2010    73
GMAC                            7.150%  11/15/2012   54
GMAC                            7.150%  9/15/2018    46
GMAC                            7.150%  3/15/2025    45
GMAC                            7.150%  1/15/2025    45
GMAC                            7.200%  10/15/2017   45
GMAC                            7.200%  10/15/2017   46
GMAC                            7.250%  8/15/2012    52
GMAC                            7.250%  12/15/2012   47
GMAC                            7.250%  12/15/2012   46
GMAC                            7.250%  9/15/2017    47
GMAC                            7.250%  9/15/2017    49
GMAC                            7.250%  9/15/2017    43
GMAC                            7.250%  9/15/2017    47
GMAC                            7.250%  4/15/2018    45
GMAC                            7.250%  1/15/2018    47
GMAC                            7.250%  4/15/2018    43
GMAC                            7.250%  8/15/2018    45
GMAC                            7.250%  8/15/2018    42
GMAC                            7.250%  9/15/2018    47
GMAC                            7.250%  1/15/2025    46
GMAC                            7.250%  2/15/2025    42
GMAC                            7.250%  3/15/2025    45
GMAC                            7.300%  12/15/2017   44
GMAC                            7.300%  1/15/2018    45
GMAC                            7.300%  1/15/2018    45
GMAC                            7.350%  4/15/2018    44
GMAC                            7.375%  11/15/2016   46
GMAC                            7.375%  4/15/2018    42
GMAC                            7.400%  12/15/2017   45
GMAC                            7.500%  10/15/2012   48
GMAC                            7.500%  11/15/2016   47
GMAC                            7.500%  8/15/2017    47
GMAC                            7.500%  11/15/2017   51
GMAC                            7.500%  11/15/2017   49
GMAC                            7.500%  12/15/2017   50
GMAC                            7.500%  12/15/2017   55
GMAC                            7.500%  3/15/2025    42
GMAC                            7.625%  11/15/2012   48
GMAC                            7.750%  10/15/2012   53
GMAC                            7.750%  10/15/2017   46
GMAC                            7.875%  11/15/2012   51
GMAC                            8.000%  6/15/2010    70
GMAC                            8.000%  10/15/2017   48
GMAC                            8.000%  11/15/2017   46
GMAC                            8.000%  3/15/2025    41
GMAC                            8.125%  11/15/2017   50
GMAC                            8.250%  9/15/2012    56
GMAC                            8.400%  8/15/2015    48
GMAC                            8.650%  8/15/2015    47
GMAC                            9.000%  7/15/2015    52
GMAC                            9.000%  7/15/2020    48
GMAC                            9.000%  7/15/2020    56
GMAC LLC                        6.000%  4/1/2011     63
GMAC LLC                        6.000%  12/15/2011   63
GMAC LLC                        6.500%  5/15/2012    64
GMAC LLC                        6.500%  6/15/2012    64
GMAC LLC                        6.500%  6/15/2012    64
GMAC LLC                        6.600%  6/15/2012    64
GMAC LLC                        6.600%  6/15/2012    64
GMAC LLC                        6.625%  5/15/2012    65
GMAC LLC                        6.700%  7/15/2012    64
GMAC LLC                        6.750%  7/15/2012    50
GMAC LLC                        7.000%  7/15/2012    65
GMAC LLC                        7.100%  7/15/2012    65
GMAC LLC                        7.150%  7/15/2012    59
GOLDEN BOOKS PUB               10.750%  12/31/2004    0
GS CAPITAL II                   5.793%  12/15/2012   63
GULF STATES STL                13.500%  4/15/2003   100
HARRAHS OPER CO                 5.375%  12/15/2013   55
HARRAHS OPER CO                 5.625%  6/1/2015     48
HARRAHS OPER CO                 5.750%  10/1/2017    47
HARRAHS OPER CO                 6.500%  6/1/2016     47
HAWAIIAN TELCOM                 9.750%  5/1/2013     35
HAWAIIAN TELCOM                12.500%  5/1/2015     23
HEADWATERS INC                  2.500%  2/1/2014     68
HERBST GAMING                   7.000%  11/15/2014   22
HERBST GAMING                   8.125%  6/1/2012     24
HILTON HOTELS                   7.500%  12/15/2017   69
HINES NURSERIES                10.250%  10/1/2011    57
HNG INTERNORTH                  9.625%  3/15/2006    14
HUNTINGTON CAPIT                6.650%  5/15/2037    65
IDEARC INC                      8.000%  11/15/2016   61
INDALEX HOLD                   11.500%  2/1/2014     59
INTERDENT SVC                  10.750%  12/15/2011   50
ION MEDIA                      11.000%  7/31/2013    29
IRIDIUM LLC/CAP                10.875%  7/15/2005     1
IRIDIUM LLC/CAP                11.250%  7/15/2005     1
IRIDIUM LLC/CAP                13.000%  7/15/2005     1
IRIDIUM LLC/CAP                14.000%  7/15/2005     0
ISLE OF CAPRI                   7.000%  3/1/2014     70
ISOLAGEN INC                    3.500%  11/1/2024    10
JAZZ TECHNOLOGIE                8.000%  12/31/2011   69
JETBLUE AIRWAYS                 3.750%  3/15/2035    63
JONES APPAREL                   6.125%  11/15/2034   71
JPMORGAN CHASE                 10.000%  7/31/2008    28
JPMORGAN CHASE                 12.000%  7/31/2008    26
K HOVNANIAN ENTR                6.250%  1/15/2015    62
K HOVNANIAN ENTR                6.250%  1/15/2016    60
K HOVNANIAN ENTR                6.375%  12/15/2014   62
K HOVNANIAN ENTR                6.500%  1/15/2014    63
K HOVNANIAN ENTR                7.500%  5/15/2016    63
K HOVNANIAN ENTR                7.750%  5/15/2013    57
K HOVNANIAN ENTR                8.875%  4/1/2012     69
KAISER ALUMINUM                 9.875%  2/15/2002     0
KAISER ALUMINUM                12.750%  2/1/2003      7
KELLSTROM INDS                  5.500%  6/15/2003     0
KELLWOOD CO                     7.625%  10/15/2017   62
KEMET CORP                      2.250%  11/15/2026   64
KEYCORP CAP VII                 5.700%  6/15/2035    75
KEYSTONE AUTO OP                9.750%  11/1/2013    52
KIMBALL HILL INC               10.500%  12/15/2012    1
KNIGHT RIDDER                   4.625%  11/1/2014    70
KNIGHT RIDDER                   5.750%  9/1/2017     62
KNIGHT RIDDER                   6.875%  3/15/2029    63
KNIGHT RIDDER                   7.150%  11/1/2027    66
KRATON POLYMERS                 8.125%  1/15/2014    54
LANDRY'S RESTAUR                7.500%  12/15/2014   66
LAZYDAYS RV                    11.750%   5/15/2012   71
LEHMAN BROS HLDG                4.800%  6/24/2023    59
LEHMAN BROS HLDG                5.000%  5/28/2023    60
LEHMAN BROS HLDG                5.000%  6/10/2023    61
LEHMAN BROS HLDG                5.000%  6/17/2023    65
LEHMAN BROS HLDG                5.100%  2/15/2020    62
LEHMAN BROS HLDG                5.250%  5/20/2023    69
LEHMAN BROS HLDG                5.350%  6/14/2030    68
LEHMAN BROS HLDG                5.375%  5/6/2023     66
LEHMAN BROS HLDG                5.400%  3/20/2020    68
LEHMAN BROS HLDG                5.400%  3/30/2029    50
LEHMAN BROS HLDG                5.400%  6/21/2030    64
LEHMAN BROS HLDG                5.450%  4/6/2029     53
LEHMAN BROS HLDG                5.450%  2/22/2030    62
LEHMAN BROS HLDG                5.450%  7/19/2030    51
LEHMAN BROS HLDG                5.500%  2/27/2020    65
LEHMAN BROS HLDG                5.500%  3/14/2023    62
LEHMAN BROS HLDG                5.500%  4/8/2023     64
LEHMAN BROS HLDG                5.500%  4/15/2023    63
LEHMAN BROS HLDG                5.500%  4/23/2023    79
LEHMAN BROS HLDG                5.500%  10/7/2023    68
LEHMAN BROS HLDG                5.500%  1/27/2029    67
LEHMAN BROS HLDG                5.500%  2/3/2029     54
LEHMAN BROS HLDG                5.500%  8/2/2030     63
LEHMAN BROS HLDG                5.550%  3/9/2029     57
LEHMAN BROS HLDG                5.550%  1/25/2030    52
LEHMAN BROS HLDG                5.550%  9/27/2030    57
LEHMAN BROS HLDG                5.550%  12/31/2034   63
LEHMAN BROS HLDG                5.600%  2/17/2029    52
LEHMAN BROS HLDG                5.600%  2/24/2029    61
LEHMAN BROS HLDG                5.600%  3/2/2029     68
LEHMAN BROS HLDG                5.600%  2/25/2030    51
LEHMAN BROS HLDG                5.600%  5/3/2030     51
LEHMAN BROS HLDG                5.625%  3/15/2030    59
LEHMAN BROS HLDG                5.650%  11/23/2029   59
LEHMAN BROS HLDG                5.650%  8/16/2030    60
LEHMAN BROS HLDG                5.700%  1/28/2018    71
LEHMAN BROS HLDG                5.700%  4/13/2029    57
LEHMAN BROS HLDG                5.700%  12/14/2029   60
LEHMAN BROS HLDG                5.750%  3/27/2023    69
LEHMAN BROS HLDG                5.750%  10/15/2023   66
LEHMAN BROS HLDG                5.750%  10/21/2023   59
LEHMAN BROS HLDG                5.750%  11/25/2023   64
LEHMAN BROS HLDG                5.750%  12/16/2028   70
LEHMAN BROS HLDG                5.750%  8/24/2029    57
LEHMAN BROS HLDG                5.750%  9/14/2029    64
LEHMAN BROS HLDG                5.750%  10/12/2029   66
LEHMAN BROS HLDG                5.750%  3/29/2030    69
LEHMAN BROS HLDG                5.800%  10/25/2030   57
LEHMAN BROS HLDG                5.900%  5/4/2029     66
LEHMAN BROS HLDG                5.900%  2/7/2031     59
LEHMAN BROS HLDG                5.950%  12/20/2030   70
LEHMAN BROS HLDG                6.000%  10/23/2028   62
LEHMAN BROS HLDG                6.000%  11/18/2028   58
LEHMAN BROS HLDG                6.000%  5/11/2029    62
LEHMAN BROS HLDG                6.000%  7/20/2029    59
LEHMAN BROS HLDG                6.000%  4/30/2034    59
LEHMAN BROS HLDG                6.000%  2/24/2036    59
LEHMAN BROS HLDG                6.100%  8/12/2023    65
LEHMAN BROS HLDG                6.500%  3/6/2023     69
LEHMAN BROS HLDG                8.420%  10/25/2017   59
LEINER HEALTH                  11.000%  6/1/2012     10
LIBERTY MEDIA                   3.250%  3/15/2031    60
LIBERTY MEDIA                   3.500%  1/15/2031    44
LIBERTY MEDIA                   3.750%  2/15/2030    51
LIBERTY MEDIA                   4.000%  11/15/2029   55
LIFECARE HOLDING                9.250%  8/15/2013    61
MAGNA ENTERTAINM                7.250%  12/15/2009   50
MAGNA ENTERTAINM                8.550%  6/15/2010    52
MAJESTIC STAR                   9.750%  1/15/2011    30
MANNKIND CORP                   3.750%  12/15/2013   55
MASONITE CORP                  11.000%  4/6/2015     41
MBIA INC                        5.700%  12/1/2034    41
MBIA INC                        6.400%  8/15/2022    40
MBIA INS CO                    14.000%  1/15/2033    N.A.
MEDIANEWS GROUP                 6.375%  4/1/2014     42
MEDIANEWS GROUP                 6.875%  10/1/2013    42
MERIX CORP                      4.000%  5/15/2013    51
MERRILL LYNCH                   8.100%  6/4/2009     N.A.
MERRILL LYNCH                  10.000%  3/6/2009     N.A.
MERRILL LYNCH                  11.000%  4/28/2009    N.A.
MERRILL LYNCH                  12.000%  3/26/2010    N.A.
MERRILL LYNCH                  12.100%  6/25/2009    N.A.
METALDYNE CORP                 10.000%  11/1/2013    50
METALDYNE CORP                 11.000%  6/15/2012    22
MICRON TECH                     1.875%  6/1/2014     69
MISSOURI PAC RR                 5.000%  1/1/2045     70
MORGAN STANLEY                  8.000%  7/20/2009    N.A.
MORGAN STANLEY                 10.000%  4/20/2009    N.A.
MORGAN STANLEY                 10.000%  5/20/2009    N.A.
MORGAN STANLEY                 12.000%  7/20/2009    N.A.
MORRIS PUBLISH                  7.000%  8/1/2013     53
MOVIE GALLERY                  11.000%  5/1/2012     30
MRS FIELDS                      9.000%  3/15/2011    62
MRS FIELDS                     11.500%  3/15/2011    60
NATL CITY CORP                  4.000%  2/1/2011     69
NATL CITY CORP                  4.900%  1/15/2015    51
NATL CITY CORP                  6.875%  5/15/2019    48
NATL FINANCIAL                  0.750%  2/1/2012     68
NEFF CORP                      10.000%  6/1/2015     37
NELNET INC                      7.400%  9/29/2036    67
NETWORK EQUIPMNT                3.750%  12/15/2014   62
NEW ORL GRT N RR                5.000%  7/1/2032     57
NEW PLAN EXCEL                  7.500%  7/30/2029    62
NEW PLAN REALTY                 6.900%  2/15/2028    59
NEW PLAN REALTY                 6.900%  2/15/2028    66
NEW PLAN REALTY                 7.650%  11/2/2026    66
NEW PLAN REALTY                 7.680%  11/2/2026    62
NEWARK GROUP INC                9.750%  3/15/2014    70
NORTEK INC                      8.500%  9/1/2014     62
NORTH ATL TRADNG                9.250%  3/1/2012     51
NORTHERN PAC RY                 3.000%  1/1/2047     52
NORTHERN PAC RY                 3.000%  1/1/2047     48
NORTHWESTERN CRP                7.960%  12/21/2026    4
NORTHWST STL&WIR                9.500%  6/15/200     10
NTK HOLDINGS INC                0.000%  3/1/2014     43
NUTRITIONAL SRC                10.125%  8/1/2009     13
NUVEEN INVEST                   5.500%  9/15/2015    59
OAKWOOD HOMES                   7.875%  3/1/2004      3
OAKWOOD HOMES                   8.125%  3/1/2009      0
OSCIENT PHARM                   3.500%  4/15/2011    35
OSI RESTAURANT                 10.000%  6/15/2015    63
OSI RESTAURANT                 10.000%  6/15/2015    63
OUTBOARD MARINE                10.750%  6/1/2008     10
PAC-WEST TELECOM               13.500%  2/1/2009      2
PACKAGING DYNAMI               10.000%  5/1/2016     67
PALM HARBOR                     3.250%  5/15/2024    61
PANAMSAT CORP                   9.000%  8/15/2014    65
PANTRY INC                      3.000%  11/15/2012   70
PEGASUS SATELLIT                9.750%  12/1/2006     0
PIEDMONT AVIAT                 10.250%  1/15/2049     0
PIERRE FOODS INC                9.875%  7/15/2012     8
PINNACLE AIRLINE                3.250%  2/15/2025    65
PLY GEM INDS                    9.000%  2/15/2012    55
PMI GROUP INC                   6.000%  9/15/2016    66
POPE & TALBOT                   8.375%  6/1/2013      2
POPE & TALBOT                   8.375%  6/1/2013      0
PORTOLA PACKAGIN                8.250%  2/1/2012     42
PRIMUS TELECOM                  3.750%  9/15/2010    44
PRIMUS TELECOM                  5.000%  6/30/2009    68
PRIMUS TELECOM                  8.000%  1/15/2014    29
PROPEX FABRICS                 10.000%  12/1/2012     0
PSINET INC                     10.000%  2/15/2005     0
PSINET INC                     11.500%  11/1/2008     0
QUALITY DISTRIBU                9.000%  11/15/2010   51
RADIAN GROUP                    5.375%  6/15/2015    43
RADIAN GROUP                    5.625%  2/15/2013    44
RADIAN GROUP                    7.750%  6/1/2011     61
RAFAELLA APPAREL               11.250%  6/15/2011    55
REALOGY CORP                   10.500%  4/15/2014    65
REALOGY CORP                   12.375%  4/15/2015    49
REGIONS FIN TR                  6.625%  5/15/2047    47
RESIDENTIAL CAP                 8.000%  2/22/2011    31
RESIDENTIAL CAP                 8.375%  6/30/2010    34
RESIDENTIAL CAP                 8.500%  6/1/2012     31
RESIDENTIAL CAP                 8.500%  4/17/2013    29
RESIDENTIAL CAP                 8.875%  6/30/2015    35
RESIDENTIAL CAP                 9.625%  5/15/2015    N.A.
RESTAURANT CO                  10.000%  10/1/2013    58
RF MICRO DEVICES                1.000%  4/15/2014    68
RF MICRO DEVICES                1.000%  4/15/2014    67
RH DONNELLEY                    6.875%  1/15/2013    55
RH DONNELLEY                    6.875%  1/15/2013    54
RH DONNELLEY                    6.875%  1/15/2013    54
RH DONNELLEY                    8.875%  1/15/2016    54
RH DONNELLEY                    8.875%  10/15/2017   55
RITE AID CORP                   6.875%  8/15/2013    63
RITE AID CORP                   6.875%  12/15/2028   48
RITE AID CORP                   7.700%  2/15/2027    51
RITE AID CORP                   8.625%  3/1/2015     66
RITE AID CORP                   9.375%  12/15/2015   64
RITE AID CORP                   9.500%  6/15/2017    64
RJ TOWER CORP                  12.000%  6/1/2013      2
ROTECH HEALTHCA                 9.500%  4/1/2012     65
SANDISK CORP                    1.000%  5/15/2013    68
SEARS ROEBUCK AC                6.750%  1/15/2028    72
SEARS ROEBUCK AC                7.000%  6/1/2032     67
SERVICEMASTER CO                7.100%  3/1/2018     64
SERVICEMASTER CO                7.250%  3/1/2038     59
SERVICEMASTER CO                7.450%  8/15/2027    44
SIX FLAGS INC                   4.500%  5/15/2015    56
SIX FLAGS INC                   9.625%  6/1/2014     48
SIX FLAGS INC                   9.750%  4/15/2013    53
SLM CORP                        4.500%  12/15/2012   70
SLM CORP                        4.800%  12/15/2028   65
SLM CORP                        5.000%  6/15/2019    68
SLM CORP                        5.000%  6/15/2019    59
SLM CORP                        5.000%  6/15/2028    67
SLM CORP                        5.150%  12/15/2028   69
SLM CORP                        5.190%  4/24/2019    68
SLM CORP                        5.250%  6/15/2020    N.A.
SLM CORP                        5.250%  3/15/2028    69
SLM CORP                        5.250%  6/15/2028    61
SLM CORP                        5.250%  12/15/2028   56
SLM CORP                        5.300%  9/15/2030    61
SLM CORP                        5.350%  6/15/2025    63
SLM CORP                        5.350%  6/15/2028    55
SLM CORP                        5.400%  3/15/2023    60
SLM CORP                        5.400%  3/15/2030    60
SLM CORP                        5.400%  6/15/2030    60
SLM CORP                        5.450%  3/15/2023    64
SLM CORP                        5.450%  6/15/2028    67
SLM CORP                        5.500%  6/15/2019    69
SLM CORP                        5.500%  9/15/2019    64
SLM CORP                        5.500%  6/15/2029    63
SLM CORP                        5.500%  6/15/2029    57
SLM CORP                        5.500%  3/15/2030    59
SLM CORP                        5.500%  3/15/2030    64
SLM CORP                        5.500%  6/15/2030    61
SLM CORP                        5.500%  12/15/2030   60
SLM CORP                        5.500%  12/15/2030   62
SLM CORP                        5.550%  6/15/2025    65
SLM CORP                        5.550%  3/15/2028    58
SLM CORP                        5.550%  3/15/2029    70
SLM CORP                        5.600%  3/15/2022    65
SLM CORP                        5.600%  3/15/2024    67
SLM CORP                        5.600%  12/15/2028   60
SLM CORP                        5.600%  3/15/2029    55
SLM CORP                        5.600%  6/15/2029    62
SLM CORP                        5.600%  12/15/2029   61
SLM CORP                        5.600%  12/15/2029   59
SLM CORP                        5.625%  1/25/2025    65
SLM CORP                        5.650%  6/15/2022    62
SLM CORP                        5.650%  6/15/2022    69
SLM CORP                        5.650%  3/15/2029    61
SLM CORP                        5.650%  3/15/2029    56
SLM CORP                        5.650%  12/15/2029   63
SLM CORP                        5.650%  12/15/2029   64
SLM CORP                        5.650%  12/15/2029   62
SLM CORP                        5.650%  3/15/2030    60
SLM CORP                        5.650%  9/15/2030    59
SLM CORP                        5.650%  3/15/2032    62
SLM CORP                        5.700%  3/15/2029    59
SLM CORP                        5.700%  3/15/2029    57
SLM CORP                        5.700%  3/15/2029    60
SLM CORP                        5.700%  3/15/2029    65
SLM CORP                        5.700%  3/15/2029    61
SLM CORP                        5.700%  3/15/2029    61
SLM CORP                        5.700%  3/15/2029    56
SLM CORP                        5.700%  12/15/2029   63
SLM CORP                        5.700%  3/15/2030    64
SLM CORP                        5.700%  6/15/2030    63
SLM CORP                        5.700%  3/15/2032    62
SLM CORP                        5.750%  3/15/2029    63
SLM CORP                        5.750%  3/15/2029    N.A.
SLM CORP                        5.750%  3/15/2029    60
SLM CORP                        5.750%  3/15/2029    65
SLM CORP                        5.750%  3/15/2029    70
SLM CORP                        5.750%  6/15/2029    62
SLM CORP                        5.750%  6/15/2029    60
SLM CORP                        5.750%  9/15/2029    60
SLM CORP                        5.750%  9/15/2029    63
SLM CORP                        5.750%  12/15/2029   62
SLM CORP                        5.750%  12/15/2029   66
SLM CORP                        5.750%  12/15/2029   61
SLM CORP                        5.750%  3/15/2030    59
SLM CORP                        5.750%  3/15/2030    64
SLM CORP                        5.750%  6/15/2032    56
SLM CORP                        5.750%  6/15/2032    63
SLM CORP                        5.800%  12/15/2028   65
SLM CORP                        5.800%  3/15/2032    60
SLM CORP                        5.800%  3/15/2032    66
SLM CORP                        5.800%  3/15/2032    61
SLM CORP                        5.850%  9/15/2029    66
SLM CORP                        5.850%  12/15/2031   64
SLM CORP                        5.850%  3/15/2032    57
SLM CORP                        5.850%  3/15/2032    64
SLM CORP                        5.850%  3/15/2032    63
SLM CORP                        5.850%  6/15/2032    64
SLM CORP                        5.850%  6/15/2032    64
SLM CORP                        6.000%  6/15/2019    69
SLM CORP                        6.000%  6/15/2019    66
SLM CORP                        6.000%  6/15/2021    66
SLM CORP                        6.000%  6/15/2021    65
SLM CORP                        6.000%  6/15/2026    68
SLM CORP                        6.000%  6/15/2026    59
SLM CORP                        6.000%  12/15/2026   61
SLM CORP                        6.000%  12/15/2026   66
SLM CORP                        6.000%  12/15/2026   64
SLM CORP                        6.000%  3/15/2027    66
SLM CORP                        6.000%  12/15/2028   63
SLM CORP                        6.000%  12/15/2028   65
SLM CORP                        6.000%  3/15/2029    59
SLM CORP                        6.000%  6/15/2029    65
SLM CORP                        6.000%  6/15/2029    65
SLM CORP                        6.000%  6/15/2029    62
SLM CORP                        6.000%  9/15/2029    64
SLM CORP                        6.000%  9/15/2029    67
SLM CORP                        6.000%  9/15/2029    67
SLM CORP                        6.000%  6/15/2031    64
SLM CORP                        6.000%  6/15/2031    63
SLM CORP                        6.000%  12/15/2031   61
SLM CORP                        6.000%  12/15/2031   64
SLM CORP                        6.000%  12/15/2031   67
SLM CORP                        6.000%  12/15/2031   57
SLM CORP                        6.000%  3/15/2037    60
SLM CORP                        6.000%  3/15/2037    63
SLM CORP                        6.000%  3/15/2037    61
SLM CORP                        6.050%  12/15/2026   67
SLM CORP                        6.050%  12/15/2031   60
SLM CORP                        6.100%  12/15/2028   66
SLM CORP                        6.100%  12/15/2031   61
SLM CORP                        6.200%  12/15/2031   62
SLM CORP                        6.250%  6/15/2029    66
SLM CORP                        6.250%  6/15/2029    64
SLM CORP                        6.250%  6/15/2029    64
SLM CORP                        6.250%  9/15/2029    64
SLM CORP                        6.250%  9/15/2029    68
SLM CORP                        6.250%  9/15/2031    68
SLM CORP                        6.300%  9/15/2031    67
SLM CORP                        6.350%  9/15/2031    66
SLM CORP                        6.350%  9/15/2031    62
SLM CORP                        6.400%  9/15/2031    64
SLM CORP                        6.450%  9/15/2031    69
SLM CORP                        6.500%  9/15/2031    65
SPANSION LLC                   11.250%  1/15/2016    63
SPECTRUM BRANDS                 7.375%  2/1/2015     59
SPINNAKER INDS                 10.750%  10/15/2006    0
STANLEY-MARTIN                  9.750%  8/15/2015    45
STATION CASINOS                 6.500%  2/1/2014     50
STATION CASINOS                 6.625%  3/15/2018    48
STATION CASINOS                 6.875%  3/1/2016     51
STRATEGIC HOTEL                 3.500%  4/1/2012     69
SUNTRUST CAPITAL                6.100%  12/15/2036   66
SWIFT TRANS CO                 12.500%  5/15/2017    34
SYNOVUS FINL                    5.125%  6/15/2017    84
TELIGENT INC                   11.500%  12/1/2007     0
TELIGENT INC                   11.500%  3/1/2008      0
THORNBURG MTG                   8.000%  5/15/2013    67
TIMES MIRROR CO                 6.610%  9/15/2027    32
TIMES MIRROR CO                 7.250%  3/1/2013     40
TIMES MIRROR CO                 7.250%  11/15/2096   32
TIMES MIRROR CO                 7.500%  7/1/2023     35
TOUSA INC                       7.500%  3/15/2011     5
TOUSA INC                       7.500%  1/15/2015     6
TOUSA INC                       9.000%  7/1/2010     60
TOUSA INC                       9.000%  7/1/2010     56
TOUSA INC                      10.375%  7/1/2012      5
TRANS MFG OPER                 11.250%  5/1/2009      5
TRANS-LUX CORP                  8.250%  3/1/2012     50
TREX CO INC                     6.000%  7/1/2012     67
TRIAD ACQUIS                   11.125%  5/1/2013     60
TRIBUNE CO                      4.875%  8/15/2010    63
TRIBUNE CO                      5.250%  8/15/2015    38
TRONOX WORLDWIDE                9.500%  12/1/2012    65
TRUE TEMPER                     8.375%  9/15/2011    62
TRUMP ENTERTNMNT                8.500%  6/1/2015     50
UAL 1995 TRUST                  9.020%  4/19/2012    40
UAL CORP                        4.500%  6/30/2021    40
UAL CORP                        4.500%  6/30/2021    36
UAL CORP                        5.000%  2/1/2021     40
US AIR INC                     10.300%  7/15/2049     0
US AIR INC                     10.700%  1/15/2049     0
US AIR INC                     10.750%  1/15/2049   N.A.
US AIR INC                     10.900%  1/1/2049      0
US AIRWAYS GROUP                7.000%  9/30/2020   N.A.
USAUTOS TRUST                   5.100%  3/3/2011     63
USB CAPITAL IX                  6.189%  09/20/2020   70
VENTURE HLDGS                   9.500%  7/1/2005      0
VENTURE HLDGS                  11.000%  6/1/2007      0
VERASUN ENERGY                  9.375%  6/1/2017     56
VERENIUM CORP                   5.500%  4/1/2027     41
VERTIS INC                     10.875%  6/15/2009    18
VICORP RESTAURNT               10.500%  4/15/2011    18
VION PHARM INC                  7.750%  2/15/2012    53
VISTEON CORP                    7.000%  3/10/2014    50
WASH MUT BANK NV                5.125%  1/15/2015    63
WASH MUTUAL INC                 4.625%  4/1/2014     49
WASH MUTUAL INC                 5.250%  9/15/2017    62
WASH MUTUAL INC                 7.250%  11/1/2017    65
WCI COMMUNITIES                 4.000%  8/5/2023     64
WCI COMMUNITIES                 6.625%  3/15/2015    33
WCI COMMUNITIES                 7.875%  10/1/2013    34
WCI COMMUNITIES                 9.125%  5/1/2012     33
WEBSTER CAPITAL                 7.650%  6/15/2037    67
WEIRTON STEEL                  10.750%  6/1/2005    100
WILLIAM LYON                    7.500%  2/15/2014    43
WILLIAM LYON                    7.625%  12/15/2012   43
WILLIAM LYON                   10.750%  4/1/2013     43
WIMAR OP LLC/FIN                9.625%  12/15/2014   36
WINSTAR COMM INC               14.750%  4/15/2010     0
WITCO CORP                      6.875%  2/1/2026     64
YANKEE ACQUISITI                9.750%  2/15/2017    66
YOUNG BROADCSTNG                8.750%  1/15/2014    44
YOUNG BROADCSTNG               10.000%  3/1/2011     51

                             *********

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
at 240/629-3300.

                    *** End of Transmission ***