TCR_Public/080602.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 2, 2008, Vol. 12, No. 130           

                             Headlines

310 BEALE STREET: Voluntary Chapter 11 Case Summary
ACA AQUARIUS: Moody's Junks Rating on $1.266MM Class A1S Notes
ACA CDS: Moody's Lowers Note Rating to B1 from Baa1
ACT ABATEMENT: Involuntary Chapter 11 Case Summary
AES CORP: Gets Consent to Amend Indenture on 8.75% Notes

AFC ENTERPRISES: April 20 Balance Sheet Upside-Down by $51 Million
ALCATEL-LUCENT: To Lay Off More Employees Under Merger
ALLEN-VANGUARD: Moody's Assigns B1 Corporate Family Rating
ALTA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
ALTRA INDUSTRIAL: S&P Lifts Rating to B+ on Strong Performance

AMERICAN AXLE: S&P Trims Rating After United Auto Workers Strike
AMERICAN AXLE: Agreement with UAW Won't Affect Fitch's 'BB' Rating
AMPEX CORP: Panel Says Plan Is Defective, Wants Full Disclosure
ARTHUR KHATCHADRIAN: Voluntary Chapter 11 Case Summary
ASARCO LLC: AMC and Grupo Mexico Cry Foul on Fraud Accusations

ASARCO LLC: To Sell Operating Assets for $2.6 Bil. to Vedanta
ASARCO LLC: Asarco Inc. Seeks Docs Related to Bidding Process
ASCENSION LOAN: Moody's Assigns Ba2 Rating to $60MM Class E Notes
ASSOCIATED PRINTING: Case Summary & 20 Largest Unsec. Creditors
ATM OUTSOURCES: Case Summary & Largest Unsecured Creditor

AVALON RE: S&P Says Junked Notes Maturity Date Moved to September
BEAR STEARNS: District Court Bars Funds' Liquidation in Cayman
BEDROCK MANAGED SVCS: Case Summary & 20 Largest Unsec. Creditors
BEVERAGE CONCEPTS: Case Summary & 12 Largest Unsecured Creditors
BHM TECHNOLOGIES: Asks Court to Fix July 31 As Claims Bar Date

BHM TECHNOLOGIES: Wants to Employ Varnum as Corporate Counsel
BHM TECHNOLOGIES: Wants to Employ Rothschild as Investment Bankers
BHM TECHNOLOGIES: Gets Court Okay to Hire Kurtzman as Claims Agent
BOSTON SCIENTIFIC: Will Pay $250MM in Patent Infringement Dispute
BUFFETS HOLDINGS: Court Approves ATL as Tax Consultants

BUFFETS HOLDINGS: Wants Plan Filing Deadline Extended to Sept. 30
BUFFETS HOLDINGS: Annual Incentive Plans for 2008 & 2009 Approved
CABLEVISION SYSTEMS: Moody's Rates Proposed $500MM Debt 'B1'
CALPINE CORP: Rejects Proposed All-Stock Takeover Bid of NRG
CHINA AOXING: Posts $2,285,426 Net Loss in 3rd Qtr. Ended March 31

CIT GROUP: Moody's Lowers Ratings on Ongoing Business Transitions
CIT GROUP: Disagrees with Moody's Move to Downgrade Rating
CIVIC TOWERS: Case Summary & Four Largest Unsecured Creditors
CLARIENT INC: Appoints Raymond J. Land as Chief Financial Officer
CLASS 2006-13 TODI: Moody's Trims Rating on $10MM Notes to Ba3

CLASS V FUNDING: Moody's Cuts Ratings to C on Four Note Classes
CLEAR CHANNEL: S&P Retains 'B+' Credit Rating Under Neg. Watch
COINSTAR INC: S&P's 'BB' Rating Unaffected by Shamrock Deal
COMPLETE CONVENIENCE: Case Summary & Largest Unsecured Creditors
CRYOCOR INC: Posts $4,009,000 Net Loss in 2008 First Quarter

CSC HOLDINGS: Prices $500 Million Offering of 8-1/2% Senior Notes
CV ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
D&G AUTO: Case Summary & Largest Unsecured Creditors
DAVID PARRY: Case Summary & Largest Unsecured Creditors
DELPHI CORP: Wants August 1 Adversary Trial Against Appaloosa

DELPHI CORP: Merrill Lynch Holds 1,482,658 Shares of Common Stock
DOMTAR CORP: Moody's Puts Ratings Under Review for Possible Lift
ELECTRO ENERGY: Posts $3,888,096 Net Loss in 2008 First Quarter
EQUIFIRST NET: Fitch Chips Rating on $2.5MM Notes to 'C/DR6'
FINLAY ENTERPRISES: S&P Cuts Ratings on Weak Operating Performance

FREEDOM COMMS: Revenue Decline Prompts S&P to Cut Ratings to B-
GMAC COMMERCIAL: Fitch Puts Two Low-B Ratings Under Neg. Watch
GREEKTOWN HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
GULFMARK OFFSHORE: Planned Rigdon Deal Won't Affect S&P's Ratings
HAIGHTS CROSS: March 31 Balance Sheet Upside-Down by $156.6 MM

HAMILTON GARDENS: Moody's Cuts Rtng. on Change in Severity of Loss
HANCOCK FABRICS: Discloses Rights Offering for $20MM Secured Notes
HASCO NET: Fitch Takes Rating Actions on 13 Note Classes
HEALTH MANAGEMENT: Moody's Confirms B1 Rating on Strong Liquidity
HENRY OIL: Voluntary Chapter 11 Case Summary

HIBEL REALTY: Case Summary & 8 Largest Unsecured Creditors
HIGHLAND PARK: S&P Puts Ratings on Six Loan Classes at Neg. Watch
HITTER DC: Voluntary Chapter 11 Case Summary
HQ RECRUITMENT: Voluntary Chapter 11 Case Summary
HSPI DIVERSIFIED: Moody's Trims Ratings on Poor Credit Quality

HUNTER'S POINT: Voluntary Chapter 11 Case Summary
HURRICANE MEMPHIS: Voluntary Chapter 11 Case Summary
IDLEAIRE TECHNOLOGIES: Court Approves Sale Bidding Procedures
IMARX THERAPEUTICS: Posts $2.5 Million Net Loss in 2008 First Qtr.
IMPART INC: Voluntary Chapter 11 Case Summary

INDALEX HOLDING: Poor Liquidity Position Cues Moody's Rating Cuts
INDALEX HOLDING: S&P Junks Rating on Second-Lien Notes
INDIANA SOFT: Voluntary Chapter 11 Case Summary
INNOVATIVE PBX: Voluntary Chapter 11 Case Summary
JP MORGAN: Fitch Lowers Ratings on Four Classes of NIM Notes

KANSAS CITY SOUTHERN: Unit Mulls $250MM Offering of Senior Notes
KATHLEEN TAYLOR: Case Summary & 10 Largest Unsecured Creditors
KH FUNDING: Posts $94,923 Net Loss in 2008 First Quarter
KLBL LLC: Files Schedules of Assets and Liabilities
KLBL LLC: Gets Go-Signal to Hire Jackson Cook as Counsel

KOPIN CORP: Nasdaq to Consider Securities Delisting on July 17
LIBERTY HARBOUR: Moody's Chips Ratings on Four Note Classes to C
LIMITED BRANDS: Moody's Holds Ratings and Changes Outlook to Neg.
MARCO BONILLA: Case Summary & 13 Largest Unsecured Creditors
MARIMANDA TILLMAN: Case Summary & 11 Largest Unsecured Creditors

MARY NEIMANN: Case Summary & 19 Largest Unsecured Creditors
MAXXAM INC: Resolves Listing Deficiency with AMEX
MEMORY PHARMA: March 31 Balance Sheet Upside-Down by $4.3 Million
MERITAGE HOMES: Inks Instrument of Resignation with Two Banks
MESA AIR: Discloses Deal with Holders of Senior Notes Due 2023

MICHAEL MEISNER: Case Summary & Six Largest Unsecured Creditors
MICHAEL MOFFATT: Case Summary & 17 Largest Unsecured Creditors
MICHAEL SHULER: Case Summary & 15 Largest Unsecured Creditors
MILTON HUNTER: Case Summary & Four Largest Unsecured Creditors
MEDICOR LTD: Wants Exclusive Plan Filing Period Moved to June 30

MORGAN STANLEY CAPITAL: S&P Puts Default Rating on Class M Certs.
MOHSEN SARFARAZI: Case Summary & 12 Largest Unsecured Creditors
NAVISTAR INT'L: Fitch Simultaneously Holds Ratings, Removes Watch
PIERRE FOODS: Moody's Puts B3 Corp. Family Rating Under Review
PRIMEDIA INC: Charles Stubbs Joins Board of Directors

PROIA & GOULETTE: Hires Ullian & Associates as Counsel
QUAIL LAKE: Court Wants Chapter 11 Plan Filed by June 17
QUAIL LAKE: Can Hire James Wood as Bankruptcy Counsel
QUEBECOR WORLD: Obtains OK to Sell Aircraft for $20.3 Million
QUEBECOR WORLD: Sells European Biz to HHBV for EUR133 Million

RADCO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
RCS-CHANDLER: Has Potential Buyer, Developer Tells Court
RESSLER HARDWOODS: Case Summary & 20 Largest Unsecured Creditors
RIDGEVIEW PROFESSIONAL: Case Summary & Seven Largest Creditors
RITCHIE RISK: Parent Hires Maple Life to Sell $2BB Insurance Line

RIVER BEND: Case Summary & 20 Largest Unsecured Creditors
ROBERT CALDICOTT: Voluntary Chapter 11 Case Summary
SAMUEL RONDA: Case Summary & Eight Largest Unsecured Creditors
SCH DEVELOPMENT: Voluntary Chapter 11 Case Summary
SCOTTISH RE: Financial Uncertainty Cues Fitch to Junk Ratings

SECURITIZED ASSET: Fitch Downgrades Ratings on 23 NIM Notes
SILVERJET PLC: Grounds Planes on Failure to Secure Financing
SIX FLAGS: Stockholders Okay 2008 Stock Option & Incentive Plan
SOLAR COSMETIC: Wants to Hire Shutts & Bowen as Counsel
SOLAR COSMETIC: Files Schedules of Assets and Liabilities

SORIN VI: Moody's Chips Note Ratings on Increased Expected Losses
SOUNDVIEW NET: Fitch Takes Rating Actions on Paydown Performance
SOUTHWEST CHARTER: Case Summary & 20 Largest Unsecured Creditors
STACK 2005-2: Poor Credit Quality Cues Moody's to Junk Ratings
SUNCREST LLC: Allowed Access to Lenders' DIP Loan, Cash Collateral

TEGRANT CORP: S&P Slashes Corporate Credit Rating to CCC+ from B-
TWL CORP: March 31 Balance Sheet Upside-Down by $23,270,319
UAL CORP: Fitch Holds Ratings and Revises Outlook to Negative
US AIRWAYS: Fitch Cuts Ratings After Spike on Crude & Jet Oil Cost
USEC INC: Inks $92 Mil. Manufacturing Contract with Teledyne Brown

VANILLA GORILLA: Voluntary Chapter 11 Case Summary
VERDIER PLANTATION: Case Summary & 29 Largest Unsecured Creditors
VI-JON INC: S&P Holds All Ratings, Changes Outlook to Positive
WARNER MUSIC: S&P Holds 'BB-' Credit Rating, Removes Neg. Watch
WELLS FARGO: Fitch Cuts Rating on $2.8MM Notes to C/DR6 from BB

WENTWORTH ENERGY: Earbs $2,238,452 in 2008 First Quarter
WM ASSET: Fitch Slashes Ratings on Two Classes of Notes to 'C/DR6'

* S&P Says Credit Quality of US Homebuilders Continues to Fall

* AlixPartners Names Frederick Crawford as CEO and Board Member

* BOND PRICING: For the Week of May 26 - May 31, 2008

                             *********


310 BEALE STREET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 310 Beale Street Properties, LLC
        4728 Spottswood
        Memphis, TN 38117

Bankruptcy Case No.: 08-24506

Chapter 11 Petition Date: May 9, 2008

Court: Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: P. Preston Wilson, Esq.
                  Gotten, Wilson, Savory & Beard
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: 901-523-1110
                  Fax: 901-523-1139
                  E-mail: ppwgwsb@bellsouth.net

Estimated Assets: $0 to $50,000

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

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


ACA AQUARIUS: Moody's Junks Rating on $1.266MM Class A1S Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the rating of one class of notes issued
by ACA Aquarius 2006-1, Ltd.  The notes affected by rating action
are as:

Class Description: $1,266,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

The rating action reflects deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee, of an event of default on May 9, 2008 caused by a
failure of the Senior Credit Ratio to be greater than or equal to
100.0 per cent, as described in Section 5.1(h) of the Indenture
dated Sept. 12, 2006.

ACA Aquarius 2006-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  The
rating downgrades taken today reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the
default event.  Because of this uncertainty, the rating assigned
to Class A1S Notes remains on review for possible further action.


ACA CDS: Moody's Lowers Note Rating to B1 from Baa1
---------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by ACA CDS 2006-1A:

Class Description: ACA CDS 2006-1A Tranche Baa1 REF: 181799

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B1

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


ACT ABATEMENT: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: ACT Abatement Corp.
                18 Broadway
                Lawrence, MA 01840

Case Number: 08-41717

Type of Business: The Debtor is an asbestos abatement company.

Involuntary Petition Date: May 29, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Petitioner's Counsel: Gregory A. Geiman, Esq.
                      Segal Roitman, LLP
                      111 Devonshire Street
                      5th Floor
                      Boston, MA 02109
                      Tel: (617) 742-0208
                      Fax: (617) 742-2187
                      ggeiman@segalroitman.com          

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Massachusetts Laborers'        Fringe Benefit            $48,733
Health and Welfare Fund        Contributions

Massachusetts Laborers'        Fringe Benefit            $26,257
Pension Fund                   Contributions

Massachusetts Laborers'        Fringe Benefit            $25,037
Annuity Fund                   Contributions


AES CORP: Gets Consent to Amend Indenture on 8.75% Notes
--------------------------------------------------------
The AES Corporation disclosed that in connection with its tender
offer and consent solicitation, it has received the requisite
consents from the holders of a majority of its outstanding
8.75% Second Priority Senior Secured Notes due 2013 to adopt
certain proposed amendments to the indenture governing the Secured
Notes.

As of 5:00 p.m., New York City time on May 28, 2008,
$341.2 million aggregate principal amount of Secured Notes were
tendered for purchase in the tender offer and the consent
solicitation and consents relating to $314.4 million aggregate
principal amount of Secured Notes were delivered in the consent
solicitation without the related Secured Notes being tendered in
the tender offer.  As a result, the company received consents
representing $655.6 million aggregate principal amount of Secured
Notes or representing approximately 87% of the total outstanding
principal amount of Secured Notes in the consent solicitation.

The company and the trustee for the Secured Notes have entered
into a supplemental indenture in respect of the proposed
amendments which will eliminate many of the restrictive covenants
in the indenture governing the Secured Notes; however, the
proposed amendments will not become operative until the company
has paid the applicable consideration with respect to the Secured
Notes that have been validly tendered and accepted for payment in
accordance with the terms and conditions of the tender offer and
the company has paid the consent fee with respect to all consents
that have been validly delivered prior to the Consent Time in
accordance with the terms and conditions of the consent
solicitation.

In addition to the Secured Notes, as of the Early Tender or
Consent Time, the aggregate principal amount of these series of
the company's senior unsecured notes were validly tendered in the
tender offer: (i) $312.8 million of 9.50% Senior Notes due 2009;
(ii) $207.2 million of 9.375% Senior Notes due 2010; and (iii)
$175.2 million of 8.875% Senior Notes due 2011.

For each series of Notes, AES is offering to purchase, subject to
the Maximum Tender Cap of $377,030,000 aggregate principal amount
for all Notes combined, an aggregate principal amount up to the
Series Tender Cap for such series of Notes.

The amount of each series of Notes that will be purchased in the
tender offer will be based on the Maximum Tender Cap, the Series
Tender Cap and the order of priority for such series of Notes.

   a) Title of Security: 8.75% Second Priority Senior Secured  
                         Notes due 2013
      CUSIP/ISIN Number: 00130HBA2/U0080RAF7
      Aggregate Principal Amount Outstanding: $752,553,000   
      Series Tender Cap: $377,030,000 less Untendered Note
                         Consents(1)
      Acceptance Priority Level: 1
      Tender Offer Consideration(2): $1,020.00   
      Early Tender Premium(2): $20
      Consent Fee(2): $3.75(3)
      Total Consideration(2): $1,043.75

   b) Title of Security: 9.50% Senior Notes due 2009  
      CUSIP/ISIN Number: 00130HAQ8  
      Aggregate Principal Amount Outstanding: $467,308,000
      Series Tender Cap: $240,000,000
      Acceptance Priority Level: 2
      Tender Offer Consideration(2): $1,035.00
      Early Tender Premium(2): $20  
      Consent Fee(2): N/A
      Total Consideration(2): $1,055.00

   c) Title of Security: 9.375% Senior Notes due 2010
      CUSIP/ISIN Number: 00104CAA6
      Aggregate Principal Amount Outstanding: $422,665,000  
      Series Tender Cap: $180,000,000   
      Acceptance Priority Level: 3
      Tender Offer Consideration(2): $1,057.50  
      Early Tender Premium(2): $20  
      Consent Fee(2): N/A   
      Total Consideration(2): $1,077.50

   d) Title of Security:  8.875% Senior Notes due 2011  
      CUSIP/ISIN Number: 00130HAU9   
      Aggregate Principal Amount Outstanding: $306,805,000  
      Series Tender Cap: $120,000,000  
      Acceptance Priority Level: 4
      Tender Offer Consideration(2): $1,045.00   
      Early Tender Premium(2): $20.00   
      Consent Fee(2): N/A   
      Total Consideration(2): $1,065.00

(1) AES is offering to purchase up to $377,030,000 aggregate
    principal amount of its Secured Notes less the aggregate
    principal amount of Secured Notes for which the holders have
    delivered a consent without tendering the related Secured
    Notes in the tender offer, such Consents being referred to
    herein as "Untendered Note Consents".

(2) Per $1,000 principal amount of Notes.

(3) The consent fee will only be paid if the proposed amendments
    become operative.

Withdrawal rights of tendered Notes and revocation of consents
expired at the Early Tender/Consent Time.  The tender offer for
each series of Notes and the consent solicitation will expire at
12:00 midnight, New York City time, on June 11, 2008, unless
extended or earlier terminated, with settlement to occur promptly
thereafter.

Consummation of the tender offer for all series of Notes and the
consent solicitation is subject to the satisfaction or waiver of
certain conditions described more fully in the Offer to Purchase,
but the financing condition and the receipt of the requisite
consents to the proposed amendments described in the Offer to
Purchase have been satisfied.

AES reserves the right, in its sole discretion, to waive or modify
any one or more of the remaining conditions to the tender offer
and the consent solicitation, in whole or in part at any time, or
to terminate or amend the tender offer and consent solicitation
for any reason.

Citi and Lehman Brothers are the Dealer Managers for the tender
offer and the consent solicitation.  Global Bondholder Services
Corporation is acting as the Information Agent and the Depositary.

Persons with questions regarding the tender offer or the consent
solicitation should contact Citi at 800-558-3745 (toll free) or
212-723-6106 (collect) and Lehman Brothers at 800-438-3242 (toll
free) or at 212-528-7581 (collect).

Requests for copies of Offer to Purchase and the Letter of
Transmittal may be directed to Global Bondholder Services
Corporation at (866) 873-7700 (toll free) or (212) 430-3774.

                      About AES Corporation

Headquartered in Arlington, Virginia, AES Corporation --
http://www.aes.com/-- a power company, operates in South America,  
Europe, Africa, Asia and the Caribbean countries.  Generating
44,000 megawatts of electricity through 124 power facilities, the
company delivers electricity through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve
1.2 million customers and generation plants in the Czech Republic
and Hungary.  AES is also the company in biomass conversion in
Hungary, generating 37% of the nation's total renewable generation
in 2004.

                           *   *   *

As reported in the Troubled Company Reporter on May 16, 2008,
Moody's Investors Service assigned a B1 rating to The AES
Corporation's proposed issuance of $600 million senior unsecured
notes due 2020.  In addition, Moody's has affirmed the ratings of
AES, including the company's Corporate Family Rating at B1, its
Probability of Default Rating at B1, its senior secured credit
facilities at Ba1, its second priority senior secured notes at
Ba3, its senior unsecured notes at B1 and its trust preferred
securities at B3.  The rating outlook for AES is stable.


AFC ENTERPRISES: April 20 Balance Sheet Upside-Down by $51 Million
------------------------------------------------------------------
AFC Enterprises Inc.'s balance sheet at April 20, 2008, showed
total assets of $146.2 million and total liabilities of
$196.8 million resulting in a total shareholders' deficit of
$50.6 million.

AFC reported net income of $6.4 million for first quarter ended
April 20, 2008, compared to $6.4 million last year.  Excluding the
pre-tax impact of $1.3 million from other non-operating income,
net income would have been $5.6 million.

The company repurchased 2.1 million shares of common stock for
$16.6 million.  During the quarter, the company entered into a
$15 million accelerated stock repurchase program to take advantage
of market conditions, and retired 2.0 million shares of common
stock pursuant to this program.

The company is continuing to identify experienced and qualified
franchisees to purchase the company-operated restaurants as part
of its new strategic initiative.

Net income was $6.4 million, or $0.24 per diluted share, compared
to $6.4 million, or $0.22 per diluted share, last year. Net income
in the first quarter benefited by approximately $0.03 per diluted
share from other income.

The company's free cash flow remains strong at $8.8 million
compared to $7.8 million last year.

During the first quarter, the company repurchased 2.1 million
shares of common stock for $16.6 million.  This amount included
$15 million related to the company's accelerated stock repurchase
program which commenced on March 12, 2008.

Under the terms of its current credit facility, the company has
the ability to repurchase an additional $21.6 million of shares
during fiscal year 2008.  As of May 16, 2008, there were
approximately 25.2 million shares of the company's common stock
outstanding.

The company is continuing to identify experienced and qualified
franchisees to purchase the company-operated restaurants as part
of its new strategic initiative.  

                   About AFC Enterprises Inc.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. --
http://www.afce.com/-- owns, operates and franchises Popeyes
Chicken & Biscuits quick service restaurants.  As of July 15,
2007, AFC owned and operated 61 restaurants and franchised 1,817
restaurants in 44 states, the District of Columbia, Puerto Rico,
Guam and 23 foreign countries.  The Popeyes concept features a New
Orleans Cajun-style menu, with regional items such as spicy fried
chicken pieces, chicken sandwiches and strips, fried shrimp,
jambalaya and red beans & rice.


ALCATEL-LUCENT: To Lay Off More Employees Under Merger
------------------------------------------------------
An undisclosed number of Alcatel-Lucent employees were laid off on
May 29 as part of Lucent Technologies Inc. merger with French
company Alcatel, Naperville Sun reports.

The report cites Denise Panyik-Dale, a company spokesperson as
saying: "As a background, it wasn't a large amount.  We generally
don't give out numbers."

The report adds that the 2006 Lucent-Alcatel merger agreement
included the combination of the companies' productions, 88,000
employees and phone customers.  The company disclosed that as part
of the restructuring, 16,500 employees will be laid off across the
country, the report relates.  

About 2,000 of the Lucent employees had left the company's Lisle
office to work across the street in Naperville, the report says.  
The move will consolidate 4,100 employees and contractors in the
Naperville office, Naperville Sun says.

                     About Alcatel-Lucent
  
Headquartered in Paris, Alcatel-Lucent -- http://www.alcatel-   
lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that
enable service providers, enterprises and governments, to deliver
voice, data and video communication services to end users.  It
offers end-to-end solutions that enable communications services
for residential, business and mobile customers. It has operations
in more than 130 countries Alcatel-Lucent is organized around
three business groups and four geographic regions.  The Wireless,
Wireline and Convergence groups, which make up the Carrier
Business Group, are dedicated to serving the needs of the world's
service providers.  The Enterprise Business Group focuses on
meeting the needs of business customers.  The Services Business
Group designs, deploys, manages and maintains networks worldwide.
The Company's geographic regions are Europe and North, Europe and
South, North America, and Asia-Pacific.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
to date with a stable outlook.


ALLEN-VANGUARD: Moody's Assigns B1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Allen-
Vanguard Corporation of B1 corporate family, B1 senior secured and
B2 probability of default.  The rating outlook is stable.

These ratings have been assigned:

  -- Corporate family rating at B1
  -- Probability of default rating at B2
  -- C$250 million Senior secured credit facilities at B1
     (LGD3, 31%) consisting of a C$50 million revolving facility
     and a C$200 million term facility

  -- Outlook: Stable

AVC's B1 corporate family rating is significantly influenced by
the sizeable execution risks associated with the company's plans
to replace an expected reduction in Chameleon electronic counter-
measure procurement revenues with related sources which have a
comparably limited track record.  Specifically, while AVC's
business model contemplates strong recurring revenues from ongoing
upgrades and maintenance of its installed base of Chameleon
jammers, Moody's remains somewhat cautious with respect to the
timing and magnitude of related revenues that may result.

Additionally, the rating considers that AVC's plans to measurably
increase sales of improvised explosive device jammers to
international customers and generate new revenue streams from next
generation ECM technologies could take longer than expected to
materialize.

The rating acknowledges the expected ramp up of the Symphony ECM
program.  As well, the company's strong portfolio of personal
protection and services businesses should enable growth rates
modestly in excess of historical trends in those business lines.  
Furthermore, the rating favorably considers the company's good
competitive position, reasonable entry barriers and the mission
critical nature of the bulk of its product offerings.  However
Moody's believes the risks associated with the transition of the
company's revenue base and susceptibility to periodic delays of
Government orders are compounded by AVC's relatively small scale
and lack of surplus cash balances resulting in a thin, albeit
currently adequate liquidity profile.  

These elements overshadow several characteristics that are
representative of a higher rated credit, including the company's
relatively conservative capital structure, expectations for strong
levels of near term profitability and resulting good levels of
expected free cash flow.

The stable outlook incorporates Moody's expectation that AVC's
strong competitive position and initial favorable key credit
ratios provide a meaningful offset to the potential for some
variability of results going forward.

Headquartered in Ottawa, Canada, Allen-Vanguard Corporation is a
defense contractor.  Revenues during the twelve months ending
March 31, 2008 were C$294 million.


ALTA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alta Construction, Inc.
        1985 Spring Rose Road
        Madison, Wisconsin 53593

Bankruptcy Case No.: 08-12693

Type of Business: The Debtor engages in real estate development.
                  See: http://altaconstruct.com/

Chapter 11 Petition Date: May 29, 2008

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtors' Counsel: Albert Solochek, Esq.
                   (alsolochek@hswmke.com)
                  Howard, Solochek & Weber, S.C.
                  324 E. Wisconsin Avenue, Suite 1100
                  Milwaukee, Wisconsin 53202
                  Tel: (414) 272-0760

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

Estimated Debts:  $1 million to $10 million

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

         http://bankrupt.com/misc/wiwb08-12693.pdf
                       

ALTRA INDUSTRIAL: S&P Lifts Rating to B+ on Strong Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Altra
Industrial Motion Inc., including its corporate credit rating to
'B+' from 'B'.  The outlook has been revised to stable.
      
"The upgrade reflects Altra's strong operating performance and
improving credit measures," said Standard & Poor's credit analyst
Sarah Wyeth.  The manufacturer of mechanical power transmission
products appears to be on track in integrating recent
acquisitions, and end markets have been fairly healthy.
     
The speculative-grade ratings on Quincy, Massachusetts-based Altra
reflect its vulnerable business risk profile and highly leveraged
financial profile.  The ratings also reflect the company's weak
margins and the industry's fragmented, cyclical, and highly
competitive nature.  However, the ratings also take into account
the company's leading positions in niche segments, strong brand
names, and good customer, geographic, and end-market diversity.
     
S&P could revise the outlook to negative or lower the ratings if a
downturn meaningfully erodes operating performance or if the
company pursues large, debt-financed acquisitions.  A positive
rating action would require marked improvement of the business
profile.


AMERICAN AXLE: S&P Trims Rating After United Auto Workers Strike
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on American Axle Manufacturing & Holdings Inc. to 'BB-'
from 'BB' and removed the ratings from CreditWatch with negative
implications, where they were placed on March 17, 2008, as a
result of the United Auto Workers strike.  The outlook is
negative.

At the same time, Standard & Poor's lowered its issue-level
ratings on Detroit-based Axle's unsecured debt to 'BB-' from 'BB'
and assigned a recovery rating of '3' to this debt, indicating an
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  The assignment of recovery ratings reflects the
extension of S&P's recovery methodology to all speculative-grade
unsecured debt issues.
      
"The downgrade and negative outlook reflect our view that Axle's
credit measures will deteriorate in the face of very challenging
North American auto sector conditions in 2008 and, quite likely,
2009," said Standard & Poor's credit analyst Lawrence Orlowski.
     
S&P expect 2008 to be a weak year for Axle's sales and
profitability because of the impact of the strike on first- and
second-quarter results, lower light truck production volumes from
GM in the third and fourth quarters, and costs associated with
employee buyout and wage reduction programs.  EBITDA margins may
fall to single-digit levels in 2008, but S&P expect some
improvement in 2009 as the company begins to realize some cost
savings from the new contract and work force reductions.  

However, if EBITDA margins do not improve to more than 10% in
2009, S&P believe free operating cash flow will remain negative in
2009, which could prompt us to lower the rating.  Prior to 2009, a
downgrade would likely be triggered by any reduction in Axle's
liquidity, such as a substantial depletion in borrowing
availability under its revolving facility or concerns about
forward covenants.  On the other hand, S&P could adjust its
outlook to stable if Axle capitalizes on cost savings and industry
conditions improve.


AMERICAN AXLE: Agreement with UAW Won't Affect Fitch's 'BB' Rating
------------------------------------------------------------------
The recent agreement between American Axle and the United Auto
Workers does not affect the current rating or Outlook of American
Axle (Issuer Default Rating [IDR] 'BB', Rating Outlook Stable by
Fitch).  The contract materially improves American Axle's long-
term competitive position through reductions in wage and benefits
at AXL's hourly workforce, although the costs will weigh on the
company's near term balance sheet and cash flow performance.

Lower capital expenditures associated with the completion of the
GMT-900 product launch affords AXL the flexibility to absorb the
heavy costs of the employee buyout programs.  In addition, the
$215 million in funding provided by General Motors will alleviate
the total cost to AXL.  However, AXL's operating cash flow will
continue to suffer from the severe production decline expected in
its key platforms -- GM's pickups and SUV's.  AXL continues to
diversify its operations on a product, customer and geographic
basis, but diversification away from GM's North American
operations will only occur on a gradual basis.

The Stable Outlook reflects Fitch's view that AXL's relatively
healthy margin performance, liquidity position, and continued
realization of restructuring benefits will allow the company to
weather material near term unit volume declines, high commodity
costs and cash restructuring costs.  Liquidity at March 31, 2008
included $315.5 million in cash, plus availability of
$572.3 million under the company's revolving credit agreement and
$101.7 million under the company's foreign credit facilities.

Liquidity in the second quarter will likely decline due to working
capital use due to issues related to the strike, but Fitch expects
AXL will continue to have sufficient liquidity to support the
ratings and Outlook.  Over the longer term, cash savings from the
company's migrating manufacturing footprint and the revisions to
the company's pension and health care costs provide comfort that
the company's backlog will translate into adequate margin
performance.

Fitch's existing ratings for AXL are:

American Axle & Manufacturing Holdings, Inc.
  -- IDR 'BB'.

American Axle & Manufacturing, Inc.
  -- IDR 'BB';
  -- Senior unsecured notes 'BB';
  -- Senior unsecured credit facility 'BB'.


AMPEX CORP: Panel Says Plan Is Defective, Wants Full Disclosure
---------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
Disclosure Statement dated May 9, 2008, explaining the Amended
Joint Chapter 11 Plan of Reorganization proposed by Ampex
Corporation and its debtor-affiliates.

The Committee says the Disclosure Statement does not contain
information sufficient for the general unsecured creditors,
comprised of trade creditors and individuals with supplemental
retirement plan claims, to determine whether the Chapter 11 plan
is favorable to them.

The Plan provides substantial value to the employees' retirement
plan and the Quantegy Media Corporation retirement plan, but
leaves general unsecured creditors with minority equity share in
the reorganized Ampex, the Committee explains.

As a result, the Committee is currently conducting due diligence
regarding certain plan-related issues.

The Committee asks the Court to deny approval of the Debtors'
Disclosure Statement.

The Court will hold a hearing for June 11, 2008, to consider the
adequacy of the Debtors' Disclosure Statement.

                      Overview of the Plan

As reported in the Troubled Company Reporter on May 15, 2008, the
Plan will enable the Debtors to continue their business
operations without the possibility of a subsequent liquidation
or further financial reorganization.  

The Debtors' financial advisors, Conway Mackenzie & Dunleavy,
estimates the Debtors' total enterprise value at at least
$79 million by June 30, 2008.  The enterprise value is based on an
aggregation of individual identifiable assets providing cash flow
streams.

Under the Plan, the Debtors' pension plans will not be terminated.  
The Debtor will continue to fund the plans in accordance with the
minimum financing standards under the Internal Revenue Code and
the Employee Retirement Income Security Act of 1974.  The Debtors
anticipate making pension plan contributions of at least
$52,900,000 by 2013.

                        Credit Agreement

Hillside Capital Incorporated and its affiliates will provide
$25 million in loan to the Debtors.  The loan will bear interest
at 10% per annum.  To secure the loan obligation,  Hillside is
entitled to a second priority and subordinate lien on
substantially all assets of the Debtors.

                Treatment of Claims and Interests

The Plan groups claims against and interests in the Debtors in
eight classes:

              Type of                      Estimated   Estimated
Class         Claims           Treatment   Amount      recovery
-----         -------          ---------   ---------   ---------
unclassified  Administrative               $100,000    100%
               Expense Claims

unclassified  Fee Claims                   $2,900,000  100%

unclassified  Priority Tax                 $200,000    100%
               Claims

1             Priority Non-    unimpaired  $0          100%
               Tax Claims

2             Senior Secured   impaired    $6,900,000  100%
               Note Claims

3             Other Secured    unimpaired  $0          100%
               Claims

4             Hillside         impaired    $11,000,000 100%
               Secured
               Claims

5             General          impaired    $51,600,000 10%
               Unsecured
               Claims

6             Existing Common  impaired    $0          0%
               Stock

7             Existing         impaired    $0          0%
               Securities       
               Laws Claims

8             Other Existing   impaired    $0          0%
               Interests

A full-text copy of the Amended Joint Chapter 11 Plan of
Reorganization is available for free at:

              http://ResearchArchives.com/t/s?2be6

A full-text copy of the Amended Disclosure Statement is available
for free at:

              http://ResearchArchives.com/t/s?2be8

                         About Ampex

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual       
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
$9,770,089 and total debts of $82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


ARTHUR KHATCHADRIAN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Arthur Khatchadrian
        1140 Paxon Hollow Road
        Media, PA 19063

Bankruptcy Case No.: 08-13195

Chapter 11 Petition Date: May 16, 2008

Court:  Eastern District of Pennsylvania (Philadelphia)

Judge:  The Hon. Diane W. Sigmund

Debtors' Counsel: David H. Lang, Esq.
                  Michael FX Gillin and Assoc PC
                  230 North Monroe Street
                  Media, PA 19063
                  Tel: (610) 565-2211
                  Fax: (610) 565-1846
                  E-mail: dlang@gillinlawoffice.com

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

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

The Debtor did not file a list of its largest unsecured creditors
that are not insiders together with its petition.


ASARCO LLC: AMC and Grupo Mexico Cry Foul on Fraud Accusations
--------------------------------------------------------------
Americas Mining Corporation and Grupo Mexico S.A.B. de C.V. denies
accusations coming from ASARCO LLC and its debtor-affiliates
alleging that the two companies, in order to render unobtainable
to ASARCO's creditors the real value of ASARCO's ownership
interest in Southern Copper Corporation, sold that interest at a
discount.

       Transfer of SPCC Shares is Avoidable, ASARCO Insists

G. Irvin Terrell, Esq., at Baker Botts, L.L.P., in Houston,
Texas, on behalf of ASARCO LLC, asserted that under the Delaware
Uniform Fraudulent Transfer Act, the transfer of ASARCO's 54.2%
ownership interest in Southern Copper is avoidable if in planning,
directing, carrying out the transfer, Americas Mining and Grupo
Mexico intended to "hinder, delay, or defraud" any of ASARCO's
creditors.

ASARCO argued before the Honorable Mark Hanen of the U.S. District
Court for the Southern District of Texas in a public trial that
Americas Mining and Grupo Mexico forced it to sell its ownership
interest in SPCC at a discount so its value will not be used to
pay the billions of dollars in environmental and asbestos claims.  

ASARCO is seeking to recover more than $10,500,000,000, from
Americas Mining and Grupo Mexico in the form of the return of its
SPCC Shares and $1,700,000,000 in dividends Americas Mining has
collected from SPCC.  As of May 19, 2008, shares of SPCC Common
Stock trades at $116.35 per share.  About 294,465,650 shares of
SPCC common stock remain outstanding as of Jan. 31, 2008.

According to Mr. Terrell, recoveries from the lawsuit will be
used to fund ASARCO's environmental clean-up responsibilities,
the Associated Press reported.  As of January 2007, ASARCO is
plagued by more than $6,000,000,000 in environmental claims.

A full-text copy of ASARCO's trial brief is available at no
charge at http://researcharchives.com/t/s?2d02

               Americas Mining Denies Accusations

Americas Mining and Grupo Mexico deny ASARCO's accusations.  On
behalf of Americas Mining and Grupo Mexico, Brian Antweil, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York, tells Judge
Hanen that ASARCO's financial troubles, which led it to
bankruptcy, stemmed from a labor strike, rising operating costs,
and depressed copper prices.

Americas Mining and Grupo Mexico also assert that ASARCO does not
have a stand to bring the fraudulent transfer lawsuit on behalf
of its creditors.  Mr. Antweil notes that neither ASARCO nor its
creditors commenced litigation to avoid the initial transfer of
the SPCC Shares in 1999 by Southern Peru Holdings Corporation
within the applicable limitations period.  By failing to
challenge the transfer, ASARCO's creditors effectively divested
themselves of the fraudulent transfer claim, he argues.  Under
the applicable Delaware law, ASARCO cannot prevail on its alter
ego claim and therefore has no standing to pursue the fraudulent
transfer claims, Mr. Antweil maintains.  

According to the Associated Press, Mr. Antweil told Judge Hanen
that German Larrea, owner of Grupo Mexico, is "a businessman
struggling through a downturn in copper prices" and that his
"biggest mistake in life was allowing ASARCO to file for
bankruptcy."  ASARCO sold its SPCC Shares to Americas Mining and
Grupo Mexico because it was desperate for cash, The Dallas News
quoted Mr. Antweil.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: To Sell Operating Assets for $2.6 Bil. to Vedanta
-------------------------------------------------------------
Sterlite Industries (India) Limited, a subsidiary of Vedanta
Resources plc, the London-based FTSE 100 metal and mining group,
and ASARCO LLC, a Tucson-based mining, smelting and refining
company, signed a definitive agreement for the sale to Sterlite of
substantially all the operating assets of Asarco for
$2,600,000,000 in cash.  The agreement is subject to the approval
of the U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, and the sale will conclude Asarco's
Chapter 11 case.

Asarco, formerly known as American Smelting and Refining Company,
is an over 100 year old company and is currently the third largest
copper producer in the United States of America.  It produced
235,000 tonnes of refined copper in 2007.  Asarco's mines
currently have estimated reserves of approximately 5,000,000
tonnes of contained copper.  For the year ended 31 December 2007,
Asarco had total revenues of approximately $1,900,000,000.

The asset acquisition will be financed by Sterlite through a mix
of debt and existing cash resources.

The integrated assets to be acquired include three open-pit copper
mines and a copper smelter in Arizona, US and a copper refinery,
rod and cake plant and precious metals plant in Texas.

The asset acquisition is on a cash free and debt free basis.  
Sterlite will assume operating liabilities but not legacy
liabilities for asbestos and environmental claims for ceased
operations.

"We are delighted to have reached agreement on this important
acquisition, which is a significant milestone for our Group," said
Mr Anil Agarwal, Chairman, Sterlite.  "This is in line with our
stated strategy of leveraging our established skills."

"We are extremely pleased with this agreement," said Asarco's
President and Chief Executive Officer, Joseph F. Lapinsky.  
"Reaching this agreement with a world class mining company is a
giant step forward in our quest to successfully emerge from
Chapter 11," he said.  "The sale will achieve the overall best
value for Asarco, its employees, creditors and the local
communities in which we operate."

Asarco is a logical and strategic fit with Sterlite's existing
copper business and is expected to create significant long term
value for all stakeholders through:

   -- Leveraging Sterlite's proven operational and project skills
      to develop and optimise Asarco's mines and plants;

   -- Access to attractive mining assets with long life;

   -- Geographic diversification in the North American market; and

   -- Stable operating and financial platform for Asarco.

The sale agreement resulted from a plan sponsor selection process
in which Sterlite and several other entities participated over
many months.  Bidders submitted offers in late April and the
selection of the highest and best bid occurred on Friday, 23 May
2008.

ASARCO officials did not disclose the entities that submitted bids
by the April 30, 2008 deadline, but The Arizona Republic said
other bidders could have included ASARCO's largest bondholder
Harbinger Capital Partners and Citigroup Global Markets, Swiss
mining company Glencore International AG, and ASARCO's parent
Grupo Mexico S.A.B. de C.V.

According to Reuters, ASARCO's counsel, Jack Kinzie, Esq., at
Baker Botts, L.L.P., had said he "was encouraged by the bids."

According to Debtwire.com, a vigorous bidding process for ASARCO
could yield valuations as high as seven times the company's
$584,000,000 EBITDA, garnering a price of about $4,100,000,000.

The selection process carefully followed a procedure supported by
Asarco's creditors and approved by the U.S. Bankruptcy Court for
the Southern District of Texas.  An independent court-appointed
examiner also closely observed the bidding process.

Representatives of Grupo Mexico have said it will challenge the
sale.

The Wall Street Journal noted that foreign mining and metal
companies are currently going strong in claiming ailing U.S.
corporations.

ABN AMRO Corporate Finance, a part of the RBS Group, acted as
financial advisor and Shearman & Sterling acted as legal advisor
to Sterlite in this transaction.

Lehman Brothers acted as financial advisor and Baker Botts acted
as legal advisor to Asarco in this transaction.

                   About Vedanta Resources plc

Vedanta Resources plc is a London listed FTSE 100 diversified
metals and mining major.  The group produces aluminium, copper,
zinc, lead, iron ore and commercial energy. Vedanta has operations
in India, Zambia and Australia and a strong organic growth
pipeline of projects.  With a pool of 29,000 employees globally,
Vedanta places strong emphasis on partnering with all its
stakeholders based on the core values of entrepreneurship,
excellence, trust, inclusiveness and growth.  On the Net:
http://www.vedantaresources.com/

                          About ASARCO

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

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

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

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

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


ASARCO LLC: Asarco Inc. Seeks Docs Related to Bidding Process
-------------------------------------------------------------
Asarco Incorporated asks the U.S. Bankruptcy Court for the
Southern District of Texas to compel ASARCO LLC to produce
documents that relate primarily to the use of the bid procedures
in the plan sponsor selection process, to help Asarco Inc.
determine:

   (a) the manner in which bidders were invited to the Plan
       Sponsor Selection Meeting;

   (b) whether the bid of the Successful Bidder maximizes the
       value of ASARCO LLC's estate for its stakeholders; and

   (c) whether the grant of any break-up fee or the approval of
       the "no-shop" provision is warranted.  

The requested documents include all documents concerning the
Successful Bidder, the Parent Bid, the Parent Offers, the award
of a break-up fee to the Successful Bidder, the consideration of
all bids, the yield to ASARCO LLC's stakeholders of the sale of
substantially all of its assets pursuant to the final bid of the
Successful Bidder, and the yield to ASARCO LLC's stakeholders
pursuant to the terms of the Parent Bid.

Asarco Inc. submitted a plan proposal on April 30, 2008, as its
bid in connection with the Interim Bid Procedures Order.  Asarco
Inc. says in the event that (i) it is not invited to the Plan
Sponsor Selection Meeting, or (ii) it is not selected by ASARCO
LLC as the Successful Bidder, it will challenge ASARCO LLC's
actions with respect to the sale of its assets and the plan
sponsor selection procedures.

The Debtors have signed a definitive agreement to sell its
operating assets to Sterlite Industries (India) Limited, a
subsidiary of Vedanta Resources plc, the London-based FTSE 100
metal and mining group, for $2,600,000,000 in cash.

ASARCO officials did not disclose the entities that submitted bids
by the April 30, 2008 deadline, but The Arizona Republic said
other bidders could have included ASARCO's largest bondholder
Harbinger Capital Partners and Citigroup Global Markets, Swiss
mining company Glencore International AG, and ASARCO's parent
Grupo Mexico S.A.B. de C.V.

According to Reuters, ASARCO's counsel, Jack Kinzie, Esq., at
Baker Botts, L.L.P., had said he "was encouraged by the bids."

According to Debtwire.com, a vigorous bidding process for ASARCO
could yield valuations as high as seven times the company's
$584,000,000 EBITDA, garnering a price of about $4,100,000,000.

A story on the sale is reported in today's Troubled Company
Reporter.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASCENSION LOAN: Moody's Assigns Ba2 Rating to $60MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Ascension Loan Vehicle LLC, USD Series 2008-1.

  -- Aaa to the U.S. $1,140,000,000 Class A Senior Term Notes Due
     2022;

  -- Aa2 to the U.S. $160,000,000 Class B Senior Term Notes Due
     2022;

  -- A2 to the U.S. $180,000,000 Class C Deferrable Mezzanine Term
     Notes Due 2022;

  -- Baa2 to the U.S. $60,000,000 Class D Deferrable Mezzanine
     Term Notes Due 2022;

  -- Ba2 to the U.S. $60,000,000 Class E Deferrable Junior Term
     Notes Due 2022 Notes.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of primarily Senior
Secured Loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Morgan Stanley & Co. Incorporated will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


ASSOCIATED PRINTING: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Associated Printing Professionals, Inc.
        2041 E. Texas Street
        Bossier City, LA 71111

Bankruptcy Case No.: 08-11402

Chapter 11 Petition Date: May 21, 2008

Court:  Western District of Louisiana (Shreveport)

Judge:  Stephen V. Callaway

Debtors' Counsel:  John S. Hodge
                   P. O. Box 21990
                   Shreveport, LA 71120-1990
                   Tel: (318) 226-9100
                   Fax: (318) 424-5128
                   E-mail: jhodge@wwmlaw.com

                   Robert W. Raley
                   290 Benton Road Spur
                   Bossier City, LA 71111
                   Tel: (318) 747-2230
                   Fax: (318) 747-0106
                   E-mail: rraley52@bellsouth.net

Total assets:   $3,823,635

Total debts:    $1,170,746

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

   http://bankrupt.com/misc/lawb08-11402.pdf


ATM OUTSOURCES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor:  ATM Outsources Inc.
         18 NE 53rd St.
         Oklahoma City, OK 73105

Bankruptcy Case No.: 08-12009

Chapter 11 Petition Date: May 16, 2008

Court:  Western District of Oklahoma (Oklahoma City)

Judge:  T.M. Weaver

Debtors' Counsel:  J. Michael Sherrod
                   Sherrod Law Firm
                   209 South Crawford
                   Norman, OK 73069
                   Tel: (405) 701-1602

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

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

The Debtor's largest unsecured creditor:

   Creditor                     Nature of Claim      Amount
   --------                     ---------------      ------
   Stillwater National Bank     contract           $250,000
   608 South Main
   Stillwater, OK
   74074


AVALON RE: S&P Says Junked Notes Maturity Date Moved to September
-----------------------------------------------------------------
Standard & Poor's Ratings Services commented on Avalon Re Ltd.
     
The maturity date on Avalon Re's Class B (rated 'CCC') and Class C
(rated 'CC') notes has been extended to Sept. 8, 2008, from June
6, 2008.  Under the terms of the reinsurance agreement between
Avalon Re and Oil Casualty Insurance Ltd. (OCIL; BBB+/Stable/--),
the ceding insurer, the notes can be extended for up to eight
consecutive three-month periods, subject to certain net loss
thresholds being reached.  OCIL has submitted an extension
verification report confirming the net losses to Avalon Re are
estimated to be equal to or greater than 75% of the applicable
trigger amount, so an extension event has occurred.  The result is
that the notes have been extended for three months, and investors
in each class will receive interest at a rate equal to three-month
US$ LIBOR plus 10 basis points.
     
S&P lowered the rating on the Class C notes on April 11, 2008,
following notification that the steam pipe explosion that occurred
in New York City on July 18, 2007, would be a covered event under
the terms of the reinsurance agreement between Avalon Re and OCIL.
     
To date, Avalon Re has experienced $297 million of covered losses
because of Hurricane Katrina and the explosion at the Buncefield
oil depot.  This leaves only $3 million of covered losses that
could be incurred prior to any losses being borne by the Class C
noteholders.  The covered loss report OCIL submitted indicated
that losses could be as high as $50 million, though there is the
potential there could be an additional $15 million of losses from
this event.  S&P don't expect the final determination of the loss
payment to occur in the near future.
     
Standard & Poor's has been told that there are currently no claims
under review that are expected to cause additional losses to
Avalon Re.
     
Avalon Re is a special-purpose reinsurance company that issued
three notes of $135 million each that cover successive layers of
reinsurance to OCIL.  The notes afford OCIL protection for three
years against cumulative worldwide excess general liability
exposures, including general liability risk such as third-party
bodily injury or property damage.


BEAR STEARNS: District Court Bars Funds' Liquidation in Cayman
--------------------------------------------------------------
Simon Lovell Clayton Whicker and Kristen Beighton, as joint
official liquidators and foreign representatives for Bear Stearns
High-Grade Structured Credit Strategies Master Fund, Ltd., and
Bear Stearns High-Grade Structured Credit Enhanced Leverage
Master Fund, Ltd., lost in their appeal to have the Funds
liquidated in the Cayman Islands rather than in the United
States.

The Hon. Robert Sweet of the U.S. District Court for the Southern
District of New York affirmed the decision of the Hon. Robert
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York denying the Liquidators' petition for recognition of the
Bear Stearns Funds' liquidation proceedings in the Cayman Islands
as main or non-main foreign proceeding under Chapter 15 of the
U.S. Bankruptcy Code.

Judge Sweet, in a 35-page ruling, affirmed Judge Lifland's ruling
that each of the Funds' "center of main interests" was actually in
the United States.  Judge Sweet held that:

   -- both Funds are registered as "exempted" companies under
      Cayman Islands law, which allows qualifying companies to
      trade in the Cayman Islands provided the companies seek to
      further business outside of the Cayman Islands and not      
      compete with local businesses;

   -- the Funds were established to attract sophisticated
      investors who understood and were willing to accept the
      risk of loss attendant to high income and capital
      appreciation investments;

   -- the High-Grade Fund's only investors were three "feeder
      funds," two of which were registered in the Cayman Islands
      and one was a U.S. entity;

   -- the Enhanced Fund only had one investor, a large financial
      institution based in the United Kingdom; and

   -- the creditor constituency of both Funds consists of less
      than 20 large international financial institutions.

Judge Sweet further noted that the Funds do not have any
employees or managers in the Cayman Islands.  Bear Stearns Asset
Management, Inc., the Funds' investment manager, is located in
New York.  PFPC, Inc. (Delaware), the administrator that runs the
back office operations of both Funds, is also in the United
States along with the Funds' books and records.  Judge Sweet
acknowledged that before the Funds commenced their liquidation
proceedings in the Cayman Islands, all of their liquid assets
were located in the United States.

The District Court held that although two of the three investors
in the High-Grade Fund are registered Cayman Islands companies,
one of the Liquidators testified that both investors are Bear
Stearns entities, which appear to have the same minimum Cayman
Islands profile as the Funds.  To demonstrate the Funds'
substantial connections to the Cayman Islands, the Liquidators
asserted a number of arguments, including the contention that
most of the Funds' remaining liquid assets are in bank accounts
in the Cayman Islands and that two of the Funds' directors
resided in the Cayman Islands.  Judge Sweet, however, opined that
the Liquidators' arguments were all for naught.

The Bankruptcy Court discovered that the Funds' assets were
maintained in their accounts with their prime broker in the
United States before they filed their Chapter 15 petition on
July 31, 2007.  Judge Sweet found that after the Funds' Chapter
15 filing, some of the Funds' "millions of dollars in cash" were
directed to accounts in the Cayman Islands instead of their usual
destination in the United States.

The Bankruptcy Court also found that the two directors of the
Funds have not been shown to have had any substantial involvement
in the business of the Funds.  Judge Sweet noted that at the time
of the Chapter 15 petition, there were no assets of the Funds in
the Cayman Islands.

Thus, the District Court affirmed that Judge Lifland:

   (i) correctly held that the Section 1516(c) presumption
       arising from incorporation has been rebutted by
       unchallenged facts; and

  (ii) properly concluded that the Funds' center of main interest
       is New York.  

The lack of objection to the Funds' Chapter 15 petition may
result from any number of considerations, unknown to the courts
but subject to any assumption, Judge Sweet noted.  That absence
though, he said, does not relieve the bankruptcy court of its
duty to apply the statue as written.  

In addition, Judge Sweet opined that evidence submitted by the
Liquidators after the January 16, 2008 hearing on the Appeals is
inadmissible.  The Liquidators submitted to the District Court
evidence that two directors based in the Cayman Islands were
required to approve certain transactions with the Funds, but
Judge Sweet found that no evidence was adduced that the
requirement was fulfilled in fact or amounted to more than a pro
forma technicality.

The Funds, which invested heavily in collateralized loans backed
by U.S. subprime mortgages, commenced liquidation proceedings in
the Cayman Islands on July 30, 2007.  The next day, the Funds,
through the Liquidators, filed a Chapter 15 Petition in the U.S.
Southern New York Bankruptcy Court to protect their assets in the
United States.  On August 30, Judge Lifland denied the Funds'
Chapter 15 Petition ruling that they are U.S.-based.  The Funds
subsequently appealed the August 30 decision.  District Court
Judge Sweet, in January 2008, postponed ruling on the Appeal.

Judge Sweet called Judge Lifland's August 30 decision as
"excellently crafted."  Judge Sweet also said in his ruling that
"[t]he process by which the financial problems of insolvent hedge
funds are resolved appears to be of transcendent importance to
the investment community and perhaps even to the society at
large."

A full-text copy of 36-page District Court Opinion is available
for free at http://ResearchArchives.com/t/s?2cf2

               Parties React to Affirmation Ruling

Chapter 15 protection would have allowed the Funds to continue to
liquidate in the Cayman Islands while giving protection of their
U.S.-based assets.  Jay Westbrook, one of the co-authors of
Chapter 15, said Judge Sweet's ruling is "likely to stop
companies based in 'haven countries' for tax or secrecy reasons
from attempting to seek protection under Chapter 15," Bloomberg
News said.  LawAndTax-News.com said legal experts expect Judge
Sweet's ruling "[to] have a substantial impact on the future
bankruptcy cases where investment funds are based offshore.    
[T]here are fears that [Judge Sweet's ruling] could deter funds
from registering in offshore jurisdictions like the Cayman
Islands, which is home to about 8,000 hedge funds," LawAndTax-
News.com added.

Bracewell & Guiliani contended, in an opinion posted at its Web
site, that Judge Lifland's and Judge Sweet's opinions about the
Funds are wrong.  The law firm said it is not clear whether the
error belongs in the two court's interpretation of Chapter 15 or
in the Chapter 15 statute itself.  The law firm pointed out that
"it is a particular irony that Chapter 15 stands in stark
contrast to U.S. law regarding eligibility of foreign debtors to
be the subject of plenary Chapter 11 or Chapter 7 proceedings."

Bracewell & Guiliani said it hopes the Liquidators will pursue an
appeal of Judge Sweet's decision to the Second Circuit Court of
appeals.  The law firm further suggested that Chapter 15 be
amended to make clear that an insolvency proceeding in a debtor's
place of incorporation is eligible for discretionary Chapter 15
relief.  The law firm also urged the Cayman Islands legislators
to clarify the fund registration statutes to detail the specific
local economic activities a fund can properly engage in without
running afoul of the general policy that the funds should not be
competing directly with local businesses.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEDROCK MANAGED SVCS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor:  Bedrock Managed Services and Consulting, Inc.
         2800 Royal Avenue
         Suite 204
         Madison, WI 53713

Bankruptcy Case No.: 08-12625

Chapter 11 Petition Date: May 23, 2008

Court:  Western District of Wisconsin (Madison)

Judge:  Chief Judge Robert D. Martin

Debtors' Counsel:  J. David Krekeler
                   15 N. Pinckney Street
                   P.O. Box 828
                   Madison, WI 53701-0828
                   Tel: (608) 258-8555
                   E-mail: jdkrek@ks-lawfirm.com

Estimated Assets:   $500,001 to $1,000,000

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

A list of the Debtor's 20 largest unsecured creditors is available
at no charge at http://bankrupt.com/misc/wiwb08-12625.pdf


BEVERAGE CONCEPTS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Beverage Concepts, Inc.
        30322 Esperanza, Suite 300
        Rnch Snta Margarita, CA 92688

Bankruptcy Case No.: 08-12827

Chapter 11 Petition Date: May 23, 2008

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtors' Counsel:  George Thomas Leonard
                   1235 N Harbor Blvd., Suite 115
                   Fullerton, CA 92832
                   Tel: (714) 680-4725
                   E-mail: gthomasleonard@gmail.com

Total assets:  $2,728,317

Total debts:   $4,943,960

A full-text copy of the Debtor's petition and a list of its 12
largest unsecured creditors is available at no charge at:

     http://bankrupt.com/misc/cacb08-12827.pdf


BHM TECHNOLOGIES: Asks Court to Fix July 31 As Claims Bar Date
--------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries ask
the United States Bankruptcy Court for the Western District of
Michigan to:

   (a) fix July 31, 2008, at 5:00 p.m., as the general bar date
       within which proofs of claim against them must be filed;

   (b) fix November 17, 2008, as the governmental unit bar date
       within which all governmental units must file proofs of
       claim against them; and

   (c) approve proposed procedures for the filing of proofs of
       claim.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section
501(a) of the Bankruptcy Code.  Bankruptcy Rule 3003(c)(2)
provides that any creditor whose claim is not scheduled or is
scheduled as disputed, contingent, or unliquidated must file a
proof of claim.

The Debtors propose that governmental units which assert
prepetition claims against them be required to file proofs of
claim on or before Governmental Claims Bar Date and other
prepetition claimants on or before the General Bar Date.

The Debtors' proposed counsel, Robert S. Hertzberg, Esq., at
Pepper Hamilton LLP, in Detroit, Michigan, specifies that the
parties required to file proofs of claim against the Debtors are:

   (a) any person or entity holding a claim under Section
       503(b)(9);

   (b) any person or entity whose claim is listed on the Debtors'
       schedules of assets and liabilities as "disputed,"
       "contingent," or "unliquidated" and that wants to share in
       any distribution or vote on any plan of reorganization or
       liquidation in the Chapter 11 cases;

   (c) any person or entity that believes its claim is improperly
       classified in the Schedules or listed in an incorrect
       amount in the Schedules and that wants to have its claim
       allowed in a classification or amount other than stated in
       the Schedules; and

   (d) any person or entity whose claim against a Debtor is not
       listed in the applicable Debtor's Schedules.

                     Filing Procedures

Mr. Hertzberg said the proposed Filing Procedures provides that:

   (a) the original proof of claim must be delivered by first-
       class mail, overnight delivery, or hand delivery to:

               BHM Technologies Claims Processing
               c/o Kurtzman Carson Consultants LLC
               2335 Alaska Avenue
               El Segundo, CA 90245

   (b) proofs of claim must conform substantially to the
       customized proof of claim;

   (c) proofs of claim will only be deemed timely filed if
       actually received by the Debtors' claims agent, Kurtzman
       Carson Consultants LLC, on or before the Bar Date;

   (d) proofs of claim sent by facsimile, telecopy, or electronic
       mail will not be accepted or deemed filed;

   (e) a claimant who wishes to receive acknowledgment of receipt
       of its proof of claim by the Claims Agent must also submit
       by the applicable Bar Date, concurrently with its original
       proof of claim an additional copy of its proof of claim
       and a self-addressed, postage prepaid return envelope;

   (f) proofs of claim must be (i) signed by the claimant;
       (ii) include supporting documentation; (iii) be in the
       English language; and (iv) be denominated in United States
       currency;

   (g) any holder of more than one claim must file a separate
       proof of claim with respect to each claim;

   (h) any holder of a claim against more than one Debtor must
       file a separate proof of claim with respect to each
       Debtor; and

   (i) all holders of claims must identify on their proofs of
       claim the specific Debtor against which their claim is
       asserted and the case number of that Debtor's bankruptcy
       case.

                      Excluded Claims  

The Debtors ask to exclude these parties from filing proofs of
claims:

   (1) any person or entity that has already filed a proof of
       claim against the Debtors with the Bankruptcy Clerk or the
       Claims Agent;

   (2) any person or entity (i) whose claim is listed on the
       Schedules, (ii) whose claim is not listed as "disputed,"
       "contingent," or "unliquidated," and (iii) which agrees
       with the classification, amount and nature of its claim as
       stated in the Schedules, and (iv) that does not dispute
       that the claim is an obligation of the specific Debtor(s)
       as states in the Schedules;

   (c) any holder of a claim that has been allowed by an order
       of the Court;

   (d) any person or entity whose claim has been paid in full by
       any of the Debtors or any other party;

   (e) any claimant making a claim under that First Lien Credit
       Agreement dated as of July 21, 2006, between BHM
       Technologies Holdings, Inc., BHM Technologies LLC, and
       Lehman Commercial Paper, Inc.;

   (f) any claims of LCP or any of its affiliates;

   (g) any holder of an equity interest in the Debtors, except
       for any interest holder that asserts a claim against any
       of the Debtors must file a proof of claim on or before the
       Bar Date;

   (h) any claim held by a Debtor in the Debtors' Chapter 11
       cases;

   (i) any holder of a claim allowable under Sections 503(b) and
       507(a) of the Bankruptcy Code as an administrative expense
       of the Debtors' Chapter 11 cases, except for claims under
       Section 503(b)(9), which are subject to the Bar Date; and

   (j) any claim that is subject to another specific deadline
       fixed by the Court.

Mr. Hertzberg notes that nothing in the Filing Procedures should
be construed as limiting, abridging, or otherwise affecting the
Debtors' right to request that the Court fix a date by which
the holder of any of the Excluded Claims and Interests must file
a proof of claim or interest.

If the Debtors amend their Schedules subsequent to the date of
entry of the Claims Bar Date Order to (a) add a claim that was
not previously listed on the Schedules; (b) designate a claim as
disputed, contingent, unliquidated, or undetermined; or (c)
change the amount of a claim reflected on the Schedules, they
will give notice of any amendment to the affected claimholders.

The Debtors also request that any proof of claim with respect to
the amended or added claim be filed by the later of (i) 20 days
from the date the notice is provided or (ii) the General Bar
Date, which will be the bar date with respect to any claim
affected by the amendment of the Schedules.

              Executory Contract and Unexpired
                  Lease Rejection Claims

The Debtors propose that any proof of claim with respect to a
claim arising solely from the rejection of an unexpired lease or
executory contract of a Debtor, be required to be filed by the
later of (a) the Bar Date; (b) 30 days following the date
of any order of the Court authorizing the Debtor to reject the
the unexpired lease or executory contract, or (c) the date set by
any other order of the Court.

                    Failure to File Claims

The Debtors propose that any holder of a claim who fails to file
a timely claim will:

   (a) be forever barred, estopped, and permanently enjoined from
       asserting any claim against the Debtors and their
       successors and their properties, and the Debtors will be
       forever discharged from any and all indebtedness or
       liability with respect to that claim;

   (b) not be treated as a creditor with respect to the claim for
       purposes of voting and distribution under any plan of
       reorganization or liquidation filed in the Debtors'
       Chapter 11 cases; and

   (c) not be entitled to receive further notices regarding the
       claim.

                      Proof of Claim Form

The Debtors request the Court to approve the customized claim
form that is substantially similar to Official Form 10, but
includes additional spaces for creditors to indicate that they
are holders of claims against the Debtors.

The Debtors believe that sending the customized claim forms to
all creditors will eliminate the need for creditors to file
numerous motions or requests for payment of claims on the Court's
docket, and will reduce the administrative burden on the Court.

                       Notice of Bar Date

The Debtors propose that within 14 days after the Court's
approval of the Bar Date Request, they will send the Bar Date
Notice, to:

   (a) all persons and entities that have requested notice of the
       Debtors bankruptcy proceedings;

   (b) all persons or entities that have filed proofs of claim
       against the Debtors;

   (c) all known creditors, including all Persons or Entities
       listed in the Schedules as holding claims against the
       Debtors;

   (d) counsel to any official committees appointed in the
       Debtors' Chapter 11 cases;

   (e) all persons and entities listed on the Schedules as being
       a party to an executory contract or unexpired lease with
       any of the Debtors;

   (f) all parties to litigation with any of the Debtors under
       the Schedules;

   (g) counsel to the Debtors' prepetition and postpetition
       lenders;
               
   (h) all equity security holders; and

   (i) the Internal Revenue Service.

            Debtors Reserve Right to Object to Claims

The Debtors reserve the right to object to any claim, whether
asserted in a proof of claim or scheduled, on any grounds.  
Moreover, the Debtors reserve the right to dispute, or to assert
offsets or defenses to, any claim reflected on the Schedules, as
to amount, liability, classification, or otherwise and to
subsequently designate any claim as disputed, contingent,
unliquidated, or undetermined.

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

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

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Wants to Employ Varnum as Corporate Counsel
-------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
permission from the United States Bankruptcy Court for the Western
District of Michigan to hire Varnum, Riddering, Schmidt & Howlett
LLP as their corporate counsel and conflicts counsel.

As corporate counsel, the firm will represent the Debtors in
connection with the Chapter 11 cases on matters which due to
Varnum's long-standing relationship with the Debtors and
institutional knowledge of the Debtors are efficiently handled by
Varnum.  The Debtors also seek to employ Varnum as their conflicts
counsel to handle matters that cannot be handled by Pepper
Hamilton LLP, their general bankruptcy counsel, because of
conflicts of interest.  

Varnum began representing The Brown Corporation of America, a
predecessor to BHM Technologies Holdings, Inc. in 1992.  Varnum
continued to represent The Brown Corporation of America following
its merger with Midwest Stamping and Manufacturing Co. in 2005
and the sale to BHM Technologies Holdings, Inc. in 2006,
immediately following the affiliation of Morton Welding Holdings,
Inc., Heckethorn Holdings, Inc. and The Brown Corporation of
America into BHM Technologies, LLC.  Varnum's services over the
years have included general corporate, commercial, labor,
employee benefits, environmental, and litigation.  Varnum is
intimately familiar with the complex legal issues that have
arisen and are likely to arise in connection with the Debtor's
corporate structure, their strategic and transactional goals and
their ongoing business operations.

The Debtors believe that both the interruption and the
duplicative cost involved in obtaining substitute counsel to
replace Varnum's unique role at this juncture would be extremely
harmful to them and their estates.  As such, the Debtors submit
that Varnum is well qualified and uniquely able to represent them
in the Reorganization Cases in a most efficient and timely
manner.  

Varnum will:

   (a) provide legal advice to the Debtors with respect to
       their rights, powers and duties as debtors-in-possession
       in the continued operation of their business and
       management of their properties, including, but not limited
       to, general corporate matters, commercial matters, pending
       litigation, labor and employee benefit plans and
       environmental matters;

   (b) take all necessary action to protect and preserve the
       Debtors' estates in the event that Pepper Hamilton has a
       conflict, including the prosecution of actions on the
       Debtors' behalf, the defense of any actions commenced   
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare necessary applications, motions, answers,
       orders, reports and other legal papers on behalf of the
       Debtors;
   
   (d) appear in Court and to protect the interests of the
       Debtors before the Court; and

   (e) perform all other legal services for the Debtors which
       may be necessary and proper in this proceeding.

Varnum services will complement, and not duplicate, the services
to be rendered by Pepper Hamilton.  The Debtors are very mindful
of the need to avoid duplication of services, and appropriate
procedures will be implemented to ensure that there is no
duplication.

Varnum's professionals will be paid on an hourly basis and will
seek reimbursement of actual, necessary expenses and other
charges incurred.  The principal attorneys and paralegals
presently designated to represent the Debtors and their current
standard hourly rates are:

                                   Hourly Rate
                                   -----------
   A. Partners
       Michael Wooldridge              $415
       Mark Collins                    $395
       Jon Bylsma                      $335
       Michael McElwee                 $330
       Peter Roth                      $290
       Mary Kay Shaver                 $270
       Matt Eugster                    $270
   
  B. Associates:
       Scott Hill                      $240
       Seth Ashby                      $220
       Thea Davis                      $200
       Peter Schimdt                   $185

  C. Paralegals:
       Gayla Witte                     $170

Other attorneys and paralegals within Varnum may from time to
time serve the Debtors in connection with the matters herein
described.  Varnum's current normal range of rates is:

   Professional                      Hourly Rate
   ------------                      -----------
   Partners                          $270 to $415
   Associates                        $165 to $230
   Legal Assistants                  $165 to $205

The Debtors have paid Varnum a total retainer of $295,000 as an
advance against expenses for services provided for general
representation and services relating to the planning and
preparation of documents for the Chapter 11 cases and its
proposed postpetition representation of the Debtors.  Of the
amount, $255,000 was applied to prepetition amounts for fees and
expenses.  The actual amount is being reconciled and the
remaining amount will be applied to postpetition allowances of
compensation and reimbursement of expenses, respectively, as may
be granted by the Court.

Michael Wooldridge, Esq., a partner at Varnum, assures the Court
his firm does not represent or hold any interest adverse to the
Debtors or their estates and is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code and
modified by Section 1107(b).  Varnum does not have any connection
with any creditor or other parties-in-interest, or their
respective attorneys or accountants, Mr. Wooldridge adds.

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

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

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Wants to Employ Rothschild as Investment Bankers
------------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
the United States Bankruptcy Court for the Western District of
Michigan's authority to employ Rothschild Inc., as their
investment bankers and financial advisors.

Ray VanderKooi, chief financial officer of the Debtors, says
Rothschild has extensive expertise experience working with
financially troubled companies from a variety of industries in
complex financial restructurings, both out-of-court and in Chapter
11 cases and have served as financial and strategic advisors in
numerous Chapter 11 cases.  He adds that Rothschild has rendered
prepetition services to the Debtors and thus is familiar with the
Debtors' financial affairs, debt structure, operations and related
matters.  

As investment bankers and financial advisors, Rothschild will:

   a. to the extent deemed desirable by the Debtors, identify
      and initiate potential transactions;

   b. to the extent Rothschild deems necessary, appropriate and
      feasible, or as the Debtors may request, review and analyze
      the Debtors' assets and the operating and financial
      strategies of the Debtors;  

   c. review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

   d. evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

   e. assist the Debtors and their other professionals in
      reviewing the terms of any proposed Transaction or other
      transaction, in responding thereto and, if directed, in
      evaluating alternative proposals for a transaction;

   f. determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a transaction;

   g. advise the Debtors on the risks and benefits of considering
      the transaction with respect to the Debtors' intermediate
      and long-term business prospects and strategic alternatives
      to maximize the business enterprise value of the Debtors;

   h. review and analyze any proposals the Debtors receive from
      third parties in connection with a transaction or other
      transaction;

   i. assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors and their representatives in
      connection with a transaction;

   j. advise and attend meetings of the Debtors' Boards of
      Directors, security holders, creditor groups, official
      constituencies and other interested parties, as necessary;

   k. if requested by the Debtors, participate in hearings before
      the Bankruptcy Court in which such cases are commenced and
      provide relevant testimony with respect to the matters
      described herein and issues arising in connection with any
      proposed plan of reorganization; and

   l. render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors in connection with any of their Chapter 11 cases.

The Debtors will pay Rothschild pursuant to this fee structure:

   -- A monthly fee of $150,000 per month, payable in advance on
      the first day of each month.

   -- An amendment fee of $1,000,000 payable on the closing of
      any amendment after January 21, 2008, provided, that only
      one amendment fee will be payable.

   -- A fee with respect to any New Capital Raise equal to (i)
      1.5% of the face amount of any senior secured debt raised;
      (ii) 3.0% of the face amount of any junior secured debt
      raised; (iii) 4.0% of the face amount of any unsecured debt
      raised; and (iv) 6.0% of any equity or hybrid capital
      raised.

   -- In the event the Debtors have commenced Chapter 11 cases on
      or before the date on which the Transaction closes or is
      consummated, as applicable, a fee of $3,025,000, payable in
      cash on the confirmation and effectiveness of a plan or
      closing of any transaction, whether pursuant to Section 363
      of the Bankruptcy Code or otherwise.

   -- In the event the Debtors have not commenced Chapter 11
      cases prior to the date on which the transaction closes or
      is consummated, as applicable, a fee of $2,025,000, payable
      in cash upon the consummation of another transaction, other
      than an amendment.   

   -- Rothschild will credit against any In-Court Completion Fee
      or Out-of-Court Completion Fee (a) 50% of the Monthly Fees
      paid in excess of $900,000 and (b) 100% of any Amendment
      Fees paid provided, that the sum of the Monthly Fee Credit
      and Amendment Fee Credit will not exceed the In-Court
      Completion Fee or Out-of-Court Completion Fee, as the case
      may be, against which it is to be credited.

   -- To the extent the Debtors request Rothschild to perform
      additional services not contemplated by the Engagement
      Letter, those services and the fees for those services will
      be mutually agreed upon by Rothschild and the Debtors, in
      writing, in advance.

The Debtors will also reimburse Rothschild for all out-of-pocket
expenses reasonably incurred by Rothschild.  The Debtors agree to
indemnification and contribution obligations.  

Neil Augustine, a managing director at Rothschild, assures the
Court that his firm is "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, and holds no interest
adverse to the Debtors and their estates.

Mr. Augustine discloses that within the one-year period before
the Petition Date, the Debtors paid $1,569,278 to Rothschild,
which amount include:

   -- $838,709 in fees and $12,500 in expenses associated with
      the covenant amendment negotiated by the Debtors on
      October 12, 2007; and

   -- $653,225 in fees and $64,842 in expenses associated with
      work performed for the period January 21, 2008 to May 31,
      2008.

Mr. Augustine adds that the Debtors also gave Rothschild $25,000
for estimated future expenses, which will be credited against
fees and expenses as incurred by Rothschild.

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

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

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Gets Court Okay to Hire Kurtzman as Claims Agent
------------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan authorized BHM Technologies Holdings, Inc., and its
debtor-subsidiaries to employ Kurtzman Carson Consultants LLC as  
notice, claims and solicitation agent on an interim basis in their
Chapter 11 cases.

As notice, claims processing, and ballot administration agent,
Kurtzman Carson will:

   (a) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including (i) a notice of the
       commencement of their Chapter 11 cases and the initial
       meeting of creditors under Section 341(a) of the
       Bankruptcy Code; (ii) notices of objections to claims if
       necessary; (iii) notices of any hearings on a disclosure
       statement and confirmation of a plan or plans of
       reorganization; and (iv) other miscellaneous notices as
       the Debtors or the Court may deem necessary or appropriate
       for an orderly administration of their Chapter 11 cases;

   (b) file with the office of the Bankruptcy Clerk a certificate
       or affidavit of service that includes (i) an alphabetical
       list of persons on whom the notice was served, along with
       their addresses, and (ii) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (d) maintain official claims registers in the Debtors'
       Chapter 11 cases by docketing all proofs of claim and
       proofs of interest in a claims database that includes (i)
       the name and address of the claimant or interest holder
       and any agent, if the proof of claim or proof of interest
       was filed by an agent; (ii) the date the proof of claim or
       proof of interest was received; (iii) the claim number
       assigned to the proof of claim or proof of interest; and
       (iv) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless requested more or less
       frequently by the Clerk's Office;

   (g) maintain an up-to-date mailing list for all entities
       that filed proofs of claim or proofs of interest and
       making the list available upon request to the Clerk's
       Office or any party-in-interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtors' Chapter 11 cases without charge during regular
       business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and, if directed
       to do so by the Court, provide notice of those transfers;

   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders,
       and other requirements;

   (k) provide temporary employees to process claims;

   (l) comply promptly with conditions and requirements as the
       Clerk's office or the Court may at any time prescribe;

   (m) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtors; and

   (n) provide balloting services, including:

          -- printing of ballots, including the printing of
             creditor and shareholder specific ballots;

          -- prepare voting reports by plan class, creditor, or
             shareholder and amount for review and approval by
             the client and its counsel;

          -- coordinate the mailing of ballots, disclosure
             statement, and plan of reorganization to all voting
             and non-voting parties and provide affidavit of
             service;

          -- establish a toll-free "800" number to receive
             questions regarding voting on the plan; and   

          -- receive ballots, inspecting ballots for conformity
             to voting procedures, date stamping and numbering
             ballots consecutively, and tabulating and certifying
             voting results.

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

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

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSTON SCIENTIFIC: Will Pay $250MM in Patent Infringement Dispute
-----------------------------------------------------------------
Boston Scientific Corporation disclosed that a U.S. District Court
jury in Marshall, Texas has reached a verdict in a patent
infringement suit brought against the company by Medtronic Inc.  
The jury awarded damages of $250 million.

Medtronic alleged that certain Boston Scientific balloon catheters
and stent delivery systems infringed four U.S. patents held by
Medtronic.  Boston Scientific claimed non-infringement,
invalidity, unenforceability and other equitable relief.  

The District Court granted the company's summary judgment motion
on one of the patents and dismissed Medtronic's claim of willful
infringement.  The jury found that certain Boston Scientific
balloon catheters and stent delivery systems infringe Medtronic's
patents and that the patents are valid.  

Boston Scientific has raised a number of defenses that were not
considered by the jury but will be heard by the District Court on
July 31.  If those defenses are successful, the jury's verdict
will be set aside.

If those defenses are not successful, the company plans to seek to
overturn the verdict in post-trial motions before the District
Court and, if necessary, to appeal to the U.S. Court of Appeals
for the Federal Circuit in Washington, D.C.  

The company is confident it will prevail on appeal because it
believes the jury verdict is unsupported by both the evidence and
the law.

In New York Stock Exchange May 28 composite trading, Boston
Scientific shares were down 28 cents, or 2.1%, to $13.16, The Wall
Street Journal relates.  

WSJ states that Medtronic shares were at $49.84, down 39 cents, or
0.8%.

               About  Boston Scientific Corporation

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  

                          *     *     *

Moody's Investors Service placed Boston Scientific Corporation's
corporate family and probability of default ratings at 'Ba1' in
July 2007.  The ratings still hold to date.


BUFFETS HOLDINGS: Court Approves ATL as Tax Consultants
-------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Buffets Holdings Inc. and its debtor-affiliates authority to
employ Assessment Technologies, Ltd., as their property tax
consultants under the terms of a service agreement

As reported in the Troubled Company Reporter on May 12, 2008,
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, told the Court that ATL's primary role
will be to provide the Debtors with property tax consulting
services with respect to appealing tax assessments or challenging
tax claim amounts for certain property owned or leased by the
Debtors, and for which the Debtors are liable for tax assessments
or tax claim amounts.

According to Ms. Morgan, ATL is qualified to serve as the
Debtors' property tax consultants because the firm has the
background and expertise to help the Debtors achieve tax savings
which will inure to the benefit of the Debtors' estates,
creditors and other parties-in-interest.  ALT is also one of the
largest ad valorem tax consulting firms in the Southwest and has
a good track record of producing tax savings for companies.

As the Debtors' property tax consultants, ATL is expected to:

   * review targeted tax assessments on the property including
     supporting data, calculations and assumptions produced by   
     the appropriate assessing authority together with the     
     information provided by the Debtors;

   * analyze economic feasibility of attaining a reduced
     assessment or tax;

   * represent the Debtors before the appropriate tax
     assessing/collecting, or court authorities using all
     reasonable, appropriate and available means provided by
     statute or within the Bankruptcy Code to adjust assessment,
     unclaimed or claimed tax amount; and

   * upon approval of the Debtors, take any commercially
     reasonable and lawful action in furtherance of ATL's plan  
     without additional approval requirements including, but not  
     limited to, utilizing any and all local, state or federal
     remedies ATL deems necessary and appropriate.

ATL will be compensated 50% of all the tax savings received by
the Debtors as a result of ATL's efforts for each tax year.  Tax
savings is the aggregate of:

   (a) the positive difference between the proposed assessed  
       valuation and the final assessed valuation for the  
       property for each tax year's tax rate, multiplied by that
       year's tax rate.  In the event a tax is reduced without
       adjustment of the corresponding assessed valuation, the
       positive difference between the beginning tax and the
       reduced tax will constitute tax savings;

   (b) refunds, credits, interest, reductions in claims and other
       tax offsets not otherwise claimed by the client in the
       ordinary course independent of consultant's advice;
   
   (c) reduction in taxes arising from correction of errors in
       the tax roll for prior tax years; and

   (d) reduction of statutory penalties, interest or collection  
       fees payable and not otherwise statutorily barred by   
       Bankruptcy code provisions.

In the event a final assessed valuation is negotiated in advance
of the formal posting of a proposed assessed valuation, the
proposed valuation for purposes of determining tax savings will
be calculated by adding net capital additions to the property tax
account's original assessed value for the prior tax year, subject
to reduction for depreciation ordinarily available on account of
the taxing jurisdiction's applicable depreciation schedule.

ATL is responsible for all expenses incurred in the pursuit of
tax savings, including the cost of special property tax counsel
legal fees, third party appraisal fees and travel expenses,
provided, however, that ATL will provide the Debtors with up to
50 hours of data input for the Debtors' tax input.  Any time
expended for inputting of the Debtors' tax data that exceeds 50
hours will be compensable directly from the Debtors as general
compliance work, at the rate set forth in the Service Agreement.

ATL's hourly rates are:

          Partners             $550
          Managers              425
          Senior Consultants    350
          Consultants           250
          Professional/Admin.   150  

The Service Agreement provides that ATL's fees will be paid by
the Debtors within 30 days of the Debtors' actual receipt date of
the Tax Savings.

James Hausman, Jr., senior vice president of ATL, assured the
Court that ATL is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, and it holds no interest adverse
as to the matters with respect to which it is to be employed by
the Debtors in their Chapter 11 cases.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Wants Plan Filing Deadline Extended to Sept. 30
-----------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
the period  within which they have the exclusive right to file a
Chapter 11 Plan through and including September 30, 2008.  They
also want an extension of the period within which they have the
right to solicit acceptances of a plan through and including
December 1, 2008.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the initial 120-day period
in the Debtors' Chapter 11 cases has not provided them with an
adequate opportunity to develop and negotiate a Chapter 11 Plan.

Mr. Morgan says that since the Petition Date, the Debtors have
had to address opposition to several motions, most notably in
their efforts to obtain postpetition financing and their attempts
to relieve themselves of burdensome non-residential real property
leases.

"At the same time, the Debtors continue to develop their go-
forward business optimization strategy," Mr. Morgan relates.  
"The Debtors have been evaluating the profitability of their
hundreds of restaurant locations across the country determining
how to optimize their performance and, when appropriate, taking
necessary steps to close underperforming stores."

In addition, Mr. Morgan contends that the Debtors are currently
marketing for sale the Tahoe Joe's line of restaurants, which has
required significant attention of the Debtors' management and
professionals.

Mr. Morgan argues that the sheer size of the Debtors' Chapter 11
cases supports a finding of cause to extend the Exclusive
Periods.

"As of the Petition Date, the Debtors conducted business in over
600 restaurants across the country, and scheduled tens of
thousands of creditors and over a billion dollars in assets and
over a billion dollars in liabilities in their schedules," Mr.
Morgan says.

Mr. Morgan notes that the Debtors have made material progress in
the Chapter 11 cases and do not seek the extension of the
Exclusive Periods as a means to exert pressure on the relevant
parties-in-interest.

The Court will convene a hearing on June 11, 2008, at 10:30 a.m.,
to consider the Debtors' request.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.

The U.S Trustee for Region 3 appointed seven creditors to serve on
an Official Committee of Unsecured Creditors.  The Committee
selected Otterbourg Steindler Houston & Rosen PC as counsel.

The Debtors' balance sheet as of Sept. 19, 2007, showed total
assets of $963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Annual Incentive Plans for 2008 & 2009 Approved
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the performance-based Annual Incentive Plans for fiscal
years 2008 and 2009 proposed by Buffets Holdings Inc. and its
debtor-affiliates.

As reported in the Troubled Company Reporter on May 13, 2008,
to remain competitive, the Debtors, like many large companies,
have traditionally incorporated into their management
compensation system an annual performance-based incentive
component.

Since at least 2001, the Debtors' Board of Directors approved
annual target incentive programs for employees that were based on
the Debtors meeting specific performance levels, many of which
were based on the Debtors' actual enterprise equity value for a
fiscal year -- calculated based upon EBITDA -- reaching a targeted
equity value for the fiscal year.

The historical targeted incentive programs provided for bonuses
to be paid to the Employees if the Debtors attained 50% of the
Debtors' targeted EBITDA levels, with the bonus amounts
increasing if the Debtors attained 100% of the Debtors' targeted
EBITDA.  These targeted incentive programs were offered to
Employees, in addition to other bonus packages, to provide bonus
compensation.  Prior to the Petition Date, the Board of Directors
implemented precisely this sort of EBITDA-based incentive program
for fiscal year 2008.

           Incentive Compensation for Fiscal Year 2008

In the discretion of the Board of Directors, management Employees
participating in the 2008 AIP would be eligible for incentive
compensation that is linked to the Debtors' aggregate EBITDA
exceeding $80,035,512 for the 2008 fiscal year -- the EBITDA
level for the fiscal year set forth in the Debtors' debtor-in-
possession budget.  This is consistent with the general structure
of incentive bonus plans historically offered to Employees, which
have been based on the Debtors' overall financial performance,
which is primarily focused on EBITDA.

The modified 2008 AIP proposed by the Debtors would provide
Employees with a bonus payment only if the Debtors exceed the
2008 Performance Goal by a minimum of $250,000.  If the EBITDA
for fiscal year 2008 is between $80,285,512 and $81,995,512, a
discretionary pool of bonus funds, up to the maximum amount of
$1,710,000, will be created, plus 10% of any EBITDA growth above
$81,995,512.  

The 2008 Pool would be used to fund incentive payments to the
Employees:

   * 54% of the 2008 Pool to approximately 15 Employees with
     titles of Vice President and above, allocated among the
     Employees based on their 2008 base salary;

   * 36% of the 2008 Pool to approximately 102 Employees who are
     corporate support employees, allocated among the Employees
     based on their 2008 base salary;

   * 10% of the 2008 Pool to be allocated to Employees in the two
     groups disclosed -- excluding the Debtors' chief executive
     officer and chief operating officer -- who have been        
     determined by the Board of Directors to have demonstrated
     exceptional performance in the fiscal year and in assisting
     the Debtors in exceeding the 2008 Performance Goal;
     provided that no individual Employee will receive more than
     $10,000 in compensation on account of this portion of the
     2008 Pool.

If the EBITDA generated by the Debtors' business exceeds the 2008
Performance Goal plus $250,000, but is less than $81,995,512, the
2008 Pool will be reduced dollar for dollar by the amount by
which EBITDA is less than $81,995,512.

           Incentive Compensation for Fiscal Year 2009

In the discretion of the Board of Directors, management
Employees participating in the AIPs would be eligible for
incentive compensation that is linked to EBITDA generated by the
Debtors' business for fiscal year 2009 EBITDA of $90,288,146, the
EBITDA level set forth in the Debtors' DIP budget for the 2009
fiscal year.

The 2009 AIP proposed by the Debtors would provide Employees with
a bonus payment upon the Debtors' exceeding the 2009 Performance
Goal.  If the EBITDA generated by the Debtors' business is
between $90,288,146 and $91,963,146, a discretionary pool of
bonus funds, up to the maximum amount of $1,675,000, will be
created, plus 50% of any EBITDA growth from $91,963,146 to
$92,463,146, plus 20% of any EBITDA growth from $92,463,146 to
$102,900,000.  The 2009 Pool will be used to fund incentive
payments to the Employees:

   * 54% of the 2009 Pool to approximately 15 Employees with
     titles of Vice President and above, allocated among the
     Employees based on their 2009 base salary;

   * 36% of the 2009 Pool to approximately 112 Employees who are
     corporate support employees, allocated among the Employees
     based on their 2009 base salary;

   * 10% of the 2009 Pool to be allocated to Employees in the two
     groups disclosed -- but excluding the Debtors' Chief
     Executive Officer and Chief Operating Officer -- who have
     been determined by the Board of Directors to have
     demonstrated exceptional performance in the fiscal year and
     in assisting the Debtors in exceeding the 2009 Performance
     Goal, provided that no individual Employee will receive
     more than $10,000 in compensation on account of this portion      
     of the 2009 Pool.

If the EBITDA generated by the Debtors' business exceeds the 2009
Performance Goal, but is less than $91,963,146, the 2009 Pool
will be reduced dollar for dollar by the amount by which EBITDA
is less than $91,963,146.

Furthermore, the Debtors would create an additional pool, equal
to 10% of any Fiscal Year 2009 EBITDA growth beyond $102,900,000,
which would be used to fund incentive payments to certain
Employees:

   * 75% of the Supplemental 2009 Pool to approximately 15
     Employees with titles of Vice President and above, allocated
     among the Employees based on their 2009 base salary;

   * 25% of the 2009 Pool to approximately 112 Employees who are
     corporate support employees, allocated among the Employees
     based on their 2009 base salary.

                  Incentive Compensation to COO

The Debtors also sought the court's approval to pay an incentive-
related bonus to Tahoe Joe's vice president and chief operating
officer upon completion of his first year of employment provided
that the COO satisfactorily completes the mutual goals and
objectives established by the Debtors and the COO.  The COO was
hired on November 16, 2007.

The Debtors and the COO agreed that the mutual objective to serve
as a condition precedent to the COO receiving a Personal
Performance Bonus would be a reduction in both the Debtors' food
and labor costs by at least one percent each, which would
correlate to an annual savings of approximately $30,000,000 in
operating costs.  

The maximum Personal Performance Bonus is $120,000.  The Debtors
believed that any Personal Performance Bonus for which the COO
would be eligible would be earned postpetition and could
therefore be paid in the ordinary course.

However, the Debtors requested confirmation that they Debtors are
authorized, in the sole discretion of the Board of Directors, to
honor and pay the Personal Performance Bonus to the COO as part
of the AIPs.  Since the COO is one of the parties who will share
in the 2008 Pool to be distributed if the Debtors exceed the 2008
Performance Goal, the total amount of bonus compensation to be
paid to the COO on account of the Personal Performance Bonus plus
his portion of the 2008 Pool will not exceed $120,000.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, told the Court that performance-based
compensation forms an integral part of the total cash
compensation paid by the Debtors to their management team.

Ms. Morgan explained that the annual incentive plans are a
critical component of the Debtors' effort to reorganize their
business.  The annual incentive plan is necessary in order to
appropriately compensate the Debtors' management employees and to
ensure that the employees remain motivated to perform the
important tasks necessary to effect a successful reorganization
of the Debtors' businesses.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.

The U.S Trustee for Region 3 appointed seven creditors to serve on
an Official Committee of Unsecured Creditors.  The Committee
selected Otterbourg Steindler Houston & Rosen PC as counsel.

The Debtors' balance sheet as of Sept. 19, 2007, showed total
assets of $963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CABLEVISION SYSTEMS: Moody's Rates Proposed $500MM Debt 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed new
$500 million of senior unsecured debt to be issued by Cablevision
Systems Corporation's subsidiary CSC Holdings, Inc.  Existing
ratings for the company and CSC were also affirmed, as outlined
below.  The rating outlook remains stable.

Cablevision Systems Corporation

  -- Corporate Family Rating -- Affirmed at Ba3
  -- Probability of Default Rating -- Affirmed at Ba3
  -- Senior Unsecured Notes -- Affirmed at B2 (LGD6 -- 93%)
  -- Speculative Grade Liquidity Rating -- SGL-3
  -- Rating Outlook -- Stable

CSC Holdings, Inc.

  -- Senior Secured Bank Credit Facilities -- Affirmed at Ba1
     (LGD2 -- 20%)

  -- Senior Unsecured Notes and Debentures -- Affirmed at B1
     (LGD5 -- 73%)
  -- Rating Outlook -- Stable

The ratings broadly incorporate the company's high financial risk
and growing business risk, which are exacerbated by the
shareholder-oriented investment strategies of the controlling
Dolan family, mitigated by strong operating performance and
prospects for further growth in what are already perceived to be
very high value assets.  "Cablevision continues to set the high
bar against which the entire U.S. cable TV industry is measured,"
noted Moody's Senior Vice President Russell Solomon, "which
affords the company continued access to the credit markets on
favorable terms while simultaneously pursuing more speculative
investments."

Notwithstanding the refinancing of the near-term maturity, the
SGL-3 liquidity rating for the company continues to reflect a
substantial amount of scheduled debt maturities and relatively
modest free cash flow generation over the next 12-to-18 months.  
In particular, Moody's indicated that covenant compliance under
the CSC Holdings bank credit facilities is projected to get
considerably tighter by the beginning of 2009 as step-downs in
maximum permitted financial leverage maintenance levels are
scheduled to occur.  By that time, the company is also expected to
be combating much more intense competition from Verizon to
maintain its highly attractive customer base.

"Any additional liquidity raised via the current offering in
response to strong anticipated market demand would subsequently be
viewed favorably, as it would not only address some of the forward
refinancing needs but would also serve to restore some of the
modest financial flexibility lost in concert with recently
announced acquisition activities," stated Moody's Solomon.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving more than 3 million subscribers in and around the
metropolitan New York area.  Among other entertainment- and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services LLC subsidiary (Ba3 CFR, Ba3 PDR, SGL-1, stable
outlook).


CALPINE CORP: Rejects Proposed All-Stock Takeover Bid of NRG
------------------------------------------------------------
Calpine Corporation reported that its Board of Directors, after
thoroughly reviewing the proposal from NRG Energy, Inc.in its
letter of May 14, 2008, and in consultation with its financial and
legal advisors, has unanimously determined that NRG's proposal is
inadequate and materially undervalues the company's unique asset
portfolio and future prospects.

Calpine indicated that its Board has authorized its advisors to
contact NRG and its advisors to ascertain whether there is a basis
for discussions between the two companies to explore a business
combination.

The company noted that there can be no assurance that a
transaction will result from any discussions, if held. The Company
does not intend to disclose developments with respect to any such
discussions.

As reported in the Troubled Company Reporter on May 23, 2008,
Calpine received a take-over offer from NRG Energy, Inc., that
proposes to purchase all of Calpine's outstanding capital stock in
a non-taxable all stock transaction.

Details of the offer were made public after Harbinger Capital
Partners, Calpine's largest shareholder owning more than 24% of
the company's outstanding shares, disclosed with the U.S.
Securities and Exchange Commission that Calpine received the
letter from NRG proposing the take-over.  NRG confirmed the offer.

As of May 21, 2008, shares of Calpine common stock are trading at
$21.28 per share, and 421,676,288 shares of the company's common
stock were outstanding.

MarketWatch on May 22 valued the bid at $9.56 billion.  The
Associated Press on May 21 valued the bid at $11.3 billion.  
The AP on May 22 said NRG's all-stock offer was valued at
$10.8 billion as of that day's close.

Calpine shares surge $23.25 in after hours trading on Thursday,
according to information from Yahoo! Finance.

According to a news statement by NRG, the offer proposes a fixed
exchange ratio of 0.534x, which represents $23.0 per Calpine share
based on the May 13, 2008 closing prices.  The offer represents a
16% premium to the May 13 closing price and approximately 20% to
the 30-day trading average for Calpine stock price.

Consolidation of the two companies would generate more than 45,000
megawatts, a $38,000,000,000 enterprise value, a $20,000,000,000
market cap company with four highly coherent regions of at least
8-GW each, NRG said.

NRG, which uses a mix of gas, coal and nuclear units to fuel its
power plants, stands to benefit from Calpine's natural gas-fueled
power generation units if the U.S. Government regulate emissions
of carbon dioxide because gas pollutes less than coal.

The consolidation of the two firms "would begin to fulfill
predictions of consolidation among independent power producers,
which need to get bigger and more diverse to protect against
regional downturns or price increases for particular fuels."

"[The consolidation] would be unparalleled. There is nothing like
this in the competitive power generation industry," Mr. Crane
said.  "The combined company would be the culmination of what we
in this industry have aspired to become," Mr. Crane said in public
statements.  "We look forward to working with Calpine to
demonstrate the full potential of the benefits enumerated in our
letter for our respective shareholders. This is, quite simply, the
right deal, at the right point in time, between the right
partners."

Calpine said in a press release that its Board of Directors will
continue to review the NRG proposal to determine if it is in the
best interest of Calpine's shareholders. Calpine said in a press
release that its shareholders need not take any action at this
time.

Goldman Sachs & Co., is serving as Calpine's financial advisor.
Skadden, Arps, Slate, Meagher & Flom LLP, serves as its legal
counsel.

The offer, according to the Journal citing people familiar with
the matter, was proposed after William Patterson, chairman of
Calpine's Board of Directors contacted NRG Chief Executive Officer
David Crane to see if he is interested in becoming Calpine's CEO.
Mr. Crane didn't want the job, the Journal said citing people
familiar with the issue.

Calpine emerged from bankruptcy on Jan. 31, 2008. According to
the Associated Press, Calpine is facing a "leadership void" when
Robert May, the company's current chief executive officer
announced immediately after company's emergence from Chapter 11
that he will step down by the end of 2008.

Harbinger, in a letter to the Calpine Board, recommended full
public disclosure of the offer so all shareholders can express
their opinions to the Board. Harbinger added that the Calpine
Board must also put the search for a management team on hold for a
brief period so that it may explore the offer in a comprehensive
manner with all deliberate speed and diligence.

A full-text copy of the letter sent on May 14, 2008, is available
for free at http://ResearchArchives.com/t/s?2c69

                        About NRG Energy

Headquartered in Princeton, New Jersey, NRG Energy Inc. --
http://www.nrgenergy.com/-- engages in the development, ownership   
and operation of non-utility power generation facilities and the
sale of energy, capacity and related products.  The company and 25
of its affiliates filed for Chapter 11 protection on May 14, 2003
(Bankr. S.D.N.Y. Lead Case No.03-12024).  Matthew A. Cantor, Esq.,
and Robbin L. Itkin, Esq., at James H.M. Sprayregen, P.C. in New
York, represent the Debtors in their restructuring efforts.  The
U.S. Trustee for Region 2 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Evan D. Flaschen,
Esq., Patrick J. Trostle, Esq., and Renee M. Dailey, Esq., at
Bingham McCutchen LLP in Connecticut, represent the Committee.  
When the Debtors filed for protection against their creditors,
they listed total assets of $10,310,000,000 and total debts of
$9,229,000,000.

As reported in the Troubled Company Reporter on Dec. 8, 2003,
NRG Energy, Inc., has successfully completed its Chapter 11
reorganization and has emerged from bankruptcy.  NRG filed its
Chapter 11 petition less than seven months earlier, on May 14,
2003.

The U.S. Bankruptcy Court for the Southern District of New York
confirmed NRG's Plan of Reorganization on November 24 and all
conditions have been met clearing the way for NRG to emerge from
Chapter 11.

                     About Calpine Corporation

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

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

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

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


CHINA AOXING: Posts $2,285,426 Net Loss in 3rd Qtr. Ended March 31
------------------------------------------------------------------
China Aoxing Pharmaceutical Co. Inc. reported a net loss of
$2,285,426 for the third quarter ended March 31, 2008, compared
with a net loss of $1,384,772 in the same period in 2007.

During the three months ended March 31, 2008, the company reported
product revenues of $857,065 from the sales of Naloxone
Hydrochloride injectable and Shuanghuanglian Capsules.  The
company had product sales of $561,959 during the three months
ended March 31, 2007.  

At March 31, 2008, the company's consolidated balance sheet showed
$34,329,800 in total assets, $22,871,391 in total liabilities, and
$11,458,409 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $5,994,017 in total current assets
available to pay $21,184,391 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?2cfa

                     Going Concern Doubt

Paritz & Company P.A., in  Hackensack, New Jersey, expressed
substantial doubt about China Aoxing Pharmaceutical Co. Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended  
June 30, 2007, and 2006.  The auditing firm said that the
company's current liabilities substantially exceeded its current
assets.  

For the nine months ended March 31, 2008, the company generated
net losses of $4,869,306.  In addition, the company is in default
on $7,496,851 of loans from a bank.

                        About China Aoxing

Incorporated in the State of Florida and headquartered in Jersey
City, New Jersey, China Aoxing Pharmaceutical Company Inc. (OTC
BB: CAXG) is a pharmaceutical company engaged in research,
development, manufacturing and marketing of a range of narcotics
and pain management pharmaceutical products in generic and
formulations.  The company's operating subsidiary, Hebei Aoxing
Pharmaceutical Co. Inc. is a corporation organized under the laws
of the People's Republic of China.  


CIT GROUP: Moody's Lowers Ratings on Ongoing Business Transitions
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of CIT Group, Inc. to Baa1 from A3 and affirmed its Prime-2 short-
term rating.  CIT's long-term ratings remain on review for
possible downgrade.

Moody's said the downgrade of the long-term rating to Baa1
reflects CIT's business profile, giving consideration to the
business transitions now underway at the firm and the associated
execution risks.  In recent quarters, CIT has had to confront
difficult operating and funding conditions resulting from
deteriorating performance in its home lending business and broader
credit market illiquidity.  This has led to a weaker credit
profile as reflected in the Baa1 rating.

In response to these issues, CIT has implemented a number of
tactical measures to preserve liquidity and capital levels after
recording losses in each of the past four quarters related to its
mortgage business.  CIT raised approximately $1.6 billion in new
common and hybrid equity during the first half of 2008, drew its
$7.3 billion bank facilities, sold $2.5 billion of unencumbered
assets, and created incremental liquidity sources of approximately
$2.5 billion.  This provided the firm needed cash liquidity to
meet debt maturities and continue franchise-preserving levels of
new finance asset originations.  In Moody's view, CIT has adequate
sources of liquidity to provide for its needs over the next twelve
months.

CIT's actions have also provided the firm additional time and
financial flexibility to pursue initiatives which are more
strategic in nature but that require a longer gestation period.  
CIT is expected to scale its funding and capital levels to support
its core commercial finance businesses, while concurrently
pursuing exit strategies for its non-core businesses.

The Baa1 rating anticipates that CIT will maintain a sufficient
liquidity cushion to allow it to successfully bridge its current
difficulties and to enable it to transition its scale, focus, and
funding profile.  However, continuing uncertainty regarding the
potential magnitude of cumulative losses in CIT's mortgage
portfolio has been a significant impediment to the firm re-
establishing solid footing in the credit markets.

In recognition of the execution risks associated with CIT's plans
to overcome funding and liquidity issues, the Baa1 rating remains
on review for possible downgrade.  Should the firm's key
initiatives relating to securing a strategic funding partner and
containing mortgage business risk prove to be successful, as
expected, the ratings would likely be confirmed.  Absent this, as
noted above, the mortgage portfolio could continue to limit the
company's ability to re-establish its access to the unsecured
funding markets, putting further negative pressure on the rating.

In addition to the challenges highlighted above that led to the
downgrade, the Baa1 rating also incorporates Moody's view that
CIT's profitability will be constrained in future periods by
higher funding costs.  Moody's believe that profitability, as
determined by return on average managed assets, is likely to
measure at the lower end of the firm's historical range.  
Additionally, profitability in recent quarters has been sustained
in part by lower loss provisioning than historical norms; thus,
unexpected deterioration in asset quality that results in
accelerated provisioning is an additional risk factor to earnings
strength.

On the other hand, CIT's ratings continue to be supported by its
strong franchise positioning in commercial finance, including
leading businesses in trade finance, vendor finance, corporate
finance, aircraft finance and small business lending.  Some of
these businesses are exposed to a high degree of cyclical
volatility, such as aircraft finance, but the balance and breadth
of CIT's business activities provides for some stabilizing
influence to overall results.  The ratings also recognize CIT's
experienced operating management and its commitment to maintaining
a prudent balance between yield and underwriting considerations.  


These ratings were downgraded and remain under review for possible
further downgrade:

CIT Group, Inc.:

  -- Issuer rating -- to Baa1 from A3
  -- Senior Unsecured -- to Baa1 from A3
  -- Senior Secured -- to A3 from A2
  -- Junior Subordinated Debt -- to Baa3 from Baa2
  -- Preferred Stock -- to Baa3 from Baa2

These ratings were affirmed:

CIT Group, Inc.:

  -- Short-term at Prime-2
  -- CIT Group (Australia) Limited:
  -- Short-term at Prime-2

CIT Group Funding Company of Canada:

  -- Short-term at Prime-2

CIT Group, Inc. is a global commercial finance company located in
New York City.  CIT reported total assets and earnings of
$95.7 billion and ($257) million, respectively, for the first
quarter of 2008.


CIT GROUP: Disagrees with Moody's Move to Downgrade Rating
----------------------------------------------------------
CIT Group Inc. (NYSE: CIT) disagrees with Moody's Investors
Service's decision to downgrade the bank's senior unsecured rating
to Baa1 from A.

"We disagree with the ratings actions that Moody's has taken,
particularly in light of the significant progress we have made to
strengthen our balance sheet, improve liquidity and position CIT
for long-term success and profitability.  We have successfully
executed on our current strategic funding initiatives, which have
included capital raising, asset sales, financings and growth at
CIT Bank," the company said in a news statement.

CIT noted that, over the past 60 days, the bank has:

    * raised $1.6 billion in new capital;

    * completed financings of approximately $1 billion, including
      a $550 million public equipment securitization;

    * sold more than $2 billion of assets at approximately book
      value; and,

    * underwrote $600 million of loans at the CIT Bank.

In addition, the Company continues to advance its other key
initiatives, including the previously announced sale of discrete
business units and asset portfolios, the statement said.

CIT said its strategic intent is to focus the Company on its
market-leading commercial franchises.  The bank's commitment to
strong investment grade ratings remains, and it believes the
financial profile and strength of its businesses will generate
financial results consistent with "A" rating levels."

As reported by the Troubled Company Reporter on April 4, 2008, CIT
halted its student-lending operations and determined to dedicate
its time on its business clients.  CIT's decision to terminate
writing student loans resulted from its efforts to market assets
to relieve the company of indebtedness.

As reported by the TCR on March 25, 2008, CIT drew from its $7.3
billion in unsecured U.S. bank credit facilities to repay debt
maturing in 2008, including commercial paper, and provide
financing to its core commercial franchises.  The company planned
to continue to seek additional funding sources, as well as explore
and execute on the sale of non-strategic assets and business lines
over the near term.  CIT also said it was negotiating with foreign
banks.

The Wall Street Journal's David Enrich and Kevin Kingsbury report
that Moody's ratings action sent the bank's stock tumbling 93
cents, or 8.5%, to $10 in 4 p.m. New York Stock Exchange composite
trading Friday, leaving it down more than 80% in the past year.  
The ratings cut will make it more expensive for CIT to raise
capital in the debt markets, the Journal says, citing analysts and
investors.

While Moody's noted that CIT appears to have enough capital to
finance itself in the next 12 months, the ratings firm warned the
bank could face future downgrades if it doesn't succeed in its
search for a bank or other partner to help provide it with stable
funding.

Messrs. Enrich and Kingsbury relate that CIT hasn't had luck
attracting a partner.  While the bank's executives in late March
thought they were getting traction in talks with Asian financial
institutions, banks and other potential partners have backed away
as a result of the uncertainty surrounding CIT and the overall
industry, the Journal says, citing a person familiar with the
matter.

Messrs. Enrich and Kingsbury relate that if Standard & Poor's or
Fitch Ratings follow Moody's move, CIT would have difficulty
remaining independent according to analysts.

"I don't know how they can compete longer term with a B rating,"
Messrs. Enrich and Kingsbury quote Michael Taiano, an analyst at
Sandler O'Neill & Partners, as saying.  "The question becomes: How
hard is it to get back up to the A level?"

According to Messrs. Enrich and Kingsbury, Mr. Taiano said if the
rating doesn't rebound, CIT may "have to be more aggressive about
selling the company."

                         About CIT Group

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

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


CIVIC TOWERS: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Civic Towers LLC
        P.O. Box 77455
        Corona, CA 92877

Bankruptcy Case No.: 08-16262

Type of Business: The debtor is a real estate developer of office  
                  building Civic Towers located in
Victorville,                       
                  California.

Chapter 11 Petition Date: May 29, 2008

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: William M. Burd
                  (wmburd@burd-naylor.com)
                  200 W Santa Ana Blvd Suite 400
                  Santa Ana, CA 92701
                  Tel: (714) 708-3900

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

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

The debtor's petition and list of its four largest creditors is
available for free at http://bankrupt.com/misc/cacb08-16262.pdf


CLARIENT INC: Appoints Raymond J. Land as Chief Financial Officer
-----------------------------------------------------------------
Clarient Inc. appointed Raymond J. Land as senior vice president
and chief financial officer effective June 5, 2008.  

Mr. Land, a veteran financial executive, has more than 15 years
experience as a public company CFO in life sciences and related
businesses and more than 30 years experience in financial and
general management positions.  Mr. Land, who spent the last year
as CFO of Safeguard Scientifics, replaces James Agnello, who
resigned the CFO position earlier this month.

"I would like to welcome [Mr. Land] to the Clarient team," Ron
Andrews, Clarient CEO, said.  "Clearly, [Mr. Land] has the
experience and knowledge base to have an immediate impact on
Clarient's financial processes as we continue to develop and
improve the necessary finance and accounting systems to support
our rapid growth.  

"[Mr. Land's] experience on Wall Street combined with his
knowledge of SEC and Sarbanes Oxley reporting requirements make
him an excellent addition to our leadership team," Mr. Andrews
added.  His experience in strategic planning and M&A in the
genomics space brings an added opportunity for contribution as we
assess a number of strategic opportunities to augment our current
growth trajectory."

"This is a natural transition given Safeguard's business model of
hiring executives with operational experience to fill roles in
partner companies as they become available," Mr. Andrews stated.
"As CFO at Safeguard, Ray has been working with Clarient for
almost a year now so he has a solid understanding of our business
and therefore was an obvious candidate to fill our open CFO role."

Mr. Land has more than 30 years of experience in financial
positions where he had responsibility for the accounting,
treasury, tax, investor relations, information technology and
strategic planning functions.

>From 2006 to 2007, Mr. Land served as executive vice president and
chief financial officer of Medcenter Solutions Inc., a  
pharmaceutical marketing company specializing in online solutions.
>From 2005 until 2006, Mr. Land served as senior vice president and
chief financial officer of Orchid Cellmark Inc., a DNA testing
service provider that generates genetic profile information by
analyzing an organism's unique genetic identity.

>From 1997 until 2005, Mr. Land was senior vice president and chief
financial officer of NASDAQ-traded Genencor International Inc., a
diversified genomics and proteomics company that went public
during his tenure and was acquired in a $1.2 billion transaction
in 2005.

>From 1991 to 1996, he served as senior vice president and chief
financial officer for publicly traded West Pharmaceutical Services
Inc.  Mr. Land was with Campbell Soup Company Inc. where for nine
years he held increasingly senior financial positions, including
vice president-corporate controller.  Prior to joining Campbell
Soup, he was with Coopers and Lybrand for nine years.

Mr. Land is a Certified Public Accountant and has a BBA degree in
accounting and finance from Temple University.  Mr. Land serves on
the board of Anika Therapeutics Inc., as chairperson of the audit
committee.

                         About Clarient

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

                        Going Concern Doubt

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

In addition, KPMG said it is not probable that the company can
remain in compliance with the restrictive monthly financial
covenant in its bank credit facility.  

For the year ended Dec. 31, 2007, the company posted an $8,757,000
net loss on $42,995,000 of revenues as compared with a $16,135,000
net loss on $27,723,000 of revenues for the same period in 2006.  
At Dec. 31, 2007, the company's balance showed $26,881,000 in
total assets and $31,670,000 in total liabilities, resulting in a
$4,789,000 stockholders' deficit.  The company's balance sheet at
Dec. 31, 2007, also showed strained liquidity with $15,545,000 in
total current assets available to pay $26,665,000 in total current
liabilities.

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


CLASS 2006-13 TODI: Moody's Trims Rating on $10MM Notes to Ba3
--------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Class 2006-13 TODI II:

Class Description: $10,000,000 Class 2006-13 TODI II Units, due
June 2016

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba3

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.


CLASS V FUNDING: Moody's Cuts Ratings to C on Four Note Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded ratings of seven classes
of notes issued by Class V Funding Ltd. and left on review for
possible downgrade the ratings of three of these classes of notes.
The classes affected by the rating actions are as follows:

Class Description: U.S.$100,000,000 Class A-1 First Priority
Senior Secured Floating Rate Delayed Draw Notes due 2045

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

Class Description: $41,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $30,000,000 Class B Third Priority Secured
Floating Rate Notes due 2045

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $8,000,000 Class C Fourth Priority Secured
Floating Rate Deferrable Notes due 2045

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

Class Description: $9,000,000 Class D-1 Fifth Priority Mezzanine
Secured Floating Rate Notes due 2045

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

Class Description: $2,000,000 Class D-2 Fifth Priority Mezzanine
Secured Fixed Rate Notes due 2045

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

Class Description: 15,000 Preference Shares with an Aggregate
Liquidation Preference of U.S.$15,000,000

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on May 12,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A/B Overcollateralization Ratio to be
greater than or equal to 100%, as described in Section 5.1(i) of
the Indenture dated April 12, 2005.

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 the 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 event
of default.  Because of this uncertainty, the ratings assigned to
the Class A1, A2 and B Notes remain on review for possible further
action.

Class V Funding, Ltd. is a collateralized debt obligation backed
primarily by a portfolio structured finance securities.


CLEAR CHANNEL: S&P Retains 'B+' Credit Rating Under Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P  
originally placed them on CreditWatch on Oct. 26, 2006, following
the San Antonio, Texas-based company's announcement that it was
exploring strategic alternatives to enhance shareholder value.
     
The CreditWatch update reflects the company's announcement that
the bank syndicate providing debt financing for its proposed LBO
has placed funding into an escrow account, pending completion of
the transaction.  The total transaction value (excluding the
assumption of existing debt) is $17.9 billion under the
renegotiated terms, or $36 per share, an 8.2% reduction from the
previous price of $39.20 per share.  This reduces pro forma
leverage by about seven-tenths of a turn.
     
"As we have previously indicated, if the deal successfully closes,
and barring any further material changes," said Standard & Poor's
credit analyst Michael Altberg, "we expect to lower Clear
Channel's long-term corporate credit rating to 'B' from 'B+'."  At
the same time, S&P would expect to lower its rating on the
company's existing senior unsecured notes to 'CCC+'.


COINSTAR INC: S&P's 'BB' Rating Unaffected by Shamrock Deal
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Coinstar Inc. (BB/Positive/--) remain unchanged after the
company's announcement that it has reached an agreement with
Shamrock Activist Value Fund L.P.  The deal has resolved the
current proxy contest regarding the company's 2008 shareholder
meeting.  Under the agreement, Bellevue, Washington-based Coinstar
appointed Arik Ahitov, one of Shamrock's board nominees, to its
board of directors as of May 28, 2008.  

In addition, Coinstar will select and appoint an additional board
member by March 1, 2009, from a pool of candidates to be nominated
by major stockholders.  Shamrock has agreed to vote with
Coinstar's director nominees at the company's 2008 and 2009 annual
meetings; Shamrock will also vote with the company if its board
member is on the slate of nominees in 2010.  Furthermore, Coinstar
has agreed to reimburse Shamrock for up to $350,000 in expenses
related to the proxy contest.
     
Shamrock has previously stated, among other things, a desire to
return capital to stockholders through dividends or expanded share
repurchases.  Given Shamrock's increased influence due to the
addition of one of its nominees to the board, S&P believe it is
possible that the company could adopt a more aggressive financial
policy in the future.  Standard & Poor's will continue to monitor
developments regarding Coinstar's financial policy and governance
practices as they become available.


COMPLETE CONVENIENCE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Complete Convenience, LLC
        P.O. Box 185009
        Ft. Worth, TX 76181

Bankruptcy Case No.: 08-42141

Type of Business: The Debtor manufactures dental hygiene products.

Chapter 11 Petition Date: May 7, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Phone: 972-991-5591  
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's petition is available for free at:

            http://bankrupt.com/misc/tnd-0842141.pdf


CRYOCOR INC: Posts $4,009,000 Net Loss in 2008 First Quarter
------------------------------------------------------------
CryoCor Inc. reported a net loss of $4,009,000, on total revenue
of $767,000, for the first quarter ended March 31, 2008, compared
with a net loss of $3,432,000, on total revenue of $66,000, in the
same period in 2007.

Product revenue increased $34,000 to $100,000 for the three months
ended March 31, 2008, compared to $66,000 for the three months
ended March 31, 2007.

Collaboration revenue increased to $667,000 for the three months
ended March 31, 2008, from $-0- for the three months ended
March 31, 2007, due to the partial recognition of an advance
payment received in June 2007 under the company's development and
license agreement with Boston Scientific Corp. of $167,000 as well
as the full recognition of a $500,000 milestone earned and
received during the three months ended March 31, 2008.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
in $10,776,000 in total assets, $7,928,000 in total liabilities,
and $2,848,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d00

                      Going Concern Doubt

Ernst & Young LLP, in San Diego, expressed substantial doubt about
CryoCor Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's accumulated deficit of $100.8 million and working
capital of $5.2 million.

The company disclosed in its Form 10-Q for the quarter ended
March 31, 2008, that it does not have sufficient working capital
to fund its planned operations through Dec. 31, 2008, and is
dependent upon closing a merger transaction with Boston Scientific
Scimed Inc.  If the company does not complete the transaction with
Boston Scientific Scimed Inc. and is unable to secure adequate
additional debt or equity financing, the company will be forced to
restructure or significantly curtail its operations, file for
bankruptcy, or cease operations.

                        About CryoCor Inc.

Based in San Diego, California, CryoCor Inc. (Nasdaq: CRYO) --
http://www.cryocor.com/-- is a medical technology company that   
has developed and manufactures a minimally invasive, disposable
catheter system based on proprietary cryoablation technology for
the treatment of cardiac arrhythmias.  


CSC HOLDINGS: Prices $500 Million Offering of 8-1/2% Senior Notes
-----------------------------------------------------------------
CSC Holdings Inc., a subsidiary of Cablevision Systems
Corporation, priced an offering of $500 million of 8-1/2% senior
notes due 2015 to certain institutional investors in an offering
exempt from the registration requirements of the Securities Act of
1933.  The offering is expected to settle and close on June 4,
2008, subject to customary closing conditions.

CSC Holdings intends to use the net proceeds from the offering to
repay at maturity its $500 million of 7.25% senior notes due
July 2008.  

Headquartered in New York, CSC Holdings Inc. is a subsidiary of
Cablevision Systems Corporation is a domestic cable multiple
system operator serving more than 3 million subscribers in and
around the metropolitan New York area.

                          *     *     *

As reported in the Troubled Company Reporter on May 30, 2008,
Standard & Poor's Ratings Services assigned a 'BB' rating on CSC
Holdings Inc.'s proposed $500 million senior unsecured notes.  CSC
Holdings is a subsidiary of Bethpage, New York-based Cablevision
Systems Corp., a major cable operator in the New York metropolitan
area.  Cablevision had about $11.6 billion of reported
consolidated debt outstanding on March 31, 2008.


CV ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor:  CV Entertainment Group, Inc.
         PO Box 195586
         Hato Rey Station
         San Juan, Puerto Rico 00919-5586

Bankruptcy Case No.: 08-03393

Chapter 11 Petition Date:  May 29, 2008

Court:  District of Puerto Rico (Old San Juan)

Debtors' Counsel: CHARLES ALFRED CUPRILL
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 CALLE FORTALEZA
                  SECOND FLOOR
                  SAN JUAN, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@aol.com

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

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

A copy of the Debtor's petition, its schedules of assets and
liabilities, and its list of 20 largest unsecured creditors is
available at no charge at:

     http://bankrupt.com/misc/prb08-03393.pdf


D&G AUTO: Case Summary & Largest Unsecured Creditors
----------------------------------------------------
Debtor: D&G Auto Sales, Inc.
        512 Beltline Road
        Decatur, AL 35601

Bankruptcy Case No.: 08-81385

Chapter 11 Petition Date: May 7, 2008

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Cynthia R Slate-Cook
                  Slate, Cook & Waters
                  P.O. Box 1344
                  Decatur, AL 35602
                  Phone: 256- 353-7912
                  E-mail: Cindyslatecook@aol.com

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

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

A copy of the Debtor's petition is available for free at:

          http://bankrupt.com/misc/and-0881385.pdf


DAVID PARRY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------
Debtor: David W. Parry
        1911 SW Campus DR
        P.O. Box 335
        Federal Way, WA 98023

Bankruptcy Case No.: 008-13288

Chapter 11 Petition Date: May 29, 2008

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: J Todd Tracy, Esq.
                  Crocker Kuno PLLC
                  720 Olive Way Ste 1000
                  Seattle, WA 98101
                  Phone: 206-624-9894
                  E-mail: ttracy@crockerkuno.com

                  Shelly Crocker, Esq.
                  Crocker Kuno LLC
                  720 Olive Wy Ste 1000
                  Seattle, WA 98101
                  Phone: 206-624-9894
                  E-mail: scrocker@crockerkuno.com

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

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

A copy of the Debtor's petition is available for free at:

         http://bankrupt.com/misc/wwd-0813288.pdf


DELPHI CORP: Wants August 1 Adversary Trial Against Appaloosa
-------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to allow for an
expedited hearing and related discovery on its adversary
proceedings against Appaloosa Management L.P. and eight other plan
investors and related parties.

As disclosed in the Troubled Company Reporter, Delphi seeks the
specific performance by the Plan Investors on their agreement to
provide $2,550,000,000 of exit financing pursuant to the Equity
Purchase and Commitment Agreement.

Delphi proposes this schedule:

   A. Defendants will answer or move in response to the complaint
      by June 13, 2008.

   B. If a motion to dismiss is filed on or before June 13, the
      plaintiff will file its papers in opposition to the motion
      by June 23, 2008, and the defendants will file any reply by
      June 30, 2008.

   C. The parties will serve document requests as soon as
      practicable and no later than June 3, 2008.  Documents
      requested will be produced on a rolling basis and all non-
      privileged documents will be produced by June 30, 2008.

   D. The parties will serve notices for the depositions of fact
      witnesses as soon as practicable and no later than June 30,
      2008.

   E. Any expert reports will be filed by July 15, 2008.

   F. All discovery will be completed by July 25, 2008.

   G. Pretrial briefs will be filed by July 25, 2008.

   H. Trial will commence on August 1, 2008.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, says that although the proposed schedule is
expedited, it is also reasonable and workable under the
circumstances.

According to Mr. Friedman, Delphi seeks to expedite the discovery
and trial schedule because the equity financing promised by the
Plan Investors is essential to the consummation of their Joint  
Plan and Delphi's timely emergence from Chapter 11.

"The Plan and the agreements embodied therein, including the
EPCA, are the product of years of negotiation, accommodation,
conflict, litigation and ultimately resolution among Delphi, the
Debtors' Statutory Committees, the Debtors' principal labor
unions, General Motors, certain claimants in multidistrict ERISA
and securities litigation, the Internal Revenue Service, the
Pension Benefit Guaranty Corporation and the Defendants,"
Mr. Friedman says.  "If the Plan is to be consummated, time is of
the essence."

Mr. Friedman contends that expediting the discovery and trial
schedule will allow the Court to adjudicate Delphi's entitlement
to specific performance by the end of the summer, while it will
still be possible to put in place the structure that existed on
April 4, 2008, without subjecting Delphi's stakeholders to the
reduced recovery, and tremendous costs and delays that would
ensue if the Plan must be scrapped and a new plan developed.

In addition, long litigation and delay in the consummation of the
Plan harms the Debtors and their stakeholders because they will
be forced to endure the ongoing high costs and erosion of market
confidence that accompany a prolonged bankruptcy proceeding,
Mr. Friedman argues.

Delphi asks that the Court set May 29, 2008 as the hearing date
to consider its request for expedited discovery and trial.  
Concomitantly, Delphi asks the Court to set May 28 as the
deadline for the filing and service of objections to its
proposal.

                        Harbinger Objects

Harbinger Del-Auto Investment Company Ltd. and Harbinger Capital
Partners Master Fund I, two of the Defendants, oppose Delphi's
request, asserting that Delphi failed to show good cause in
support of its expedited discovery and trial schedule.  They say
Delphi's schedule is patently unreasonable and unworkable.

Sapna W. Palla, Esq., at Kaye Scholer LLP, in New York, asserts
Delphi has not made any showing that it will be prejudiced if its
lawsuits are not brought to trial by August 1.  Harbinger notes
that Delphi could have brought the Adversary Proceeding two
months ago.  It recounts that on March 7, the Court ruled that to
the extent Delphi wished to seek a determination that Plan
Investors had breached their obligations under the EPCA, a full
evidentiary hearing, employing adversary proceeding rules, would
be required.

The expedited schedule Delphi proposes is unrealistic,
unreasonable, and unworkable, given the size and complexity of
this case, and would deprive Harbinger of the opportunity to
develop and present its case in a fair and reasonable manner,
Sapna Palla asserts.  The counsel says that in a case in which
Delphin seeks $2,550,000,000 from the Plan Investors, the
proposed timeframe for conducting discovery is simply not
reasonable, under any standard, given the numerous complex legal
and factual issues, the number of parties and witnesses involved,
and the necessarily extensive involvement of experts in
presenting the issues.  Harbinger notes that Delphi's proposal
does not permit the parties to engage in an orderly discovery
process allowed by the rules of the Court, including exchange of
initial disclosures, a meaningful meet-and-confer about discovery
issues and any conference on scheduling issues.

                   Committee Wants to Intervene

The Official Committee of Unsecured Creditors seeks to intervene
in the Adversary Proceedings because its constituency, the
unsecured creditors, have been injured by the acts of the Plan
Investors.  It notes that because of the Plan Investors' failure
to provide the agreed-upon investment financing, distributions
that should have been made to creditors pursuant to the Plan have
not been made.

Michael D. Warner, Esq., at Warner Stevens, L.L.P., in Fort
Worth, Texas, asserts that as a party to the Adversary
Proceedings, the Committee's role should include receiving notice
of proceedings and the service of papers, filing motions,
objections and other papers, making arguments and responding to
arguments in Court, raising matters of concern to the Committee,
and otherwise participating as a party by propounding discovery,
taking part in depositions, and participating as parties with
respect to any settlement discussions and considerations in the
Adversary Proceedings.

Mr. Warner asserts pursuant to Rule 24 of the Federal Rules of
Civil Procedure and Section 1109(b) of the Bankruptcy Code, the
Committee is entitled to intervene in the Adversary Proceedings
because the creditors are the parties who will benefit from the
specific performance sought in the Adversary Proceedings and
other recovery obtained.  "Since the creditors would have
directly benefited from the investment financing and harmed by
the failure of the Debtors to honor their obligations with
respect thereto, the Committee should have the right to
participate fully in the Adversary Proceedings."

                      About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) --
http://www.delphi.com/-- is the single supplier of vehicle      
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Merrill Lynch Holds 1,482,658 Shares of Common Stock
-----------------------------------------------------------------
Merrill Lynch & Co., Inc., and its related entities said in a
filing with the Securities and Exchange Commission that they own
an aggregate 1,482,658 shares of Delphi common stock.

Merrill Lynch Entities note that with the notice of termination
by Appaloosa Management, LP, of the Equity Purchase and
Commitment Agreement, they are no longer a member of a "group"
and as a result thereof, are no longer beneficial owners of more
than 5% of the Delphi shares.

Merrill Lynch was part of the group of investors who offered to
provide Delphi with $2,550,000,000 in exit financing.  Merrill
Lynch committed to fund $166,866,749.  As of April 4, 2008, the
Plan Investors collectively owned shares of Delphi common stock,
representing 22.31% of the total shares then outstanding.

The Merrill Lynch Entities entered into these transactions:

       Transaction    Trade Date    Price   No. of Shares
       -----------    ----------    -----   -------------
       Sale            2/07/2008    $0.15        52
       Sale            2/14/2008    $0.14       139
       Sale            2/15/2008    $0.15       139
       Sale            2/26/2008    $0.15        56
       Sale            2/29/2008    $0.16       349
       Sale            3/11/2008    $0.15       550
       Purchase        3/19/2008    $0.10     5,000
       Purchase        3/19/2008    $0.10     5,000
       Purchase        3/19/2008    $0.10     5,000
       Purchase        3/19/2008    $0.10    83,000
       Sale            3/20/2008    $0.10    68,000
       Sale            3/20/2008    $0.10    25,000
       Sale            3/20/2008    $0.10     5,000
       Sale            3/28/2008    $0.05        25
       Purchase        4/01/2008    $0.04        25
       Sale            4/03/2008    $0.13        69
       Purchase        4/03/2008    $0.14        69
       Sale            4/03/2008    $0.08       209

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) --
http://www.delphi.com/-- is the single supplier of vehicle      
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DOMTAR CORP: Moody's Puts Ratings Under Review for Possible Lift
----------------------------------------------------------------
Moody's Investors Service placed Domtar Corporation's Ba3
corporate family rating, Ba1 senior secured rating and B1 senior
unsecured rating under review for possible upgrade.  The rating
action was prompted by Domtar's improved credit protection
metrics, the progress made in the integration of Domtar and
Weyerhaeuser's fine paper assets, management's commitment to debt
reduction, and the expectation of continued strong financial
performance.

Domtar has generated better than expected cashflow and profit
margins, with most of the company's credit metrics in line with or
outperforming the current rating.  Recent uncoated freesheet paper
capacity curtailments and modest imports into North America have
produced favorable pricing for Domtar's main product, which has
helped offset rising input costs and declining demand.  
Integration of Weyerhaeuser's fine paper assets is progressing
well and the company is expected to exceed the targeted
$200 million in synergies within the year.  Management has reduced
its debt position and has stated a commitment of further debt
reduction.  Moody's expects Domtar's credit protection metrics to
continue to improve as management achieves further operational
synergies and reduces debt from operating cash flow.

Domtar's strengths include the company's significant position as
the largest fine paper producer in North America, its favorable
cost position within the industry and the improved size and
operating diversity that has resulted from the merger with
Weyerhaeuser's fine paper business.  The company has good
committed liquidity arrangements, with minimal near term debt
maturities prior to 2011. Offsetting these strengths are declining
demand for fine paper and rising input costs that may constrain
projected margin expansion and free cash flow generation.  Credit
challenges also include the company's lack of product and
geographic diversification, and the volatile pricing for fine
paper and lumber.

The review will examine the sustainability of the company's credit
protection metrics in light of the recent larger-than-anticipated
decrease in uncoated freesheet demand as well as the higher-than-
expected cost inflation.  The review will also focus on the
company's ability to achieve its announced synergy targets, the
company's debt reduction plans, and the company's ability to
increase prices during the slowdown in the U.S. economy.

On Review for Possible Upgrade:

Issuer: Domtar Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba1, 22% - LGD2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B1, 74%- LGD5

Outlook Actions:

Issuer: Domtar Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Moody's last rating action on Domtar Corporation was on Sept. 27,
2007, when a B1 senior unsecured rating was assigned to Domtar's
new $1.5 billion of senior unsecured bonds, which replaced bonds
at Domtar Inc.

Headquartered in Montreal, Quebec, Domtar Corporation is the
largest producer of uncoated freesheet paper in North America and
the second largest in the world.  The company also operates a
paper distribution business and produces lumber and other wood
products.


ELECTRO ENERGY: Posts $3,888,096 Net Loss in 2008 First Quarter
---------------------------------------------------------------
Electro Energy Inc. reported a net loss of $3,888,096, on total
net revenue of $762,336, for the first quarter ended March 31,
2008, compared with a net loss of $2,860,752, on total net revenue
of $799,681, in the same period in 2007.

Net revenue from services for the three months ended March 31,
2008, was $638,335 compared with $721,703 for the same period of
2007, a decrease of $83,368 or 12.0%.  

The decrease was a result of lower revenue from several completed
contracts partially offset by new research and development
contract awards from the Department of Defense and Department of
Energy for battery development for communications applications,
high and low temperature and thermal battery development and from
Lockheed Martin for lithium ion wafer cell battery development for
the High Altitude Air Ship.

Net revenue from products for the three months ended March 31,
2008, was $124,001 compared with $77,978 for the same period of
2007, an increase of $46,023 or 59.0%, primarily as a result of
sales of smart battery products.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
in $29,139,749 in total assets, in $3,320,187 in total
liabilities, and $25,819,562 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d01

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Electro Energy Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant losses since inception and
requires significant capital to implement its business plan.

The company is not currently generating sufficient revenues from
operations to execute its business plan and is dependent on the
receipt of funding from government development contracts and cash
raised in equity and debt financings to continue the development,
production, marketing and sales of its products.

                       About Electro Energy

Headquartered in Danbury, Conn., Electro Energy Inc. (Nasdaq:
EEEI) -- http://www.electroenerginc.com/-- was founded in 1992 to  
develop, manufacture and commercialize high-powered, rechargeable
bipolar wafer cell nickel-metal hydride batteries for use in a
wide range of applications.  Its Colorado Springs operation is
AS9100/ISO9001 certified and supplies aerospace-grade high quality
nickel cadmium batteries and components for satellites, aircraft
and other specialty applications.  

The company is also developing high power lithium rechargeable
batteries utilizing the company's proprietary bipolar wafer cell
design.  The company owns manufacturing assets near Gainesville,
Florida for rechargeable lithium ion 18650 cylindrical cells, the
standard cell used in the electronics industry.


EQUIFIRST NET: Fitch Chips Rating on $2.5MM Notes to 'C/DR6'
------------------------------------------------------------
Fitch Ratings has taken rating actions on one Equifirst Net
Interest Margin notes:

Equifirst CI-3 NIM
  -- $2.5 million class N-3 downgraded to 'C/DR6' from 'CCC/DR2';
     Underlying Transaction: Equifirst 2004-3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


FINLAY ENTERPRISES: S&P Cuts Ratings on Weak Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Finlay
Enterprises Inc. and its wholly owned subsidiary Finlay Fine
Jewelry Corp. to 'CCC' from 'B-'.  At the same time, S&P lowered
the New York City-based company's senior unsecured rating to
'CCC-' from 'CCC+'.  The outlook is negative.
     
"The downgrade reflects Finlay's continued weak operating
performance and deteriorating liquidity position," said Standard &
Poor's credit analyst David Kuntz.  He also mentioned concern
regarding the company's limited history in operating free-standing
retail stores and its distressed credit protection metrics as
additional factors.


FREEDOM COMMS: Revenue Decline Prompts S&P to Cut Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Irvine, California-based Freedom Communications Inc. by
two notches, to 'B-' from 'B+'.  The rating outlook is negative.
     
Standard & Poor's also lowered its issue-level rating on the
company's $950 million secured loan to 'B-' from 'BB-'. The
recovery rating on this secured debt was revised to '3',
indicating the expectation for meaningful (50% to 70%) recovery in
the event of a payment default, from '2'.
     
"The rating downgrade reflects meaningful declines in revenue and
EBITDA at Freedom's newspaper publishing assets and the likelihood
for further declines over the intermediate term," said Standard &
Poor's credit analyst Liz Fairbanks.  "It also reflects the
possible near-term violation of the bank facility's financial
covenants due to the significant declines in EBITDA and small
likelihood for meaningful debt repayment."
     
Given S&P's expectation for revenue declines, the company will
have to significantly reduce operating costs or potentially seek
an amendment from lenders to ease covenant levels.  While Freedom
faces a potential near-term bank covenant violation, its total
leverage compares favorably with that of similarly rated peers in
the newspaper industry.  Thus, S&P believe that lenders will be
amenable to considering temporary covenant relief, if requested,
although S&P would expect the cost of debt capital to rise as a
consequence of any amendment.  

However, Freedom's term loan requires the company to make
scheduled principal payments of $62 million in 2009--a level that
S&P expect will exceed free cash flow generation.  Scheduled
principal payments increase further in 2010 (to $206 million);
thus, S&P are concerned that the terms of the credit facilities
are not well aligned with current operating trends within the
industry, and believe a refinancing will be required.  The lowered
ratings highlight these concerns.

Freedom's capital structure is further complicated by the rights
of certain minority equity owners (Blackstone Group and Providence
Equity Partners) to put their interests back to the company
beginning in May 2009.  Standard & Poor's believes that current
operating trends reduce the probability that these parties will
exercise their put rights in the near term (due to an expected
reduced valuation); however, this issue may complicate the
company's ability to refinance its bank facilities.


GMAC COMMERCIAL: Fitch Puts Two Low-B Ratings Under Neg. Watch
--------------------------------------------------------------
Fitch placed three classes of GMAC Commercial Mortgage Securities,
Inc. series 2006-C1 commercial mortgage pass-through certificates
on Rating Watch Negative as:

  -- $5,100,000 class FNB-1 'BBB-'; Rating Watch Negative;
  -- $5,600,000 class FNB-2 'BB'; Rating Watch Negative;
  -- $2,100,000 class FNB-3 'BB-'; Rating Watch Negative.

Additionally, Fitch affirmed these classes:

  -- $25,516,800 class A-1 at 'AAA';
  -- $10,344,648 class A-1D at 'AAA';
  -- $294,968,288 class A-1A at 'AAA';
  -- $166,000,000 class A-2 at 'AAA';
  -- $98,000,000 class A-3 at 'AAA';
  -- $576,071,000 class A-4 at 'AAA';
  -- Interest only class XP at 'AAA';
  -- $169,740,000 class A-M at 'AAA';
  -- $114,575,000 class A-J at 'AAA';
  -- $36,070,000 class B at 'AA';
  -- $19,096,000 class C at 'AA-';
  -- $12,731,000 class D at 'A+';
  -- Interest only class XC at 'AAA';
  -- $21,217,000 class E at 'A';
  -- $16,974,000 class F at 'A-';
  -- $19,096,000 class G at 'BBB+';
  -- $19,096,000 class H at 'BBB';
  -- $23,339,000 class J at 'BBB-';
  -- $6,366,000 class K at 'BB+';
  -- $6,365,000 class L at 'BB';
  -- $8,487,000 class M at 'BB-';
  -- $2,122,000 class N at 'B+';
  -- $4,243,000 class O at 'B';
  -- $6,365,000 class P at 'B-';
  -- $4,500,000 class FNB-4 at 'B';
  -- $2,400,000 class FNB-5 at 'B-';
  -- $13,300,000 class FNB-6 at 'CCC'.

Class Q is not rated by Fitch.

The placement of the three FNB rake classes on Rating Watch
Negative is due to a decline in performance at the First National
Bank Center since issuance.  The classes represent the non-pooled
components of the First National Bank Center loan.  The property
continues to have below market occupancy and has approximately 22%
tenant roll during 2009-2010.  However, the property is considered
a high quality office property and benefits from experienced
sponsorship with significant equity.  If the property is able to
re-tenant vacant and rolling space, the classes may be affirmed.  
Conversely, if the property continues to perform at current levels
and is unable to manage future rollover, the classes may be
downgraded.

The affirmations of the remaining classes is due to the stable
performance of the transaction since issuance.  As of the May 2008
distribution report, the transaction has paid down 1.0% to
$1.71 billion from $1.73 billion.  There are no delinquent or
specially serviced loans.

There are three loans considered to be investment grade shadow
ratings at issuance: DDR/Macquarie Mervyn's Portfolio (6.2%),
First National Bank Center (3.8%), and City Square Office (1.6%).

The DDR/Macquarie Mervyn's Portfolio is secured by 35 retail
stores located in a combination of malls, shopping centers and
free-standing locations across four states.  Twenty-four sites are
in California, five in Arizona, five in Nevada and one in Texas.  
The stores range in size from 59,000-90,000 square feet and
occupancy remains at 100% since issuance.  The loan maintains an
investment grade shadow rating.

The First National Bank Center is a 547,785 sf class A office
building located in San Diego, California.  Year-end 2006
occupancy was reported at 37.4% due to non-lease renewals of
several tenants, one of which was the largest tenant.  In early
2007, sponsorship changed and as of June 1, 2007, occupancy had
improved to 73.8%.  As of April 2008, the occupancy was
approximately 70%, while the San Diego Downtown submarket
occupancy was approximately 85% as of the first quarter 2008.  In
addition, through 2009 the building will experience contractual
lease expirations on 20% of the net rentable area.  Fitch will
closely monitor the performance of this loan.

City Square Office is collateralized by three individual class A
office towers in Phoenix, AZ totaling 716,075 sf.  At issuance
occupancy was 66.3% and a future funding tenant
improvement/leasing commission reserve was established to help the
buildings reach stabilized occupancy of 85%.  Occupancy as of
year-end 2007 was 78.1%.  The loan maintains an investment grade
shadow rating.


GREEKTOWN HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Greektown Holdings, LLC
             555 E. Lafayette Blvd.
             Detroit, MI 48226

Bankruptcy Case No.: 08-53104

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Kewadin Greektown Casino, LLC              08-53105
        Greektown Casino, LLC                      08-53106
        Monroe Partners, LLC                       08-53107
        Greektown Holdings II, Inc.                08-53108
        Contract Builders Corp.                    08-53110
        Trappers GC Partner, LLC                   08-53111
        Realty Equity Company, Inc.                08-53112

Type of Business: The Debtors own and operates casinos.  See
                  http://www.greektowncasino.com/

Chapter 11 Petition Date: May 29, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtors' Counsel: Daniel J. Weiner, Esq.
                  Email: dweiner@schaferandweiner.com
                  40950 Woodward Ave., Ste. 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340

Estimated Assets:           Less than $50,000

Estimated Debts: $100 million to $500 million

A copy of the Debtors' consolidated list of 40 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/mieb08-53104.pdf


GULFMARK OFFSHORE: Planned Rigdon Deal Won't Affect S&P's Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on GulfMark Offshore Inc. (BB+/Stable/--) are unaffected
by the announcement that GulfMark intends to acquire Rigdon Marine
Corp. for approximately $560 million, including the assumption of
$268 million of existing Rigdon debt.  Financing for the
transaction includes $150 million of cash and 2.1 million shares
of GulfMark common stock, currently valued at around $140 million.
     
The acquisition of Rigdon will enhance GulfMark's geographic
diversity and provide it an entry into the Jones Act-protected
U.S. Gulf of Mexico, helping to lessen its reliance on its North
Sea division.  The benefits from the transaction are tempered by
the increase in debt to EBITDA, to 3.5x at the close of the
transaction, as a result of the financing and assumed debt.  
However, GulfMark is expected to improve this measure to less than
3x in the near term by applying free cash flows to debt repayment,
which will support its existing ratings.


HAIGHTS CROSS: March 31 Balance Sheet Upside-Down by $156.6 MM
--------------------------------------------------------------
Haights Cross Communications Inc.'s consolidated balance sheet at
March 31, 2008, showed $331.0 million in total assets and
$487.6 million in total liabilities, resulting in a $156.6 million
total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $108.2 million in total current
assets available to pay $174.4 million in total current
liabilities.

On Jan. 28, 2008, the company announced a plan to sell all of its
business assets, including its Triumph Learning, Recorded Books
and Oakstone Publishing operating businesses.  In March 2008, an
orderly wind-down of the company's Sundance/Newbridge business was
initiated.  

The company reported a net loss of $9.9 million for the first
quarter ended March 31, 2008, compared with a net loss of
$13.5 million in the same period last year.

Revenue for the first quarter 2008 was $51.8 million, a decrease
of $1.1 million, or 2.1%, from revenue of $52.9 million for the
first quarter 2007, reflecting declines in the K-12 Supplemental
Education and Medical Education segments, partially offset by
revenue growth in the Test-prep and Intervention and Library
segments.

Revenue for the Library segment, representing the Recorded Books
business, increased $665,000, or 3.2%, to $21.3 million for the
first quarter 2008, resulting primarily from growth in the core
public library channel, including increased revenue from the My
Library Download Video product line and the company's new
preloaded digital audio player, Playaway.

Revenue for the Test-prep and Intervention segment grew $442,000,
or 2.3%, to $20.0 million for the first quarter 2008, reflecting
continued growth in the Coach product line (Triumph Learning's
flagship brand), partially offset by a revenue decline in the  
Buckle Down/Options product lines.

Revenue for the K-12 Supplemental Education segment, reflecting
the company's Sundance/Newbridge business, declined $1.8 million,
or 34.0%, to $3.6 million for the first quarter 2008, which the
company believes is a result of substantially increased
competition in the supplemental education market.

Revenue for the Medical Education segment declined $375,000, or
5.1%, to $7.0 million for the first quarter 2008, primarily due to
lower revenue for Oakstone Medical resulting from the timing of
product releases period versus period, partially offset by growth
in the Oakstone Wellness business which includes newsletters,
calendars and other ancillary Wellness products.

Income from operations declined $3.3 million to $2.7 million for
the first quarter 2008, primarily reflecting the revenue decline
for the quarter, in addition to increased professional fees
related to the sale of the company's businesses and restructuring
related costs associated with the wind-down of the company's
Sundance/Newbridge business.

EBITDA, which the company defines as earnings before interest,
taxes, depreciation, amortization, discontinued operations, and
asset impairment charges, decreased $2.7 million to $9.2 million
for the first quarter 2008, primarily reflecting the quarter
revenue decline and increased restructuring and general and
administrative costs associated with the wind-down of the
Sundance/Newbridge business and sale transactions costs associated
with the sale of the company's businesses.

Adjusted EBITDA, which the company defines as EBITDA excluding
non-recurring expenses and restructuring and restructuring related
charges, decreased $1.3 million to $10.7 million for the first
quarter 2008, primarily reflecting EBITDA declines in the Medical
Education and Test-prep and Intervention segments.

For the first quarter of 2008, HCC invested $5.3 million in pre-
publication costs, compared to $5.5 million during the first
quarter of 2007.

For the first quarter 2008, HCC invested $523,000 in property and
equipment, compared to $614,000 during the first quarter 2007.

                     Going Concern Disclaimer

Ernst & Young, LLP, in New York, expressed substantial doubt about
Haights Cross Communications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has substantial debt maturing
in August 2008 and there is no certainty that the company will be
able to repay or refinance this debt.

The company's $100.0 million senior secured term loan which the
company entered into on Aug. 20, 2003, and new $30.0 million
senior secured term loan both mature on Aug. 15, 2008.  The
company said it expects that cash on hand and generated from
operations will be insufficient to fund the repayment of the term
loans when due.  Non-payment of the term loans when due would also
trigger a cross-default under the company's indentures governing
the 11 3/4% Senior Notes due 2011 and the 12 1/2% Senior Discount
Notes due 2011.

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?2cf1

                       About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is an   
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
library and school publishing, audio books, and medical continuing
education publishing.  Haights Cross companies include:
Sundance/Newbridge Educational Publishing, Triumph Learning,
Buckle Down/Options Publishing, Recorded Books, and Oakstone
Publishing.


HAMILTON GARDENS: Moody's Cuts Rtng. on Change in Severity of Loss
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Hamilton Gardens CDO II Ltd.  The note affected
by the rating action is as:

Class Description: Class Description Up to $120,000,000 Class A-1a
Floating Rate Notes Due August 2052

  -- Prior Rating: B3, on review with future direction uncertain
  -- Current Rating: C

Hamilton Gardens CDO II Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.  The transaction experienced an event of default under
the Indenture.

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.  In
this regard, Moody's received notice from the Trustee that the
Controlling Class directed the Trustee to proceed with the
disposition of the Collateral in accordance with the Indenture.  
Also, the Trustee notified Moody's that it sold all of the
Collateral and made a final distribution and applied the proceeds
of the liquidation in accordance with applicable provisions of the
Indenture on May 14, 2008.

The rating action taken reflects the change in severity of loss
associated with the Class A-1A Notes and reflects the final
liquidation distribution.


HANCOCK FABRICS: Discloses Rights Offering for $20MM Secured Notes
------------------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission, Hancock Fabrics Inc. and its debtor-
affiliates reported that it is offering holders of the company's
common stock:

   (a) the transferable right to purchase an aggregate of up to
       $20,000,000 principal amount of Hancock floating rate
       secured notes; and

   (b) warrants to purchase up to 9,500,000, shares of its
       common stock.

Jane F. Aggers, president and chief executive officer of Hancock,
disclosed in a prospectus that (i) the sale of the securities
being offered is a component of Hancock's Plan of Reorganization,
(ii) Hancock intends to use all of the net proceeds it receives
from the Rights Offering -- combined with its senior credit
facility and available cash -- to fund all required payments to
enable it to exit Chapter 11.

Hancock estimated that its net proceeds from the sale of the
Notes and Warrants will total roughly $19,897,000.

Every 96.17 shares of Hancock common stock entitles the holder to
receive one right to purchase a note for $100, and receive a
warrant to purchase 40 shares of Hancock common stock at no
additional cost, Mr. Aggers said.

Only stockholders who own more than 100 shares may participate in
the Rights Offering.

                      Rights Offering Terms

A. Notes

   -- $100 Purchase Price;

   -- interest at LIBOR plus 4.50%, payable quarterly;

   -- interest for the first four quarters may be paid by the
      issuance of additional notes.  If Hancock elects to issue
      additional notes, the interest for the period will be equal
      to LIBOR plus 5.50% rather than LIBOR plus 4.50%;

   -- matures five years from date of issuance;

   -- secured by a junior lien on all of Hancock's assets;

   -- subordinated to senior credit facility; and

   -- not convertible.
                
B. Warrants

   -- warrant to purchase 40 shares of common stock per each $100
      note;

   -- exercisable at a price per share equal to the greater of
      (i) $1.00 and (ii) the volume weighted average trading
      price for 30 days prior to the 3rd business day before
      issuance;

   -- exercisable upon the date of issuance; and

   -- terminates five years from date of issuance.

According to Ms. Aggers, Hancock has an agreement with three
backstop purchasers -- Sopris Capital Partners, LP, Berg & Berg
Enterprises, LLC, and Trellus Management -- which provides that
in the event stockholders do not subscribe for 100% of the notes
being offered, the Backstop Purchasers will buy all remaining
notes for $100 per note.  

In exchange, Hancock has agreed to issue the Backstop Purchasers
warrants to purchase an aggregate of 1,500,000 shares of common
stock on the same terms and conditions as the warrants issued in
connection with the notes.

The backstop purchasers are currently stockholders of the
company, and are members of Hancock's Official Committee of
Equity Holders.

Ms. Aggers stated that the company may elect to pay any or all of
the first four quarterly interest payments by issuing additional
notes -- in-kind notes.

If Hancock elects to issue in-kind notes in lieu of part or all
of the interest owed, the interest due will be equal to LIBOR
plus 5.50% accrued on the outstanding principal during the
interest accrual period, Ms. Aggers said.

Hancock does not plan to list the rights, the notes, or the
warrants on any stock exchange, and it has no way of knowing
whether a market will develop or be maintained for the rights,
the notes, or the warrants.

Ms. Aggers disclosed that the Offering will run for 21 days, but
did not state when it will begin.

Neither the SEC nor any state securities commission has approved
or disapproved of the securities or determined if the Prospectus
is truthful or complete, the SEC filing indicated.

A full-text copy of Hancock's prospectus is available for free
at http://ResearchArchives.com/t/s?2cf9

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 32, Bankruptcy Creditors' Service Inc.


HASCO NET: Fitch Takes Rating Actions on 13 Note Classes
--------------------------------------------------------
Fitch Ratings has taken rating actions on 13 HASCO Net Interest
Margin Notes.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.

HASCO NIM 2007-NC1
  -- $5.3 million Class A note downgraded to 'CCC/DR2' from 'A-';
  -- $7.4 million Class B note downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: HSI Asset Securitization
Corporation        
     Trust 2007-NC1

HASCO NIM 2006-OPT2
  -- $3.6 million Class B note downgraded to 'C/DR5' from 'BBB';
  -- $3.0 million Class C note downgraded to 'C/DR6' from 'BBB-';
  -- $3.5 million Class D note downgraded to 'C/DR6' from 'BB+';
     Underlying Transaction: HSI Asset Securitization Corporation
     Trust 2006-OPT2

HASCO NIM 2006-OPT3
  -- $4.2 million Class A note downgraded to 'C/DR6' from 'BBB';
  -- $5.4 million Class B note downgraded to 'C/DR6' from 'BB';
  -- $2.1 million Class C note downgraded to 'C/DR6' from 'BB-';
     Underlying Transaction: HSI Asset Securitization Corporation
     Trust 2006-OPT3

HASCO NIM 2006-FF7
  -- $11.1 million Class A note downgraded to 'C/DR6' from 'B';
  -- $4.6 million Class B note downgraded to 'C/DR6' from 'B';
     Underlying Transaction: First Franklin Mortgage Loan Trust
     2006-FF7

HASCO NIM 2006-FF9
  -- $13.4 million Class A note downgraded to 'C/DR6' from 'BBB';
  -- $6.4 million Class B note revised to 'C/DR6' from 'C/DR5';
     Underlying Transaction: First Franklin Mortgage Loan Trust
     2006-FF9

HASCO NIM 2006-FF11
  -- $12.0 million Class B note downgraded to 'C/DR6' from 'BBB';
  -- $8.3 million Class C note downgraded to 'C/DR6' from 'B';
     Underlying Transaction: First Franklin Mortgage Loan Trust
     2006-FF11

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


HEALTH MANAGEMENT: Moody's Confirms B1 Rating on Strong Liquidity
-----------------------------------------------------------------
Moody's Investors Service confirmed the B1 Corporate Family and
Probability of Default Ratings of Health Management Associates,
Inc.  The outlook for the ratings is stable.  The Ba3 rating of
HMA's senior secured credit facility remains under review for
possible downgrade.

The confirmation of the B1 Corporate Family and Probability of
Default Ratings reflect recent events that have strengthened the
company's liquidity position.  Moody's believes that the company
should now be able to adequately fund the potential put of the
2023 convertible subordinated notes on Aug. 1, 2008 while
maintaining sufficient liquidity.  HMA announced on May 21, 2008
that it had raised $250 million of convertible senior subordinated
notes due 2028 in a private placement.  

Additionally, the company had approximately $455 million of
available cash at March 31, 2008, including the proceeds from the
recently completed Novant Health joint venture arrangement.  
Moody's also expects a reduction in outstanding debt to accompany
the repayment of the existing $575 million of convertible
subordinated notes due 2023.  This action concludes the review of
these ratings initiated on March 19, 2008.

The continued review of the Ba3 rating of the company's senior
secured credit facility reflects our belief that the ratings on
this instrument would be downgraded if the 2023 notes are repaid
with cash.  Moody's assessment of the ratings at that time will
depend on the outcome of the election of the holders to put the
2023 notes to the company and other changes in the capital
structure that take place until that date in accordance with
Moody's Loss Given Default Methodology.  Under that methodology,
the benefit of the layer of first loss absorption in a distress
scenario provided by the senior subordinated debt that is
currently reflected in the rating of the senior secured credit
facility would diminish with the reduction in the amount of
subordinated debt.

These ratings have been confirmed:

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B1

These ratings remain under review for possible downgrade:

  -- $500 million senior secured revolving credit facility at Ba3
     (LGD3, 42%)

  -- $2,750 million senior secured term loan at Ba3 (LGD3, 42%)

Headquartered in Naples, Florida, HMA is an owner and operator of
acute-care hospitals in non-urban settings.  The company provides
inpatient services such as general surgery, and oncology as well
as outpatient services such as laboratory, x-ray and physical
therapy services.  In addition, some facilities also offer
specialty services such as cardiology, radiation therapy and MRI
scanning.  Moody's estimates that the company generated revenues
of approximately $4.4 billion in the twelve months ended March 31,
2008.


HENRY OIL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Henry Oil Co., Inc.
Post Office Box 147
Houston, MS 38851

Bankruptcy Case No.: 08-11811

Description: Elizabeth Ann Henry, president, filed the petition
             on behalf of the Debtor.

Chapter 11 Petition Date: May 8, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Jeffrey K. Tyree, Esq.
                  (jktyree@harrisgeno.com)
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

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

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

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


HIBEL REALTY: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hibel Realty, LLC
        1287 Old Post Road
        Marstons Mills, MA 02648

Bankruptcy Case No.: 08-13697

Description: Robert M. Bradley, manager, filed the petition on
             behalf of the Debtor.

Chapter 11 Petition Date: May 21, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Frederick Watson, Esq.
                  (watson@dunbarlawpc.com)
                  Dunbar Law P.C.
                  10 High Street, Suite 700
                  Boston, MA 02110
                  Tel: 617-244-3550

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

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

A full-text copy of the Debtor's petition and a list of its eight
largest general unsecured creditors is available for free at
http://bankrupt.com/misc/mab08-13697.pdf


HIGHLAND PARK: S&P Puts Ratings on Six Loan Classes at Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
classes from Highland Park CDO I Ltd. on CreditWatch with negative
implications.
     
The CreditWatch negative placements follow Standard & Poor's
downgrade of two of the transaction's commercial mortgage-backed
securities assets and the high likelihood of a total loss on a
mezzanine loan asset.  The CreditWatch placements also reflect the
default of five other assets held in the transaction.
     
Highland Park CDO I Ltd. owns $5 million (0.8% of aggregate
noncash assets) of class L and $13.5 million (2.3%) of class M
from Morgan Stanley Capital I Inc.'s series 2006-XLF.  Standard &
Poor's downgraded class L to 'BB-' from 'BBB' and class M to 'D'
from 'BBB-/Watch Neg' earlier.  Additionally, the borrower's
equity interest in the Holiday Inn - Columbus asset secures
$10.5 million (1.8%) in subordinate mezzanine debt, which is
considered a defaulted security in Highland Park CDO I Ltd. Morgan
Stanley Capital I Inc.'s series 2006-XLF holds the mortgage debt
on the Holiday Inn - Columbus, which is in foreclosure.  The
mezzanine loan subordinate to the mortgage debt is highly likely
to experience a total principal loss.  

In addition to the mezzanine loan on the Holiday Inn - Columbus,
five other real estate bank loan assets ($17.4 million, 2.9%) were
listed as defaulted securities in the most recent trustee report,
dated May 19, 2008.
     
According to the report, the collateral pool backing Highland Park
CDO I Ltd. consisted of 78 assets with an aggregate principal
balance of $594.1 million, excluding cash.  The assets included
CMBS pass-through certificates ($227.9 million, 38.4%), B notes
($135.9 million, 22.9%), real estate bank loans ($128.2 million,
21.6%), mezzanine loans ($71.2 million, 12.0%), and real estate
collateralized debt obligation bonds ($30.0 million, 5.0).  
Excluding the aforementioned six defaulted assets, the current
asset pool exhibits credit characteristics consistent with 'B'
rated obligations.
     
As part of its analysis to resolve the CreditWatch negative
placements, Standard & Poor's will evaluate the credit
characteristics of the current pool of assets, including any
additional information related to the credit-impaired assets, as
well as the current liabilities of the transaction.


               Ratings Placed on Creditwatch Negative

                       Highland Park CDO I Ltd.
                               CRE CDOs                

                                    Rating
                                    ------
                   Class    To                 From    
                   -----    --                 ----
                   A-2      AAA/Watch Neg      AAA
                   B        AA/Watch Neg       AA
                   C        A/Watch Neg        A
                   D        BBB/Watch Neg      BBB
                   E        BBB-/Watch Neg     BBB-
                   F        BB/Watch Neg       BB  


HITTER DC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Hitter DC, LLC
        dba Kiddie Academy of East Setauket
        10 Research Way
        East Setauket, NY 11733

Bankruptcy Case No.: 08-72433

Description: Michael Maurer, managing member, filed the
             petition on behalf of the Debtor.  The Debtor
             disclosed that Thomas O. Doyle, Kathleen Dodge,
             Michael Maurer and Kerry Maurer each own a 25%
             interest in the Debtor.

Chapter 11 Petition Date: May 12, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Michael J. Macco, Esq.
                  (lsimms@maccosternlaw.com)
                  Macco & Stern, LLP
                  135 Pinelawn Road, Suite 120 South
                  Melville, NY 11747
                  Tel: (631) 549-7900
                  Fax: (631) 549-7845

Total Assets: $61,500

Total Debts:  $1,068,007

A full copy of the Debtor's petition and list of creditors is
available for free at http://bankrupt.com/misc/nyeb08-72433.pdf


HQ RECRUITMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: HQ Recruitment Corporation
        dba HireQuest
        31 Columbia Suite 200
        Aliso Viejo, CA 92656

Bankrutpcy Case No.: 08-12617

Description: Derek Ludwig, president, filed the petition on
             behalf of the Debtor.  He owns 100% interest in
             the Debtor.

Chapter 11 Petition Date: May 14, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Kelly S. Johnson, Esq.
                  Law Offices of Kelly S. Johnson
                  180 Newport Center Drive, Suite 100
                  Newport Beach, CA 92660
                  Tel: (949) 729-8014

Total Assets: $3,925,614

Total Debts:  $4,779,815

A full copy of the Debtor's petition and list of creditors is
available for free at http://bankrupt.com/misc/cacb08-12617.pdf


HSPI DIVERSIFIED: Moody's Trims Ratings on Poor Credit Quality
--------------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by and an advance swap agreement entered into by
HSPI Diversified CDO Fund I, Ltd. and left on review for possible
further downgrade one of the ratings.  The rating actions are:

Class Description: $384,000,000 Class A-1 Advance Swap Agreement
dated December 12, 2006;

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

Class Description: $52,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2052;

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

Class Description: $77,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2052;

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

Class Description: $24,000,000 Class B Senior Subordinate Floating
Rate Notes due 2052;

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

Class Description: $28,000,000 Class C Subordinate Secured
Floating Rate Notes due 2052.

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on May 12, 2008, of an event of default caused by a
failure of the Class A-2 Par Value Ratio to be greater than or
equal to 90 percent, as described in Section 5.1(g) of the
Indenture dated Dec. 12, 2006.

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

HSPI Diversified CDO Fund I, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.


HUNTER'S POINT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hunter's Point Golf Community, LLC
        504 Bayhill Drive
        Nampa, ID 83686

Bankruptcy Case No.: 08-00933

Description: Gregory Bullock, managing member, filed the
             petition on behalf of the Debtor.

Chapter 11 Petition Date: May 16, 2008

Court: District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Howard R. Foley, Esq.
                  (hrfoley@foleyfreeman.com)
                  Foley Freeman PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130

Total Assets: $3,913,400

Total Debts:  $16,314,584

A full copy of the Debtor's petition and list of creditors is
available for free at: http://bankrupt.com/misc/idb08-00933.pdf


HURRICANE MEMPHIS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hurricane Memphis, LLC
        dba Pat O'Brien's -- Memphis
        2101 Merchant's Row, Suite 2
        Germantown, TN 38138

Bankruptcy Case No.: 08-24510

Description: Curtis Wegener, manager, filed the petition on
             behalf of the Debtor.

Chapter 11 Petition Date: May 9, 2008

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: P. Preston Wilson, Esq.
                  (ppwgwsb@bellsouth.net)
                  Gotten, Wilson, Savory & Beard
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139

Estimated Assets: $50,001 to $100,000

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

The Debtor did not file a list of creditors.


IDLEAIRE TECHNOLOGIES: Court Approves Sale Bidding Procedures
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved bidding procedures for the sale of substantially all of
the assets of IdleAire Technologies Corporation, subject to better
and higher offers.

The Debtor agrees to sell its assets for $10 million including
assumption of certain liabilities to the proposed purchaser,
IdleAire Acquisition Company LLC, which is composed of, among
others, Airlie Opportunity Master Fund Ltd., Kenmont Special
Opportunities Master Fund LP, Miesque Fund Limited, SV Special
Situations Master Fund Ltd., Pierce Diversified Trading Strategy
Fund LLC, Whitebox Hedged High Yield Partners LP, Wilfrid Aubrey
Growth Fund LP and Wilfrid Aubrey International Limited.  The
proposed purchase price consists of:
  
   i) a credit bid of all or portion of either the investors'
      debtor-in-possession financing claims or 13% senior notes
      due 2012, or

  ii) cash or a combination of any of the foregoing, plus
      assumed liabilities.

The proceeds of the sale will be used to pay postpetiton financing
and other secured debt.

Qualified bid along with a deposit equal to 10% of the purchase
price must be delivered by July 1, 2008, followed by an auction on
July 3, 2008.  Bid is set at $500,000 increment.

Pursuant to the agreement, deposit of each bidder will be returned
by the Debtor following the consummation of the sale to the
successful bidder.  The Debtor agrees to pay a $1,000,000
reimbursement to that bidder for out-of-pocket expenses.

A hearing is set for July 8, 2008, to consider approval of the
Debtor's sale request.  The sale is expected to close by July 18,
2008.

                         Briefly Noted

As reported in the Troubled Company Reporter on May 28, 2008,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the
Court to appoint a Chapter 11 examiner for the Debtor's bankruptcy
proceeding.

The Chapter 11 examiner is expected to evaluate the validity of
the (i) court-approved $25,000,000 debtor-in-possession loan from
a consortium of lenders led by Wells Fargo, National Association,
and (ii) the proposed $10 million purchase price for the sale of
all assets of the Debtor.

The U.S. Trustee said the Debtor's chief restructuring officer,
Stephen Gray, estimated the liquidation value of the Debtors at
$8,098,385 during the first day hearing on May 14, 2008.  Mr.
Gray's estimation of the Debtors' value at liquidation is less
than the DIP loan and the proposed purchase price, leaving
the bondholder debt entirely unsecured, the U.S. Trustee points
out.

A hearing is set for June 9, 2008, at 2:00 p.m., to consider the
U.S. Trustee's request.  Objections, if any, are due June 2, 2008,
at 4:00 p.m.

                        About IdleAire

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

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

As of Dec. 31, 2007, the Debtor had total assets of $210,879,000
and total debts of $303,616,000.


IMARX THERAPEUTICS: Posts $2.5 Million Net Loss in 2008 First Qtr.
------------------------------------------------------------------
ImaRx Therapeutics Inc. reported a net loss of $2.5 million for
the first quarter ended March 31, 2008, compared to a net loss of
$2.4 million for the same period last year.  This change was
primarily a result of increased selling, general and
administrative expenses offset partially by increased urokinase
sales.

Revenue for the first quarter ended March 31, 2008, rose to
$1.9 million from $1.2 million for the first quarter ended
March 31, 2007.  Increased sales of urokinase, which ImaRx began
commercializing in October 2006, drove the revenue increase for
the quarter.

On March 31, 2008, ImaRx had $10.3 million in cash and cash
equivalents compared to $12.9 million in cash and cash equivalents
on Dec. 31, 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$26.2 million in total assets, $18.3 million in total liabilities,
and $7.9 million in total stockholders' equity.

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

                   Going Concern Doubt

Ernst & Young LLP, in Phoenix, Ariz., expressed substantial doubt
about ImaRx Therapeutics Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
said that the company has recurring losses, which has resulted in
an accumulated deficit of $81.2 million at Dec. 31, 2007.  

Subsequent to the end of the quarter, the company paid
$5.2 million to satisfy all outstanding liabilities to Abbott
Laboratories, including the $10.8 million balance on the
$15.0 million non-recourse note.

                     About ImaRx Therapeutics

Based in Tucson, Ariz., ImaRx Therapeutics Inc. (Nasdaq: IMRX) --
http://www.imarx.com/-- is a biopharmaceutical company developing  
and commercializing therapies for vascular disorders.  The
company's research and development efforts are focused on
therapies for stroke and other vascular disorders using its
proprietary microbubble technology.  The company's
commercialization efforts are currently focused on its product,
urokinase, for the treatment of acute massive pulmonary embolism.


IMPART INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Impart, Inc.
        1300 North Northlake Way
        Seattle, WA 98103

Bankruptcy Case No.: 08-11892

Description: Joseph Martinez, chief executive officer, filed
             the petition on behalf of the Debtor.

Chapter 11 Petition Date: May 21, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Kevin J. Nash, Esq.
                  (FinkGold@aol.com)
                  Finkel Goldstein Rosenbloom Nash, LLP
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Estimated Assets: $0

Estimated Debts:  $3,883,136

A full copy of the Debtor's petition and list of creditors is
available for free at http://bankrupt.com/misc/nysb08-11892.pdf


INDALEX HOLDING: Poor Liquidity Position Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded Indalex Holding Corp.'s
corporate family rating to Caa2 from Caa1, probability of default
rating to Caa2 from Caa1, and second lien senior secured note
rating to Caa3 from Caa2.  The speculative grade liquidity rating
was affirmed at SGL-4.  The rating outlook is negative.

The downgrade and negative outlook are primarily a function of the
company's deteriorating liquidity position driven by greater than
expected volume declines and further weakening in end markets
which Moody's believes will likely persist through 2008.  Moody's
notes that the company has made efforts to restructure its
business and that the recently announced $15 million term loan has
provided additional liquidity which could be enhanced by the
possibility of an incremental $15 million term loan and up to
$28 million of sale-leaseback transactions.

However, despite these activities, Moody's believes that continued
weaker operating performance combined with capital spending levels
will likely result in negative free cash flow generation through
at least 2008.  This could severely pressure the company's
liquidity profile especially ahead of an $11.5 million interest
payment on the senior secured notes in August.  The ratings could
be further downgraded if Indalex is unable to bolster availability
under the credit facility and is challenged to meet its interest
payments, if it continues to experience significant volume
declines, or if working capital pressures constrain overall
liquidity.

Indalex's Caa2 corporate family rating reflects the high financial
leverage, high fixed cost base, and Moody's expectation that free
cash flow will be breakeven to negative over the intermediate
term.  Indalex's strong market position and ability to pass
through aluminum costs support the ratings.

Ratings affected by the actions include:

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1
  -- Probability of Default Rating, Downgraded to Caa2 from Caa1
  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa3,
     (LGD 5, 75%) from Caa2 (LGD 5, 71%)

  -- Speculative Grade Liquidity Rating Affirmed at SGL-4
  -- Negative Outlook

Headquartered in Lincolnshire, Illinois, Indalex is the parent of
the "Indalex" group of operating companies engaged in the
production of extruded aluminum products.  The company reported
revenues of approximately $1.1 billion in 2007.


INDALEX HOLDING: S&P Junks Rating on Second-Lien Notes
------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B-' corporate
credit rating on aluminum extruder Indalex Holding Corp. and
removed all ratings from CreditWatch, where they were placed with
negative implications on March 21, 2008.  At the same time, S&P
lowered the rating on the company's second-lien notes due 2014 to
'CCC+' from 'B-', and S&P revised the recovery rating to '5',
indicating its expectation for modest (10%-30%) recovery of
principal in the event of a payment default, from '3'.  The
outlook is negative.
     
"The affirmation reflects our expectations that, despite continued
weakness in Indalex's key construction and transportation markets,
the company has adequate liquidity to support its operations and
working capital needs in the next few quarters," said Standard &
Poor's credit analyst Anna Alemani.
     
Indalex's credit agreement was recently amended to allow the
company's equity sponsor, Sun Capital Advisers Inc., to provide
additional capital with a new non-amortizing $15 million term
loan, the proceeds of which were used to reduce outstanding
borrowings under its revolving credit facility.  The amended
agreement also allows Sun Capital to provide an additional
$15 million term loan, at its discretion, in support of the
company.
     
The company is also currently in negotiations regarding some sale
leaseback transactions, which could generate proceeds in excess of
$20 million.  These proceeds would also be used to reduce
outstanding revolving credit facility borrowings, although similar
funds must ultimately be reinvested in the business within 12
months.  Still, the company's liquidity position remains
precarious and any further weakness in operating performance as a
result of protracted or weaker-than-expected market conditions
could constrain liquidity.
     
Indalex is one of the largest aluminum extruders in the highly
fragmented North American market, with more than $1 billion in
revenues.


INDIANA SOFT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Indiana Soft Brush, Inc.
        7000 South State Road 67
        Pendleton, IN 46064

Bankruptcy Case No.: 08-06026

Description: Todd M. Perkins, president, filed the petition on
             behalf of the Debtor.

Chapter 11 Petition Date: May 22, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Eric N. Allen, Esq.
                  (ena1@awmlaw.com)
                  Allen Wellman McNew
                  Five Courthouse Plaza
                  PO Box 455
                  Greenfield, IN 46140-0455
                  Tel: (317) 462-3455
                  Fax : 866-287-6710

Debtor's two largest unsecured creditors are:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Madison County Treasurer         Taxes               $31,714.63
16 E. 9th Street
Anderson, IN 46016

Hancock County Treasurer         Taxes               $8,942.70
Courthouse, 2nd Floor
Greenfield, IN 46140


INNOVATIVE PBX: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Innovative PBX Telephone Service, Inc.
        aka Innovative PBX Services, Inc.
        aka Innovative E&M Service, Inc.
        aka IPS, Inc.
        7618 Boeing, Suite C
        El Paso, TX 79925

Bankruptcy Case No.: 08-30800

Type of Business: The Debtor is a miscellaneous merchandise  
                  retailer and electrical contractor.  See
                  http://www.innovativepbx.com

Chapter 11 Petition Date: May 29, 2008

Court: Western District of Texas (El Paso)

Debtor's Counsel: E.P. Bud Kirk, Esq.
                  6006 N. Mesa, Suite 806
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Fax: (915) 581-3452
                  budkirk@aol.com  

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

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


JP MORGAN: Fitch Lowers Ratings on Four Classes of NIM Notes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on six J.P. Morgan
Net Interest Margin Transactions:

JPMAC NIM 2006-OON1
  -- $8.4 million class N downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: J.P. Morgan Mortgage Acquisition
     Trust. 2005-OPT2

JPMAC NIM 2006-ARN1
  -- $3.2 million class A downgraded to 'C/DR6' from 'BB';
  -- $8.5 million class B downgraded to 'C/DR6' from 'B';
  -- $6.1 million class C remains at 'C/DR6';
     Underlying Transaction: Argent Securities Trust 2006-W3

JPMAC 2007-CH3 NIM
  -- $4.9 million class A affirmed at 'A-';
  -- $8.2 million class B affirmed at 'BBB-';
     Underlying Transaction: J.P. Morgan Mortgage Acquisition
     Trust 2007-CH3

JPMAC 2007-CH4 NIM
  -- $5.8 million class A affirmed at 'A-';
  -- $7.6 million class B affirmed at 'BBB-';
     Underlying Transaction: J.P. Morgan Mortgage Acquisition
     Trust 2007-CH4

JPMAC 2007-CH5 NIM
  -- $7.2 million class A affirmed at 'A-';
  -- $7.6 million class B downgraded to 'BB' from 'BBB-';
     Underlying Transaction: J.P. Morgan Mortgage Acquisition
     Trust 2007-CH5

JPMAC 2007-HE1 NIM
  -- $7.1 million class A affirmed at 'A-';
  -- $3.9 million class B affirmed at 'BBB-';
     Underlying Transaction: J.P. Morgan Mortgage Acquisition
     Trust 2007-HE1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


KANSAS CITY SOUTHERN: Unit Mulls $250MM Offering of Senior Notes
----------------------------------------------------------------
The Kansas City Southern Railway Company, a subsidiary of Kansas
City Southern, intends to offer $250 million of Senior Notes due
2015.

KCSR plans to use the net proceeds from the offering to repurchase
$200 million aggregate principal amount of its 9-1/2% Senior Notes
due 2008, to pay the fees and expenses associated with such
repurchase, to reduce borrowings under the KCSR revolving credit
facility, and for general corporate purposes.

A copy of the preliminary prospectus supplement and related base
prospectus may be obtained upon request to:

     Morgan Stanley
     Prospectus Department
     c/o Dominick Ruscitti
     180 Varick Street
     New York, NY 10014
     E-mail: prospectus@morganstanley.com

     ------ and ------

     Bank of America Securities LLC
     Prospectus Department
     3rd Floor, 100 W. 33rd Street
     New York, NY 10001
     Tel (800) 294-1322
     E-mail: dg.prospectus_distribution@bofasecurities.com

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE:KSU) -- http://www.kcsouthern.com/-- is a transportation   
holding company that has railroad investments in the U.S., Mexico
and Panama.  Its primary U.S. holding includes KCSR, serving the
central and south central U.S.  Its international holdings include
Kansas City Southern de Mexico, serving northeastern and central
Mexico and the port cities of Lazaro Cardenas, Tampico and
Veracruz, and a 50% interest in Panama Canal Railway Company,
providing ocean-to-ocean freight and passenger service along the
Panama Canal. KCS' North American rail holdings and strategic
alliances are primary components of a NAFTA Railway system,
linking the commercial and industrial centers of the U.S., Canada
and Mexico.

                           *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Kansas City Southern Railway Co.'s $275 million senior unsecured
debt due 2015, one notch higher than the corporate credit rating
on parent company Kansas City Southern.  S&P also assigned a
recovery rating of '2' to the notes, indicating that lenders can
expect substantial (70%-90%) recovery in the event of a payment
default.  The notes are guaranteed by Kansas City Southern.  S&P  
have affirmed its 'B+' long-term corporate credit on Kansas City
Southern.  


KATHLEEN TAYLOR: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kathleen S. Taylor
        298 Stahlman Avenue
        Destin, Florida 32541

Bankruptcy Case No.: 08-50250

Chapter 11 Petition Date: May 29, 2008

Court: Northern District of Florida (Panama City)

Debtors' Counsel: Charles M. Wynn, Esq.
                   (wynnlawbnk@earthlink.net)
                  Charles M. Wynn Law Offices, P.A.
                  P.O. Box 146
                  Marianna, Florida 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's petition is available for free at:

           http://bankrupt.com/misc/flanb08-50250.pdf


KH FUNDING: Posts $94,923 Net Loss in 2008 First Quarter
--------------------------------------------------------
KH Funding Company reported a net loss of $94,923, on net interest
income after provision for loan losses of $165,604, for the first
quarter ended March 31, 2008, compared with net income of $84,364,
on net interest income after provision for loan losses of
$403,228, in the same period in 2007.

The company derives its earnings from net interest income, which
is the difference between interest income the company earns from
its loans and investments, referred to as interest-earning assets,
and interest expense that the company pays on investor notes and
other borrowed funds, referred to as interest-bearing liabilities.  

Total interest income decreased to $1,214,182 for the three months
ended March 31, 2008, compared to $1,532,545 for the same period
in 2007.  The decrease in interest income was due primarily to a
decrease of $312,192 in interest earned on loans between the two
periods because a significant amount of higher-rate loans have
been paid off.  The decrease in interest earned on loans also
resulted from a decline in the company's loans receivable
portfolio due to normal payoffs and a lack of loan originations
and purchases.  

Interest expense was $969,480 for the three months ended March 31,
2008, and $1,084,317 for the corresponding period in 2007.  The
decrease in interest expense was a result of a decrease in total
investor notes payable due to increased redemptions during the
period.  

Provision for loan losses was $79,098 for the three months ended
March 31, 2008, compared to $45,000 for the three months ended
March 31, 2007.  These provisions increased the allowance for loan
losses to an amount deemed by management to be sufficient to meet
all anticipated loan losses plus a general amount to meet
unforeseen loan losses.  

The company had non-interest income of $29,669 during the three
months ended March 31, 2008, compared to $17,073 for the
corresponding period in 2007.  The difference was due to an
increase of $8,325 from rental income earned on other real estate
owned.

Non-interest expense decreased to $290,196 for the three months
ended March 31, 2008, from $335,937 for the three months ended
March 31, 2007.  The decrease was due to a reduction in salaries
and wages, securities offering costs and administration expenses.

The company has elected to be treated as a Subchapter S
corporation under the Internal Revenue Code and, accordingly, no
income tax expense appears in the company's financial statements.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$50,772,509 in total assets, $50,074,842 in total liabilities, and
$647,667 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cf5

                     Going Concern Doubt

Stegman & Company, in Baltimore, Md., expressed substantial doubt
about KH Funding Company's ability to continue as a going concern
after auditing the company's consolidated financial statement sfor
the year ended Dec. 31, 2007.  The auditing firm reported the the
company has not yet gained approval from the Securities Division
of the Office of the Maryland Attorney General to offer and sell
certain investor notes from Maryland or to Maryland residents.

On May 5, 2008, the company filed a new amendment to its
registration statement with the Securities and Exchange Commission  
and several state securities regulators covering the offer and
sale of investor notes, but this amendment has not yet been
declared effective.

KH Funding says that this delay, if it continues, presents a
significant risk that the company may have difficulty meeting its
future liquidity needs.  Additionally, stockholders' equity at
March 31, 2008, has decreased to 1.3% of total assets, which the
company believes to be inadequate to fully protect it against
potential losses.

                         About KH Funding

KH Funding Company -- http://www.khfunding.com/-- conducts  
mortgage banking operations from its headquarters in Silver
Spring, Maryland.  The company's primary business activities
consist of originating, acquiring and servicing mortgage and
business loans.  


KLBL LLC: Files Schedules of Assets and Liabilities
---------------------------------------------------
KLBL LLC filed with the United States Bankruptcy Court for the
Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

   Schedule                  Total Assets     Total Liabilities
   --------                  ------------     -----------------
   A. Real property            $1,900,000

   B. Personal property           110,000

   C. Property Claimed
      as Exempt

   D. Creditors Holding                              $1,715,000
      Secured Claims

   E. Creditors Holding                                  $5,700
      Unsecured Priority
      Claims

   F. Creditors Holding                                 $84,148
      Unsecured Non-
      priority Claims
                             ------------     -----------------
                  TOTAL        $2,010,000            $1,804,848

Malvern, Pennsylvania-based KLBL LLC filed for bankruptcy on March
19, 2008 (Bankr. E.D. Pa Case No. 08-11872).  Michael H. Kaliner,
Esq., at Jackson, Cook, Caracappa & Bloom, in Fairless Hills,
Pennsylvania, represents the Debtor.  

The United States Trustee for Region 3 called for a Section 341(a)
meeting of creditors in the Debtor's case on May 20 at 833 -
Chestnut Street, Suite 501, in Philadelphia.  


KLBL LLC: Gets Go-Signal to Hire Jackson Cook as Counsel
--------------------------------------------------------
KLBL LLC sought and obtained authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Jackson,
Cook, Caracappa and Bloom as their bankruptcy counsel.

The Debtor selected Jackson Cook because of the extensive
experience and knowledge of the firm's members and associates in
the field of bankruptcy, insolvency and debtors' and creditors'
rights.  The Debtor believes these attorneys are well qualified to
represent it in the Chapter 11 proceeding.

Jackson Cook will:

   a. assist the Debtor in preparing records and reports as
      required by the Federal Rules of Bankruptcy Procedure and
      local Bankruptcy Rules;

   b. assist the Debtor in preparing applications, motions and
      proposed orders to be submitted to the Court;

   c. give the Debtor legal advise with respect to its powers and
      duties in general and under the bankruptcy laws in
      particular;

   d. identify and prosecure claims and causes of action
      assertable by the Debtor, including but not limited to
      taking necessary action to avoid any liens against the
      Debtor's property where appropriate, to represent the Debtor
      in connection with proceeding to protect and reclaim the
      Debtor's assets;

   e. examine proofs of claim previously filed and to be filed in
      the Debtor's case and the possible prosecution of objections
      to certain of those claims;

   f. prepare on behalf of the Debtor the necessary applications,
      answers, orders, reports and other legal papers and
      documents as is required or necessary; and,

   g. perform any and all other legal services for the Debtor as
      may be necessary.

Michael H. Kaliner, Esq., a member at Jackson Cook, attests that
his firm does not have any connection with the Debtor, its
creditors, or any other party-in-interest or their attorneys, and
that the firm is a "disinterested person" within the meaning of
Sections 101(14) and 327 of the Bankruptcy Code.

Mr. Kaliner informed the Court in a filing dated April 21, that
the Debtor has paid the firm $4,000.

To contact the firm:

     Jackson, Cook, Caracappa and Bloom
     312 Oxford Valley Road
     Fairless Hills, Pennsylvania 19030
     Tel: (215) 946-4342
     E-mail: michaelkaliner@7trustee.net

Malvern, Pennsylvania-based KLBL LLC filed for bankruptcy on March
19, 2008 (Bankr. E.D. Pa Case No. 08-11872).  In its schedules
filed with the Court, the Debtor disclosed $2,010,000 in total
assets and $1,804,848 in total debts.

The United States Trustee for Region 3 called a Section 341(a)
meeting of creditors in the Debtor's case on May 20 at 833 -
Chestnut Street, Suite 501, in Philadelphia.  


KOPIN CORP: Nasdaq to Consider Securities Delisting on July 17
--------------------------------------------------------------
Kopin Corporation appealed the Nasdaq Listing Qualification
Staff's determination to delist the company's securities from The
Nasdaq Stock Market for failure to comply with NASDAQ Marketplace
Rule 4310(c)(14).

As a result of the appeal, the Nasdaq Staff's delisting action has
been stayed pending the final outcome of a hearing scheduled for
Thursday, July 17, 2008, before the Nasdaq Hearings Panel.

On May 19, Kopin received a NASDAQ Staff Determination Letter
indicating that the company faced a possible delisting because it
did not timely file its Quarterly Report on Form 10-Q for the
quarter ended March 29, 2008.  Kopin's Form 10-Q was delayed
pending the company's review of a Request for Mediation made by a
customer of the company.

At the July 17 hearing, Kopin must demonstrate its ability to
regain compliance with the particular deficiencies cited by Nasdaq
Staff, well as its ability to sustain long-term compliance with
all applicable maintenance criteria.

                       About Kopin Corporation

Based Taunton, Massachusetts, Kopin Corporation (NASDAQ:KOPN) --
http://www.kopin.com/-- is a developer and manufacturer of III-V  
products and miniature flat panel displays.  The company uses its
semiconductor material technology to design, manufacture and
market its III-V and display products.  The company products
enable its customers to develop and market a generation of
products for applications in wireless and consumer electronic
products.  It commercially develops and manufactures Gallium
Arsenide-based heterojunction bipolar transistor wafers and other
commercial semiconductor products that use Gallium Nitride and
Gallium Arsenide-based substrates.


LIBERTY HARBOUR: Moody's Chips Ratings on Four Note Classes to C
----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by Liberty Harbour II CDO Ltd.  The notes affected
by the rating action are:

Class Description: $168,000,000 Class A-1 Secured Floating Rate
Notes Due 2051

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

Class Description: $50,000,000 Class A-2 Secured Floating Rate
Notes Due 2051

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

Class Description: $27,000,000 Class B Secured Floating Rate Notes
Due 2051

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

Class Description: $17,000,000 Class C Deferrable Floating Rate
Notes Due 2051

  -- 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 May 12,2008, of an event of default
caused when there is a default in the payment of any accrued
interest on any Class A-1 Note when the same becomes due and
payable, or on any Class A-2 Note when the same becomes due and
payable or on any Class B Note when the same becomes due and
payable, in each case which default continues for a period of five
Business Days, as described in Section 5.1(a) of the Indenture
dated February 27, 2007.

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

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


LIMITED BRANDS: Moody's Holds Ratings and Changes Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Limited
Brands, Inc. to negative from stable and affirmed all existing
ratings including its senior unsecured rating at Baa3.  The change
in outlook to negative is based upon Moody's expectation that the
company will be challenged to improve its negative comparable
store sales trend during the second half of 2008 given the
challenging retail environment and the risk this poses for further
weakening in its credit metrics.

The Baa3 senior unsecured rating is supported by the company's
healthy profitability which exceeds its industry peer group
median, its solid merchandising skills, and track record of
creating innovative retail concepts.  These factors have
historically given the company the ability to maintain fairly even
operating performance despite its high seasonality and exposure to
a moderate level of fashion risk.  Given the company's moderate
exposure to fashion risk and economic cycles, Moody's generally
expects credit metrics that are strong for the rating category to
offset these risks.  However, Limited Brands current credit
metrics are generally weak for the Baa rating level.  The rating
also considers the company's financial policies which clearly
favor shareholders, as evidenced by the company's history of debt
financed share purchases (most recent of which was launched in
July 2007) and dividends.

The negative outlook reflects the possibility that Limited Brands
will not be able to improve its current negative comparable store
sales trend during the second half of 2008, placing it at risk for
further weakening in its credit metrics to levels that are more
indicative of a Ba rating category.

These ratings are affirmed:

  -- Senior unsecured at Baa3;
  -- Senior unsecured shelf at (P) Baa3;
  -- Subordinated shelf at (P) Ba1;
  -- Preferred shelf at (P) Ba2;
  -- Commercial paper at Prime-3.

Headquartered in Columbus, Ohio, Limited Brands, Inc. operates
2,974 specialty stores under the Victoria's Secret, Bath & Body
Works, C.O. Bigelow, La Senza, White Barn Candle Co., Henri
Bendel, and Pink name plates.  The company's products are also
available online. Revenues for the fiscal year ended Feb. 2, 2008
were nearly $10.1 billion.


MARCO BONILLA: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Marco A. Bonilla
         Silvia Rendon
         15325 Cargreen Avenue
         Hacienda Heights, CA 91745

Bankruptcy Case No.: 08-16904

Chapter 11 Petition Date: May 19, 2008

Court: Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtors' Counsel: John W. Rhee, Esq.
                  801 South Flower Street, 5th Floor
                  Los Angeles, CA 90017
                  Tel: (213) 614-0837

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of its 13 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         2006, 2007 Income       $100,000
North Loas Angeles St.           Taxes
STOP 5117
Los Angeles, CA 980012

Riverside County Treasurer       Property Taxes           $13,899
P.O. Box 12005
Riverside, CA 92502-2205

BMW Financial Services           Deficiency Balance        $4,900
5550 Briton Parkway
Hillard, OH 43026-7456

LVNV Funding LLC                 Collection Account        $3,775

Beneficial/HFC                   Credit Purchases          $2,851

American Express                 Credit Purchases          $1,953

MCYDSNB                          Credit Purchases          $1,792

Union Adjustment Co.             Collection Account        $1,555

Washington Mutual/Providian      Miscellaneous Purchase    $1,396

GEMB/Care Credit                 Credit Purchases            $661

Coast 2 Coast Financial          Collection Account          $314

Client Services Inc.             Collection Account          $266

Verizon California Inc.          Credit Purchases            $223


MARIMANDA TILLMAN: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marimanda Peed Tillman
        17799 State Highway 180
        Gulf Shores, AL 36542

Bankruptcy Case No.: 08-11790

Chapter 11 Petition Date: May 21, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Jeffery J. Hartley, Esq.
                  (jjh@helmsinglaw.com)
                  Helmsing, Leach, Herlon, Newman & Rouse
                  P.O. Box 2767
                  Mobile, AL 36652-2767
                  Tel: (251) 432-5521

Total Assets: $1,405,518

Total Debts:  $1,758,478

Debtor's list of its 11 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Guy H. Bussler                   Real Estate Loan        $194,970
29221 Ono Boulevard
Orange Beach, AL 36561

CIT Group Consumer Finance       Real Estate Loan        $577,877
P.O. Box 24610                                           Secured:
Oklahoma City, OK 73124-0610                             $440,000
                                                       Unsecured:
                                                         $137,877

Taylor Bean & Whitaker           Real Estate Loan        $271,777
1417 North Magnolia Avenue                               Secured:
Ocala, FL 34475                                          $150,000
                                                       Unsecured:
                                                         $121,777

Washington Mutual                Real Estate Loan        $225,360
                                                         Secured:
                                                         $110,000
                                                       Unsecured:
                                                         $115,360

Countrywide                      Real Estate Loan        $191,363
                                                         Secured:
                                                         $150,000
                                                       Unsecured:
                                                          $41,363

Lee Peed                         Real Estate Loan         $37,000

Homecomings Financial            Real Estate Loan         $23,950

The Indies Condominium           Real Estate Loan          $9,507
Association Inc.

The Cove Condominium             Real Estate Loan          $4,389
Association Inc.

Sailboat Bay Condominium         Real Estate Loan          $1,616
Association Inc.

CIT Group Consumer Finance       Real Estate Loan        $110,667
                                                         Secured:
                                                         $110,000
                                                       Unsecured:
                                                             $667


MARY NEIMANN: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mary Irvine Neimann
        1273 Starlit Drive
        Laguna Beach, CA 92651

Bankruptcy Case No.: 08-12648

Chapter 11 Petition Date: May 15, 2008

Court: Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Dennis E. McGoldrick, Esq.
                  (easky@mcbankruptcy.com)
                  350 South Crenshaw Boulevard, Suite A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 19 largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Seattle Funding                           $1,600,000
12391 20th Avenue
Northeast Suite J
Bellevue, WA 98005

Loghthouse & Equity Partners              $1,400,000
c/o Doug Weeks
1475 State College, Suite 224
Anaheim, CA 92806

PFF Bank                                    $999,999
399 North Garey Avenue
Pomona, CA 91767

Ralph Balcof                                $800,000
P.O. Box 1269
Azusa, CA 91702

BAC                                         $400,000
455 Hickey Boulevard, Suite 415
Paly City, CA 94015

Hub                                         $216,345

RFG Genereal Engineering                    $200,000

PFF Bank                                    $100,000

Ganahl Lumber                                $94,270

Robertsons Ready Mix                         $82,467

American Express                             $55,000

Naka Engineering                             $40,000

USAA Auto Loans                              $38,000

American Express - Business Gold             $37,000

Associated Ready Mix                         $33,650

Akay & Associates                            $30,000

USAA                                         $26,608

Providian/Washington Mutual                  $20,669

Amex-Costco                                  $20,647


MAXXAM INC: Resolves Listing Deficiency with AMEX
-------------------------------------------------
MAXXAM Inc. received a letter from the American Stock Exchange
stating that the company had resolved a continued listing
deficiency resulting from the late filing of its Form 10-K.

On April 1, 2008, the company advised AMEX that it would not be
able to file its Annual Report on Form 10-K for the year ended
Dec. 31, 2007, by the extended filing date under Rule 12b-25 of
the Securities and Exchange Act of 1934.  The company also advised
AMEX that this was due to the inability of the company to obtain
all of the necessary information required to complete disclosures
related to its equity method investees.

On the same day, the AMEX furnished the company with a letter
indicating that the failure to timely file the Form 10-K is a
violation of Sections 134 and 1101 of the AMEX Company Guide and
the Company's listing standards agreement with the AMEX.  The AMEX
Letter also indicated that the company should submit to AMEX a
plan as to the action the company has taken, or will take, to
bring itself into compliance with the AMEX provisions.

On April 11, 2008, the company furnished its Compliance Plan to
the AMEX.  On April 16, 2008, the AMEX notified the company that
it had accepted the Compliance Plan and granted the company an
extension until June 30, 2008, to again be in compliance with
AMEX's continued listing standards.

The company had filed the Form 10-K and therefore has completed
its Compliance Plan.  

The AMEX Resolution Letter also indicates the company has become
subject to the provisions of Section 1009(h) of the AMEX Company
Guide which provides that if a company, within 12 months of the
end of AMEX extension period, is again determined to be below
Continued Listing Standards, the AMEX staff will examine the
relationship between the two incidents of falling below Continued
Listing Standards and re-evaluate the company's method of
financial recovery from the first incident.  The AMEX would then
take appropriate action, which, depending upon the circumstance,
may include truncating its delisting procedures or immediately
initiating delisting proceedings.

Headquartered in Houston, MAXXAM Inc. (AMEX: MXM) is a publicly-
traded company, with business interests in three industries:
forest products, real estate investment and development and racing
operations.

MAXXAM Inc.'s consolidated balance sheet at March 31, 2008, showed
$483.5 million in total assets and $779.6 million in total
liabilities, resulting in a $296.1 million total stockholders'
deficit.

                         *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its effect
on the company, as well as the company's operating losses at its
remaining subsidiaries.


MEMORY PHARMA: March 31 Balance Sheet Upside-Down by $4.3 Million
-----------------------------------------------------------------
Memory Pharmaceuticals Corp.'s consolidated balance sheet at
March 31, 2008, showed $35.3 million in total assets and
$39.6 million in total liabilities, resulting in a $4.3 million
total stockholders' deficit.

The company reported a net loss of $13.4 million, on revenue of
$752,000, for the first quarter ended March 31, 2008, compared
with a net loss of $8.9 million, on revenue of $2.7 million, in
the same period in 2007.

The revenue decrease was primarily the result of the company  
having recognized $2.1 million in upfront and milestone payments
from Amgen during the 2007 period in connection with the PDE 10
program.

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?2cfd

                     Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
KPMG LLP, in Short Hills, N.J. expressed substantial doubt about  
Memory Pharmaceuticals Corp.'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 reported that the company has incurred recurring
losses from operations, has limited funds, and has debt
outstanding under an agreement which includes various provisions
including a material adverse effect clause.

                   About Memory Pharmaceuticals

Based in Montvale, N.J., Memory Pharmaceuticals Corp. (Nasdaq:
MEMY) -- http://www.memorypharma.com/-- focuses on developing  
innovative drugs for the treatment of debilitating central nervous
system disorders, many of which exhibit significant impairment of
memory and other cognitive functions, including Alzheimer's
disease and schizophrenia.


MERITAGE HOMES: Inks Instrument of Resignation with Two Banks
-------------------------------------------------------------
Meritage Homes Corporation entered into an Instrument of
Resignation, Appointment and Acceptance, dated May 27, 2008, with
Wells Fargo Bank, NA, and HSBC Bank USA, NA with respect to the
Indenture for each of these:

   * 7% Senior Notes due 2014,
   * 6.25% Senior Notes due 2015, and
   * 7.731% Senior Subordinated Notes due 2017

Each Instrument of Resignation provides that:

   (1) the Prior Trustee assigns, transfers, delivers, and   
       confirms to the Successor Trustee all right, title, and
       interest of the Prior Trustee in and to the trust created
       by the Indenture described in the Instrument of
       Resignation, all the rights, powers, and trusts of the
       Prior Trustee under the Indenture, and all property and
       money held by the Prior Trustee under the Indenture, with
       like effect as if the Successor Trustee were originally
       named as Trustee under the Indenture, and the Prior Trustee
       resigns as Trustee, Registrar and Paying Agent under the
       Indenture,

   (2) the company accepts the resignation of the Prior Trustee as
       Trustee, Registrar and Paying Agent under the Indenture and
       appoints the Successor Trustee as Trustee, Registrar and
       Paying Agent under the Indenture, and

   (3) the Successor Trustee accepts its appointment as Trustee
       under the Indenture and assumes all the rights, powers, and
       trusts of the Trustee under the Indenture and with respect
       to all property and money held or to be held under the    
       Indenture, with like effect as if the Successor Trustee
       were originally named as Trustee under the Indenture and
       accepts its appointment as Registrar and Paying Agent under
       the Indenture.

A full-text copies of the Instrument of Resignation, Appointment
and Acceptance are available for free at:

               http://ResearchArchives.com/t/s?2cfb
               http://ResearchArchives.com/t/s?2cfc

Headquartered in Scottsdale, Ariz., Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily     
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.  
Meritage Homes is the 12th largest homebuilder in 2006, Builder
Magazine says.  Meritage had 10,487 U.S. home closings generating
$3,461,000 in revenues in 2006, according to data compiled by
Builder.

Meritage Homes has reported four consecutive quarterly net losses
beginning in the second quarter ended June 30, 2007.  At March 31,
2008, the company's consolidated balance sheet showed $1.6 billion
in total assets, $894.8 million in total liabilities, and $686.8
million in total stockholders' equity.

                            *     *     *

As reported in the Troubled Company Reporter on May 21, 2008,
in a post at Seeking Alpha, Scott Weitz, the Chief Market
Strategist for Courtroom Traders, a Wall Street investment
newsletter, identified homebuilders that he thinks are close to
bankruptcy.  Tarragon Corp., WCI Communities, Inc., and Meritage
Homes Corp. are publicly traded residential builders in the U.S.
that are "most likely to file Chapter 11 sooner rather than
later," according to him.

Mr. Weitz considered Meritage Homes has the least possible chance
of filing for Chapter 11 protection among the three.  But he said,
it is "in the fast lane headed in that direction."

"They have no diversification of business activities outside of
residential development, and the regions they operate in are among
the hardest hit by the Real Estate fall out," according to him.

As reported in the TCR on Jan. 21, 2008, Moody's lowered the
ratings of Meritage Homes Corporation, including its corporate
family rating to B1 from Ba3, and its senior unsecured notes
rating to B1 from Ba3.  The ratings outlook is negative.


MESA AIR: Discloses Deal with Holders of Senior Notes Due 2023
--------------------------------------------------------------
Mesa Air Group, Inc.'s board of directors approved on May 20,
2008, separate agreements reached by the Company with certain of
the holders of its Senior Convertible Notes due 2023.

The company had disclosed that holders of the Notes have the right
to require the Company to repurchase the Notes on June 16, 2008 at
a price of $397.27 per $1,000 note plus any accrued and unpaid
cash interest. If all of the holders of the Notes exercise this
right, the Company would be required to repurchase the Notes for
approximately $37.8 million in cash, common stock, or a
combination thereof.

Under the terms of these agreements, holders holding approximately
$66.5 million in aggregate principal amount of the Notes
(representing approximately 70% of the aggregate principal amount
of Notes outstanding) have agreed to forbear from exercising their
Put right with respect to 75% in aggregate principal amount of
Notes owned by such holders (i.e., $19.8 million of the $37.8
million subject to the Put).

In consideration for such agreement, the Company agreed to
purchase 25% in aggregate principal amount of such holders' Notes
at a purchase price equal to 75% of the Put Price and the right to
require the Company to repurchase such Notes on January 31, 2009.

The put price payable on January 31, 2009 will also be payable in
cash, common stock, or a combination thereof, at the Company's
election. The Company's aggregate payment obligation with respect
to such purchased Notes is approximately $5.0 million, which must
be paid on or before May 27, 2008. The Company has not provided
update on this matter as of May 30.

In consideration for such forbearance, the Company also agreed to
issue to such holders two-year warrants to purchase 25,000 shares
of common stock for each $1 million in aggregate principal amount
of Notes deferred (or an aggregate of approximately 1.25 million
shares of common stock). The warrants have a per share exercise
price of $1.00, will contain anti-dilution protection for major
corporate events, such as stock splits and stock dividends, and
will not be exercisable to the extent the exercise thereof would
cause the holder to beneficially own greater than 4.99% of the
Company's outstanding capital stock.

As reported by the Troubled Company Reporter on May 30, 2008,
holders of approximately $23.2 million of notes issued by the
Company have agreed to forbear from exercising their right to
require the Company to repurchase their notes on June 16, 2008.

        Injunction Against Termination of Delta Air Deal

On May 29, Mesa Air obtained preliminary injunction from the
United States District Court for the Northern District of Georgia
in Atlanta, enjoining Delta Air Lines, Inc. from terminating its
Connection Agreement with the Company, and the Company's wholly-
owned subsidiary, Freedom Airlines, Inc.

The Company had previously warned in a regulatory filing it may
have to seek bankruptcy protection if Delta Air successfully
terminated their Connection Agreement.

A disclosure provided by the Company under a non-disclosure
agreement with noteholders revealed that should the Delta
Connection Agreement be terminated, Mesa Air plans to defer
payment obligations under its Senior Convertible Notes due 2023,
return aircraft and related parts and reduce certain maintenance
obligations with respect to the returned aircraft.

A Claims Pool Analysis contained in the disclosure showed that the   
preliminary estimate of the reorganized value of the Company is
between $150 million and $200 million.  The midpoint of estimated
value for general unsecured creditors is $150 million.  The
preliminary estimated recovery is between $0.17 to $0.23 on the
dollar.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30,
2008, including its current scheduled services, citing record-high
fuel prices, insufficient demand and a difficult operating
environment as the main factors in its decision.

                Implication on Hawaii Operation

Mesa attorney Brian Gilman told KHON2 that he believes "we've got
a very viable operation in Hawaii."

Airline analyst Peter Forman said, "They've already cut out Air
Midwest, but I think Go! is probably going to be one of their more
profitable operations."

                        About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with  
over 1,000 daily system departures to 157 cities, 42 states, the
District of Columbia, Canada, the Bahamas and Mexico. Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.  At Dec. 31, 2007, the company
had total assets of $1.19 billion and total liabilities of $1.06
billion.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.


MICHAEL MEISNER: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael A. Meisner
        2387 Northwest 49 Lane
        Boca Raton, FL 33431

Bankruptcy Case No.: 08-16502

Chapter 11 Petition Date: May 19, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Sherri B. Simpson, Esq.
                  (bklaw99@aol.com)
                  Law Offices of Sherri B. Simpson, P.A.
                  33 Northeast 2 Street, Suite 208
                  Fort Lauderdale, FL 33301
                  Tel: (954) 524-4141
                  Fax: (954) 763-5117

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its six largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Select Portfolio Servicing       Conventional            $384,015
P.O. Box 65250                   Real Estate              Secured
Salt Lake City, UT 84165         Mortgage            Undetermined

Citi Residential Lending         Conventional            $293,865
P.O. Box 11000                   Real Estate              Secured
Santa Ana, CA 92711              Mortgage            Undetermined

Chase                            Credit Card             $116,992
800 Brooksedge Boulevard
Westerville, OH 43081

Citi                             Credit Card              $36,511

Bank of America - Wilmington     Credit Card              $27,235

Bank of America - Norfolk        Credit Card              $11,789


MICHAEL MOFFATT: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael Alan Moffatt
        7156 Royal Oakland Drive
        Indianapolis, IN 46236

Bankruptcy Case No.: 08-06002

Chapter 11 Petition Date: May 22, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Mark Zuckerberg, Esq.
                  (filings@mszlaw.com)
                  Law Office of Mark S Zuckerberg, P.C.
                  333 North Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204
                  Tel: (317) 687-5157
                  Fax: (317) 687-5151

Total Assets: $1,959,864

Total Debts:  $1,169,037

Debtor's list of its 17 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Fifth Third Bank                 Real Estate             $502,091
P.O. Box 63900                                           Secured:
Cincinnati, OH 45263-0900                                $406,737

Bank of America                  Revolving Charge         $83,566
P.O. Box 15726
Wilmington, DE 19886-5726

Internal Revenue Service         Income Taxes             $10,000
P.O. Box 21126
Philadelphia, PA 19114

Chase                            Revolving Charge          $7,552

Newton Becker Brown Kamp         Attorney Fees             $4,735

Citifinancial Retail Services    Furniture                 $4,754
                                                         Secured:
                                                             $720

Diamond Point Property           Real Estate               $3,643

Nancy Norman                     Support Fees              $2,771

Indiana Department of Revenue    Income Taxes              $2,000

H.H. Gregg                       Appliances                $2,397
                                                         Secured:
                                                             $545

Circuit City                     Appliance                 $1,384
                                                         Secured:
                                                             $500

Double Eagle                     Services                  $1,225

Southside Mediation              Professional Services     $1,200

Kohl's                           Revolving Charge          $1,120

Macy's                           Revolving Charge            $447

Pate's Pool Service              Services                    $434

ADT Security Services            Alarm Services              $110


MICHAEL SHULER: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Michael F. Shuler
         Lynn S. Shuler
         7680 Bradley Road
         Somis, CA 93066

Bankruptcy Case No.: 08-11157

Chapter 11 Petition Date: May 22, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Jay L. Michaelson, Esq.
                  (cheryl@msmlaw.com)
                  7 West Figueroa Street, 2nd Floor
                  Santa Barbara, CA 93101-31918
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of its 15 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Washington Mutual                Equity Line              $71,000
c/o Reconveyance Company and
Deborah Brignac VP
9200 Oakdale Avenue
Mallstop N1 10012
Chatsworth, CA 91311

Watkins Fence and Construction   Construction             $60,054
9972 Creek Road
Oakview, CA 93022

Bank of America                  Credit Card              $40,058
P.O. Box 15726
Wilmington, DE 19886-5726

Barbara K. Sorem-Hughlett        Loan                     $30,000

Citi Cards                       Credit Card              $26,276

Ventura Medical and              Medical Services         $5,000
Surgical Group

GE Moneybank/Arrow               Credit Card              $4,000
Financial Services

Edison                           Electricity              $3,500

Home Depot - Rental Department   Equipment Rental         $1,800

Foothill Electric                Electricity              $1,716

Grimes Rock                      Sand Delivery            $1,500

Andy Gump                        Equipment Rental         $1,432

Cheveron - Atlanta               Credit Card              $1,079

Cheveron - Concord               Credit Card                $665

Unical                           Credit Card                $310


MILTON HUNTER: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Milton Ranier Hunter
        711 Cypress Creek Road
        Wallace, NC 28466

Bankruptcy Case No.: 08-03523

Chapter 11 Petition Date: May 23, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  (efile@stubbsperdue.com)
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor's four largest unsecured creditors are:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Helena Chemical Company          Trade Debt             $51,843
Attn: Managing Agent
P.O. Box 198153
Atlanta, GA 30384-8153

Harvey Fertilizer & Gas          Trade Debt             $35,000
Attn: Managing Agent
P.O. Box 189
Kinston, NC 28502

Farm Plan                        Trade Debt             $10,971
Attn: Managing Agent
P.O. Box 4450
Carol Stream, IL 60197-4450

BB&T                             Possible Deficiency    Unknown
Attn: Manager or Agent           for guaranty of debt
P.O. Box 1847                    of Cypress Creek
Wilson, NC 27894-1847            Enterprises LLC


MEDICOR LTD: Wants Exclusive Plan Filing Period Moved to June 30
----------------------------------------------------------------
MediCor Ltd. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to further extend
the Debtors' exclusive periods to:

   -- file a Chapter 11 plan until June 30, 2008; and

   -- solicit acceptances of that plan until Aug. 29, 2008.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP in
Wilmington, Delaware, says the Debtors need more time to
consummate the sale of all of their assets, non-debtor foreign
subsidiaries' assets and certain intellectual property.  

As reported in the Troubled Company Reporter on April 29, 2008,
the Debtors and their non-debtor foreign subsidiaries --
Eurosilicone SAS, Biosil Limited and Nagor Limited -- entered into
agreements with:

   i) Global Consolidated Aesthetics (US) Corp. for the sale of
      assets related to a pre-market approval application to
market and
      distribute breast Biosil implants in the U.S. (PMA) for
$1,500,000;

  ii) Global Consolidated Aesthetics France SAS for the sale  
      Eurosilicone for $38,000,000;

iii) Global Consolidated Aesthetics UK Ltd. for the sale of
      Biosil for $5,000,000; and

  iv) Global Consolidated Aesthetics Holdings Ltd. for the sale
      of Nagor for $7,000,000.

The Debtors' exclusive plan filing period expired on May 26, 2008.

The Debtors' $7 million debtor-in-possession facility expired on
May 31, 2008.  The Debtor will use the additional time to file an
appropriate request to amend the DIP facility, she says.

A hearing is set for July 7, 2008, at 10:30 a.m., to consider
approval of the Debtors' request.  Objections, if any, are due
June 27, 2008, at 4:00 p.m.

                          About MediCor

Based in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products          
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The company and seven of its affiliates filed for chapter 11
protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to
effectuate the orderly marketing and sale of their business.  
Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A.
Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the
Debtors' Delaware counsel.  The Debtors engaged Alvarez & Marsal
North America LLC as their restructuring advisor.  David W.
Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP
serve as the Official Committee of Unsecured Creditor's counsel.  
In its schedules of assets and debts filed with the Court, Medicor
disclosed total assets of $96,553,019, and total debts of
$158,137,507.


MORGAN STANLEY CAPITAL: S&P Puts Default Rating on Class M Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M commercial mortgage pass-through certificates from Morgan
Stanley Capital I Inc.'s series 2006-XLF to 'D' from 'BBB-' and
removed it from CreditWatch with negative implications, where it
was placed on Jan. 23, 2008.  Concurrently, S&P lowered its rating
on the class L certificate to 'BB-' from 'BBB'.  Additionally, S&P
raised its ratings on two classes and affirmed its ratings on
seven other classes from the same series.

The downgrades of the class L and M certificates follow Standard &
Poor's analysis of the underperforming ResortQuest Kauai and
Laurel Mall loans and the specially serviced Holiday Inn -
Columbus loan.  Together, these loans represent 31% of the pooled
balance.  Current operating performance for all three of the
properties is not meeting Standard & Poor's expectations at
issuance.  The other four loans, representing 69% of the pooled
balance, are secured by collateral that is performing at or close
to S&P's initial expectations.  The 'D' rating on the class M
certificate reflects continued interest shortfalls and possible
principal losses upon the eventual resolution of the collateral
securing the three underperforming loans.
     
The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.
     
As of the May 15, 2008, remittance report, the pooled trust
collateral consisted of the senior participation interests in four
floating-rate interest-only mortgage loans and three floating-rate
IO whole-mortgage loans.  All of the loans are indexed to one-
month LIBOR.  The pool balance has declined 84% to $248.8 million
since issuance.  To date, the trust has experienced no losses.
     
Details on the three underperforming loans are:

     -- The ResortQuest Kauai loan, the fourth-largest loan in the
        pool, has a whole-loan balance of $43.2 million that is
        split into two pieces: a $34.0 million senior component
        that makes up 14% of the pooled trust balance and a
        $9.2 million subordinate nonpooled component that provides
        the sole source of cash flow for the N-RQK raked
        certificate class, which Standard & Poor's does not rate.  

        In addition, the borrower's equity interest in the         
        property secures two mezzanine loans totaling
        $31.2 million, of which $25.2 million has been funded to
        date.  The loan is secured by a 311-room full-service
        hotel in Kapa'a, Hawaii.  This loan appears on the master
        servicer's watchlist due to a low debt service coverage of
        0.02x as of Dec. 31, 2007.  Reported occupancy was 66% as
        of December 2007.  The low DSC is attributable to the
        borrower's offering deep discounts on room rates in an         
        effort to increase occupancy.  Standard & Poor's
        incorporated the borrower's 2007 operating statements and
        2008 budget into its analysis.  The property is currently
        performing significantly below our expectations due to the
        substantial decrease in the average room rate and
        occupancy.  The loan matures in July 2009 and has two one-
        year extension options remaining.

     -- The Holiday Inn - Columbus loan, the sixth-largest loan in
        the pool, has a trust and whole-loan balance of
        $24.5 million (10%).  The loan is secured by a western-
        themed 337-room hotel resort in Columbus, Ohio, which
        includes a 57,700-sq.-ft. indoor water park.  In addition,
        the borrower's equity interest in the property secures a
        $10.5 million mezzanine loan.  The loan was transferred to
        the special servicer, Midland Loan Services Inc.(Midland),
        in January 2008 due to the termination of its Holiday Inn
        franchise agreement, a change in property management, and
        the loan's February 2008 maturity.  Because the hotel lost
        its Holiday Inn flag, the loan did not meet its extension
        hurdle.  The mortgage on the loan collateral is currently
        in foreclosure.  Occupancy was 36% as of December 2007.  A
        $6.1 million appraisal reduction amount based on an
        updated 2008 appraisal was effected against the loan,
        which is causing interest shortfalls to the class M
        certificate.

     -- The Laurel Mall loan, the seventh-largest loan in the
        pool, has a trust and whole-loan balance of $16.5 million
        (7%).  The loan is secured by 501,400 sq. ft. of a
        663,400-sq.-ft. regional mall in Laurel, Maryland.  In
        addition, the borrower's equity interest in the property
        secures a $9.3 million mezzanine loan.  The borrower is
        currently redeveloping and repositioning the property.  
        The property is still in the developing stages, and
        construction work is slated to begin later this year
and         
        estimated to be completed in 2009.  The loan is on the
        servicer's watchlist due to a reported low DSC of 0.13x
        for the 12 months ended Dec. 31, 2007.  The low DSC is due
        to higher operating expenses and lower rental revenue due
        to tenants with month-to-month leases that are paying
        below-market rents.  Occupancy was 82% as of December
        2007.  Standard & Poor's derived valuation has declined
        23% since issuance, which reflects the additional time
        needed to lease up the property at market rents.  The loan
        matures in February 2009 and has no extension options
        remaining.

Details of the remaining four loans in the pool are:

     -- The largest loan in the pool, Infomart, has a trust and
        whole-loan balance of $53.3 million (21%).  A seven-story,
        1.2 million-sq.-ft. class A office building in Dallas,
        Texas, secures the loan.  In addition, the borrower's
        equity interest in the property secures a $15.0 million
        mezzanine loan.  The master servicer, also Midland,
        reported a 1.99x DSC and 89% occupancy for the year ended
        Dec. 31, 2007.  Standard & Poor's net cash flow is up 18%
        since issuance.  The loan matures in May 2009 and has two
        one-year extension options remaining.

     -- The second-largest loan in the pool, Market Post Tower,
        has a whole-loan balance of $58.0 million that is divided
        into two pieces: a $50.5 million senior participation that
        makes up 20% of the pooled balance and a $7.5 million
        junior participation that is held outside the trust.  The
        loan is secured by a 15-story, 294,900-sq.-ft. class A
        office and telecom building in San Jose, California.  In
        addition, the borrower's equity interest in the property
        secures a $15.0 million mezzanine loan. Midland reported a
        DSC of 2.33x and occupancy of 96% for the 12 months ended
        Dec. 31, 2007.  Standard & Poor's adjusted NCF is
        comparable to its level at issuance. The loan matures in
        November 2008 and has two one-year extension options         
        remaining.

     -- The third-largest loan in the pool, Lafayette Estates, has
        a whole-loan balance of $70.0 million that is split into
        two pieces: a $61.0 million senior participation that is
        held in the trust and a $9.0 million junior interest that
        is held outside the trust. The senior participation is
        further divided into two portions: a $42.0 million senior
        component that makes up 17% of the pooled trust balance
        and a $19.0 million subordinate nonpooled component that
        is raked to the N-LAF and O-LAF certificates.  Standard &
        Poor's does not rate the raked certificates.  The loan was
        placed on the servicer's watchlist due to a low DSC of
        0.26x at year-end 2007 and its upcoming maturity.  
        Reported occupancy was 99% as of September 2007.  Eight
        19-story residential apartment buildings totaling 1,872
        units in Bronx, New York, secure this loan.  The borrower
        is in the process of converting the units from below-
        market rental housing to affordable for-sale housing
        cooperatives.  No units have been sold to date; however,
        the borrower is in the process of obtaining commitment
        letters for 217 units that are under contract.  Based on
        signed contracts, the valuation is comparable to our
        expectations at issuance.  However, S&P expected the
        borrower to have sold some units by this time.  S&P will
        continue to monitor the progress of the sales.  The
loan         
        matures in July 2008 and has five six-month extension
        options remaining.

     -- The fifth-largest loan in the pool, Sheraton Delfina, has
        a whole-loan balance of $30.0 million that is divided into
        two pieces: a $28.0 million senior participation that
        makes up 11% of the pooled trust balance and a $2.0
        million subordinate nonpooled component that provides the
        sole source of cash flow for the N-SDF raked certificate.  
        The loan is secured by a 307-unit apartment complex in
        Santa Monica, California, that was converted to a hotel.  
        In addition, the borrower's equity interest in the
        property secures a $30.0 million mezzanine loan.  Midland
        reported a 2.09x DSC and 85% occupancy for the 12 months
        ended Dec. 31, 2007. Standard & Poor's derived NCF has
        increased 10% since issuance.  The loan matures in March
        2009 and has two one-year extension options remaining.


        Rating Lowered and Removed from Creditwatch Negative
   
                   Morgan Stanley Capital I Inc.
   Commercial mortgage pass-through certificates series 2006-XLF

                  Rating
                  ------
      Class    To        From              Credit enhancement
      -----    --        ----              -----------------
      M        D         BBB-/Watch Neg           N/A

                          Rating Lowered
   
                   Morgan Stanley Capital I Inc.
   Commercial mortgage pass-through certificates series 2006-XLF

                        Rating
                        ------
            Class    To        From   Credit enhancement
            -----    --        ----   ------------------
            L        BB-       BBB                     11.15

                          Ratings Raised
   
                    Morgan Stanley Capital I Inc.
   Commercial mortgage pass-through certificates series 2006-XLF

                         Rating
                         ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------
           F         AAA       AA          49.72%
           G         AA+       AA-         40.20%

                         Ratings Affirmed
   
                   Morgan Stanley Capital I Inc.
   Commercial mortgage pass-through certificates series 2006-XLF

             Class          Rating   Credit enhancement
             -----          ------   ------------------
             D              AAA             87.17%
             E              AAA             59.24%
             H              A+              30.67%
             J              A               21.32%
             K              BBB+            18.58%
             N-SDF          BB+               N/A
             X-1            AAA               N/A

                      N/A -- Not applicable.


MOHSEN SARFARAZI: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Mohsen P. Sarfarazi
         Faith A. Sarfarazi
         4899 Southwest 2nd Terrace
         Ocala, FL 34474

Bankruptcy Case No.: 08-07435

Chapter 11 Petition Date: May 24, 2008

Court: Middle District of Florida (Tampa)

Debtors' Counsel: Buddy D. Ford, Esq.
                  (buddy@tampaesq.com)
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

Debtors' list of its 12 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           Taxes                 $250,270
Special Procedures Staff
400 West Bay Street, Stop 5720
Jacksonville, FL 32202

Dr. Mansoor Sarfarazi              Loan                  $250,000
263 Farmington Avenue
Farmington, CT 06030

Internal Revenue Service           Taxes                 $175,791
Special Procedures Staff
400 West Bay Street, Stop 5720
Jacksonville, FL 32202

AAA Financial Services (MBNA)      Credit Card            $94,619

Padro Buying Group                 Purchases              $48,108

Dr. Marcuss Sarfarazi              Loan                   $40,000

SunTrust Bank                      Line of Credit         $39,557

GMAC Mortgage (MBNA)               Credit Card            $13,004

John T. Driscoll, CPA              Acctng. Services        $5,000

Nelson Bisconti & Thompson         Legal Services          $3,500

Michael J. Cooper, Esq.            Legal Services          $3,112

Stephen J. Berlinsky, Esq.         Legal Services            $881


NAVISTAR INT'L: Fitch Simultaneously Holds Ratings, Removes Watch
-----------------------------------------------------------------
Fitch has affirmed and simultaneously removed from Rating Watch
Negative the ratings for Navistar International Corporation and
Navistar Financial Corp. to reflect progress in filing audited
financial statements.  The ratings are:

Navistar International Corp.
  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.
  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The ratings cover approximately $2.7 billion of NIC and NFC's
total $6.8 billion consolidated debt at the end of fiscal 2007.  
The Rating Outlook is now Negative.

Fitch placed NIC and NFC's ratings on Watch Negative on Jan. 19,
2006, due to delays in filing audited year-end financial
statements for fiscal 2005.  The removal from Watch Negative is
the result of NIC and NFC filing their fiscal 2007 10-K documents.   
The audited financial statements in the 10-Ks provide Fitch
sufficient additional information regarding NIC and NFC's
financial condition to allow the resolution of the Watch Negative.  
NIC and NFC are on the path to becoming current on their quarterly
filings and expect this to happen no later than the end of June
2008 with the filing of both their first and second quarter 10-Qs.

The negative rating outlook reflects continued weakness in the
North American truck market, the potential for weak cash flow in
it its current fiscal year, low margins, litigation concerns
surrounding NIC's relationship with Ford, its largest customer,
substantially reduced capitalization levels at NFC, the company's
non current quarterly filing status, and the potential for limited
access to external capital until financial statements are up to
date.

The ratings also incorporate concerns including material
weaknesses in NIC's financial reporting control, ongoing SEC
investigations, commodity cost increases, limited geographic
diversity, the uncertain future business relationship with Ford,
the sustainability of defense business if the operations wind down
in Iraq and Afghanistan, and several concerns regarding NFC, as
discussed below.

The ratings are supported by NIC's U.S. and Canada market share
leadership in Class 6-8 trucks and school buses, competitive
engine portfolio, strong North American distribution network,
current and future potential military business, and likely
strategic acquisition of GM's medium duty business that is
expected to be completed by the end of 2008.  The company also
benefits from a more competitive three-year contract with the UAW
that eliminates guaranteed employment and runs through Sept. 30,
2010.  A return to a stable outlook is dependant on the
combination of several factors including the continuation of NIC's
filing progress, a clearer path to strong free cash flow, improved
margins, resolution of business and legal issues with Ford, and
improved capitalization levels at NFC.

Through the first four months of 2008, NIC's U.S. medium and heavy
truck sales are off approximately 18% due to the weak U.S.
economy.  This represents a continuation of a weak U.S. market for
medium and heavy trucks sales.  NIC experienced a 39% truck unit
sales decline in 2007due to the cyclical market decline that
occurred as a result of new emissions standards for the industry.  

U.S. truck sales for NIC and the industry may not rebound until
calendar year 2009, when a new pre-buy is expected ahead of
another emissions change that will go into effect in 2010.  NIC's
business is also being negatively affected by sales decline of
Ford's F-series equipped with NIC's 6.4L V8 diesel engine.  In the
mid-term NIC may lose its engine business with Ford in addition to
the Blue Diamond truck joint venture with Ford that will end in
September 2009.  The relationship between the companies has
deteriorated due to warranty and pricing issues, but given Fitch's
estimate of the low margins from NIC's business with Ford, the
loss of business may not be a credit concern.  Ford represented
14% of NIC's revenue in 2007.

Offsetting NIC's weak truck and engine business in North America
in its fiscal year 2008 is its growing parts business, export
sales, and substantial military business growth.  NIC has won over
$4.4 billion of military contracts since the end of 2006, the
majority of which are related to the Mine-Resistant Ambush
Protected vehicles and will be booked in its current fiscal year.  
Though NIC does not have any MRAP orders beyond its current fiscal
year there is a potential for future business.  NIC is also in the
process of developing a Joint Light Tactical Vehicle with BAE
Systems which could lead to additional defense business.

NIC's $1.7 billion of credit facilities consist of a $200 million
secured asset-backed revolving credit facility, unsecured
$1.1 billion term loan and unsecured $400 million synthetic
revolving credit facility.  According to un-audited financials NIC
drew $230 million from its unsecured synthetic revolving credit
facility and had a $625 million manufacturing cash balance at the
end its second quarter.  

The company is able to access $190 million of its secured facility
and has some letters of credit against its unsecured facility
therefore Fitch estimates total liquidity for the manufacturing
operations at April 30, 2008 at $964 million.  NIC indicated that
it expects to have between $550 million to $650 million of
manufacturing cash by the end of the fiscal year and that capital
expenditures should be between $250 million-$350 million.  Fitch
estimates that free cash flow in 2008 could be potentially weak
due to reduced Class 6-8 sales in North America, lower Ford
volumes and high commodity costs which have already increased
$20 million in the first half of NIC's fiscal year.

Other uses of cash in NIC's 2008 fiscal year include $364 million
of debt maturities, the majority of which is Deal Cor debt,
acquisition costs related to GM's Medium duty truck business,
professional fees related to accounting issues which NIC estimates
will be in the $150 million-$170 million range and a $100 million
contribution to its pension fund.

NIC generated $127 million of cash from operations during its 2007
fiscal year which included a $400 million dividend from the
financial subsidiary.  This dividend severely weakened the
capitalization levels of Navistar Financial, as discussed below.  
NIC's 2006 fiscal year cash from operations was $518 million The
decrease in cash flow was due primarily to lower net income due to
a significant decline in truck sales, but it was also affected by
$190 million of professional fees related to the NIC's accounting
issues, $86 million in increased raw material costs and prepaid
and intangible pension contributions.  Despite the dividend from
NFC, NIC's free cash flow in fiscal year 2007 was negative
$183 million and was impacted by an $83 million increase in
capital expenditures over 2006.

In 2007 NIC's debt was reduced approximately 18% or $443 million
(primarily related to Deal Cor) to $2 billion. (Deal Cor consists
of NIC's majority owned dealership subsidiary that is currently
refurbishing and selling some NIC dealers. Dealerships that are
sold assume the debt that is associated with them).  The unfunded
status of NIC's consolidated pension plans in 2007 was reduced
$668 million from 2006 to $197 million, primarily as a result of
substantial asset returns.  Professional fees related to NIC's
restatements and accounting issues were $234 million in FY 2007
and $105 million in the first and second quarter of FY 2008.  NIC
expects these fees to be normalized in FY 09' in the $20 million
to $30 million range, which will positively impact cash flow and
margins.

For fiscal year 2007 revenue was $11.9 billion, down $2 billion or
14% compared to fiscal year 2006.  The revenue decline was
attributable primarily to NIC's truck segment where net sales
declined approximately $2.2 billion in 2007 versus 2006 due to the
drop off of truck sales resulting from the emissions pre-buy in
2006. Operating margins for NIC's 2007 truck, engine and parts
business before eliminations was 3.5%.

Fitch views increasing risks at NFC, mainly due to weakened
capital levels following $400 million of dividends to the
manufacturing parent company in fiscal 2007.  As a result, equity
to managed assets now stands at 3.94% from 7.79% at fiscal year-
end 2006.  In addition, while NFC has always applied fair value to
its retained interest in securitization it has not yet adopted FAS
157/159 pertaining to fair value for financial assets, but will be
required to do in its next quarterly filing.  Given the large
retained interest of $319 million or 116% of equity, and changed
market dynamics for such assets, NFC could potentially need to
write-down its retained interest, placing further pressure on
capital levels.

NFC's funding profile is weak and relies heavily on expensive bank
funding, which Fitch believes may make NFC less competitive in
offering financing.  Fitch believes that the rise in borrowing
costs is beginning to affect NFC competitively, as its market
share of NIC retail sales has steadily declined the past few
years.

Lastly, Fitch recognizes deterioration in NFC's asset quality
metrics in 2007 and expects further, albeit, modest weakening
given current economic conditions and the spike in fuel prices.  
While the company has experienced rising delinquencies and losses,
Fitch believes the current levels of delinquencies and losses are
manageable and within historical ranges.


PIERRE FOODS: Moody's Puts B3 Corp. Family Rating Under Review
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the long-term ratings of Pierre Foods, Inc., including
the company's corporate family rating and probability of default
rating of B3.  LGD assessments are also subject to adjustment.  
The review reflects Moody's concern that Pierre will be unlikely
to improve weak credit metrics and boost profit margins given the
high costs of the company's commodity raw materials such as
chicken and cheese.

Moody's lowered Pierre's speculative grade liquidity rating to
SGL-4 from SGL-3 based on Moody's expectation that weak
profitability will challenge the company's ability to comply with
financial covenants over the next 12 months, and that Pierre is
likely to be much more reliant on external sources of funding
until profitability improves.

Ratings under review for possible downgrade:

  -- Corporate family rating at B3
  -- Probability-of-default rating at B3
  -- $40 million senior secured revolving credit facility maturing
     2009 at B2

  -- $227 million senior secured term loan facility maturing 2010
     at B2

  -- $125 senior subordinated notes maturing 2012 at Caa2

Rating lowered:

  -- Speculative Grade Liquidity rating to SGL-4 from SGL-3

Reported gross profit margin fell to 69.1% of sales in the third
fiscal quarter ended Dec. 1, 2007, down from 74.7% in the prior
year's period, primarily due to negative impact of high and rising
costs for raw materials proteins.  Less than one-third of Pierre's
third quarter sales were protected from commodity exposure via
either market-related pricing contracts or USDA Commodity
Reprocessing Program.  Gross profit margin was also hurt, to a
lesser extent, by sales of net lower-margin products in the Zartic
business and by outsourcing as a result of the destruction of the
Hamilton, Alabama facility.

As a result, debt to EBITDA for the twelve months ended on
December 1, 2007 was 8.8 times, and EBITA to interest only about
0.7x.  Adding back $2.8 million in costs that are not expected to
recur -- administrative and integration costs, charge related to
the transfer of inventory to a new warehouse, and severance
expense -- last twelve months credit metrics are still very weak,
with debt/EBITDA of 8.3x and EBITA/Interest of 0.8x.

Pierre's SGL-4 Speculative Grade Liquidity rating reflects Moody's
concern that Pierre's profitability will continue to be pressured
by commodity costs.  Consequently, Moody's view is that the
company will be challenged to meet financial covenants over the
next twelve months, and is likely to be heavily reliant on
external sources of financing, primarily its $40 million revolving
credit agreement.

Moody's review will focus on (1) Pierre's initiatives to boost
profitability, including improved customer fulfillment rate,
rationalization of stock keeping units, inventory reduction, and
the potential for further price increases; (2) its progress in
integrating Zartic, which was acquired in December 2006; and (3)
liquidity, especially projected reliance on external sources of
financing and covenant cushion.

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc. is a
manufacturer, marketer and distributor of processed food
solutions, focusing on formed, pre-cooked and ready-to-cook
protein products, compartmentalized meals and hand-held
convenience sandwiches.  Revenues for the twelve months ended
Dec. 1, 2007 were approximately $642 million.  The company was
purchased by Madison Dearborn Partners and certain members of
Pierre's management on June 30, 2004.


PRIMEDIA INC: Charles Stubbs Joins Board of Directors
-----------------------------------------------------
The Board of Directors of PRIMEDIA Inc. elected Charles Stubbs as
a new director of the company, effective May 27, 2008.  The
company's board will now have 10 directors.

As disclosed in the Troubled Company Reporter on April 25, 2008,
PRIMEDIA appointed Mr. Stubbs to the position of president and
chief executive officer. Mr. Stubbs replaced Robert Metz.  

A full-text copy of the Mr. Stubbs Employment Agreement is
available for free at: http://ResearchArchives.com/t/s?2cf6

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.    
operation, is an integrated media business that provides
advertising supported print and online consumer guides for the
apartment and new home industries.  Consumer Source publishes and
distributes more than 38 million guides -- such as Apartment Guide
and New Home Guide -- to approximately 60,000 U.S. locations each
year through its proprietary distribution network, DistribuTech.

The company also distributes category-specific content on its
leading websites, including ApartmentGuide.com, NewHomeGuide.com
and Rentals.com, a comprehensive single unit real estate rental
site.

At March 31, 2008, the company's consolidated balance sheet showed
$251.3 million in total assets and $388.1 million in total
liabilities, resulting in a $136.8 million total stockholders'
deficit.


PROIA & GOULETTE: Hires Ullian & Associates as Counsel
------------------------------------------------------
Proia & Goulette Citgo, Inc., hired Leonard Ullian, Esq., and The
Law Offices of Ullian & Associates, as its bankruptcy counsel
under a general retainer.

Ullian & Associates provided services to the Debtor prior to its
bankruptcy filing.

Joseph Proia, the Debtor's president, says the firm is
knowledgeable and experienced in bankruptcy matters.

Mr. Ullian attests that his firm holds no interest adverse to the
Debtor or its estate, and that his firm is a "disinterested
person" as defined in Sec. 101(14) of the Bankruptcy Code.

The firm has received a retainer of $6,039, which includes a
$1,039 filing fee.

The firm can be reached at:

   Leonard Ullian, Esq.
   The Law Office of Ullian & Associates, Inc.
   220 Forbes Rd., Suite 106
   Braintree, MA 02184
   Tel: (781) 848-5980

Brookline, Massachusetts-based Proia & Goulette Citgo, Inc., filed
for bankruptcy on March 24, 2008, before the U.S. Bankruptcy Court
for the District of Massachusetts in Boston (Case No. 08-12043).  
In its petition, the Debtor did not disclose its total assets, but
reported less than $50,000 in total debts.


QUAIL LAKE: Court Wants Chapter 11 Plan Filed by June 17
--------------------------------------------------------
The Hon. Leslie J. Tchaikovsky of the U.S. Bankruptcy Court for
the Northern District of California partly denied a request by
BANKFIRST to lift the automatic stay so it can exercise its rights
under a prepetition loan agreement with Quail Lake Estates
Associates, L.P.

The Court conditioned the continuation of the automatic stay with
respect to Bankfirst on the Debtor filing a plan of reorganization
and accompanying disclosure statement by June 17, 2008, 90 days
after the Debtor's bankruptcy filing.

The Court will set a hearing to consider the adequacy of the
disclosure statement within 60 days after it is filed.

The Court will hold a telephone status conference a week after the
plan is filed or during the week of June 30, to discuss how to
proceed with the hearing on the disclosure statement.  The
disclosure statement hearing may end up being an evidentiary
hearing.

Bankfirst said it solicited the Debtor's proposal to pay the bank
before and after its loan matured in September 2007, but the
Debtor did not respond.

Bankfirst said the Debtor is approaching a year without making any
payments on its loan.  The debt, Bankfirst said, accrues interest
at roughly $100,000 per month.

Bankfirst also pointed out the Debtor has not paid its real
property secured taxes and its junior lienholders.

According to Bankfirst, the Debtor represented that it received a
$14,000,000 cash offer plus roughly $5,000,000 of preferred stock
from Pacific First Corp. for the Debtor's asset.  Bankfirst
nothing has developed from those talks.

Bankfirst also pointed out that a sale to Pacific First would not
be sufficient to pay secured claims or any amount to unsecured
creditors.

The Debtor objected to Bankfirst's request to lift the automatic
stay, arguing that Bankfirst failed to seriously address the
Debtor's ability to seasonably propose and obtain confirmation of
a chapter 11 plan.

Bankfirst pointed out that the bankruptcy case was filed seven
months after contractual maturity of Bankfirst's loan, and about
10 months after the Debtor made its last payment to Bankfirst.  
Bankfirst said the Debtor has not come close to meeting its burden
of proof that it can meet its obligations as they become due.

Emeryville, California-based Quail Lake Estates Associates, LP,
owns and manages real estate.  The Debtor filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for
Northern District of California in Oakland on March 18, 2008 (Case
No. 08-41296).  James D. Wood, Esq., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $23,110,239 in total
assets and $23,545,774 in total debts in schedules filed with the
Court.


QUAIL LAKE: Can Hire James Wood as Bankruptcy Counsel
-----------------------------------------------------
Quail Lake Estates Associates, L.P., sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of California to employ James D. Wood as its bankruptcy
counsel.

Quail Lake requires the assistance of a counsel to enable it to
perform its responsibilities as debtor-in-possession, to
facilitate a reorganization, and to protect its rights and those
of the bankruptcy estate.  Quail Lake anticipates the
reorganization will involve numerous complex issues involving the
bankruptcy laws, compliance with the Court's requirements, and the
rights of interested parties.

Mr. Wood will be paid $285 an hour for his services.

Mr. Wood has received no deposit, payment, or retainer from Quail
Lake.  Claremont Properties LLC is Quail Lake's sole general
partner.  Thomas C. Dashiell is Claremont Properties' sole member
and manager.  Mr. Dashiell and Claremont have guaranteed Mr.
Wood's fees and expenses in the case.  Mr. Dashiell has advanced a
$7,039 retainer.  Mr. Wood used $1,039 as filing fees.

Mr. Wood attests that he does not have any connection with Quail
Lake, its creditors or any other party-in-interest, their
attorneys or accountants, the United States trustee, or any person
employed in the office of the United States trustee.

To contact the Debtor's bankruptcy counsel:

   James D. Wood, Esq.
   Attorney at Law
   3675 Mount Diablo Boulevard, Suite 250
   Lafayette, California 94549-3775
   Tel: (925) 284-9663
   Fax: (925) 283-9663
   E-mail: jdw@jdwoodlaw.com

Emeryville, California-based Quail Lake Estates Associates, LP,
owns and manages real estate.  The Debtor filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for
Northern District of California in Oakland on March 18, 2008 (Case
No. 08-41296).  The Debtor disclosed $23,110,239 in total assets
and $23,545,774 in total debts in schedules filed with the Court.


QUEBECOR WORLD: Obtains OK to Sell Aircraft for $20.3 Million
-------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized Quebecor World Inc. and its
debtor-affiliates to sell the Challenger Aircraft to Key Equipment
Finance Canada Ltd.

A full-text copy of Aircraft Sales Agreement is available for
free at http://ResearchArchives.com/t/s?2c6c

As reported in the Troubled Company Reporter on May 19, 2008,
pursuant to a lease intended as security dated as of Feb. 6, 2004,
Quebecor Printing Aviation Inc. leased one Bombardier CL-600-2B16
(Variant 604) "Challenger" aircraft and two General Electric CF34-
3B engines from Wachovia Financial Services, Inc.  Quebecor World
was the guarantor of QPA's obligations under the aircraft
lease.

On April 4, 2008, QPA provided Wachovia with written notice of
its intent to exercise an early termination option under the
aircraft lease and purchase the aircraft on the next scheduled
payment date, May 6, 2008.

The Debtors actively marketed the Aircraft and have entered into a
sale agreement.  The Debtors obtained an appraisal from
Aeronautical Systems Inc., which estimated the retail market value
of the Aircraft to be $20,450,000.  The Debtors also received an
appraisal prepared by Aviation Management Consulting, Inc., for
Quebecor Media Inc., a related party that had evidenced an
interest in purchasing the aircraft, indicating a current market
value of the aircraft of $19,900,000.  The Debtors also solicited
offers from other potential purchasers of the Aircraft.  QMI
ultimately made the highest offer to purchase the Aircraft,
submitting an offer of $20,300,000 on Feb. 12, 2008, which offer
resulted in the sale agreement.

Key Equipment is technically the buyer under the sale agreement
because it will be providing the financing to QMI -- the primary
party with whom the Debtors have been in negotiations.  It is the
Debtors' understanding that Key Equipment has agreed to provide
QMI with lease financing and that QMI will lease the Aircraft from
Key Equipment upon the closing of the sale agreement.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


QUEBECOR WORLD: Sells European Biz to HHBV for EUR133 Million
-------------------------------------------------------------
Quebecor World Inc. signed a definitive purchase agreement
providing for the sale of Quebecor World's European operations to
Hombergh/De Pundert Group (HHBV), a Netherlands based investment
group.  The transaction is valued at approximately EUR133 million
and is expected to close by the end of June 2008.

Under the terms of the agreement, HHBV has deposited
EUR46.5 million in escrow to be released to Quebecor World at
closing.  This cash amount will be adjusted higher to cover all
funds disbursed by Quebecor World to support any seasonal
financing needs of the European operations between the signature
date and closing.  HHBV will assume approximately EUR65 million
of net debt, and a EUR21.5 million five-year note bearing
interest at 7% per year which will remain payable to Quebecor
World post-closing.  The sale is being made substantially on an
"as is, where is" basis.  The only condition to closing is court
approval.  The transaction is not subject to the approval of
either Quebecor World's or HHBV's shareholders.  Assuming
completion of the transaction, the net cash proceeds to be
received by Quebecor World will be EUR46.5 million, less certain
customary deductions and expenses permitted by its debtor-in-
possession (DIP) credit facility, which are intended to be used
by Quebecor World to partially reimburse indebtedness under the
credit facility.

"The sale of our European operations is an important step in our
restructuring activities that we believe should enable us to exit
creditor protection in North America as a stronger player in our
industry," said Jacques Mallette, President and CEO of Quebecor
World.   "I would like to thank our European customers and
employees for their support and assure them that we intend to
assist HHBV in ensuring a smooth transition.  We also look forward
to continue servicing our European customers' needs in North
America and Latin America."

Mr. Hendrik van den Hombergh, founder and partner of HHBV stated
"We are very excited about this opportunity and we are looking
forward to working with local management to make this transaction
a success for our employees and our customers.  This transaction
is a first and major step in our goal of building a Pan-European
printing platform."

Quebecor World's European operations currently include 17
printing and related facilities employing approximately 3,500
people in Austria, Belgium, Finland, France, Spain and Sweden.  
Quebecor World Europe produces magazines, catalogs, retail
inserts, direct mail products, book and directories for many of
the world's largest retailers, publishers and branded goods
companies.

Hombergh/De Pundert Group is a Netherlands based investment group
whose expertise lies predominantly in the industrial sector.  The
Group has various investments in the concrete business and energy
sector.  As part of its investments strategy, the Hombergh/De
Pundert Group seeks majority stakes in companies which have a
strong management and operate in sectors which require
consolidation.

As previously reported, Quebecor scrapped the sale of the
European assets to Dutch company RSDB for EUR240,000,000 or about
$341,000,000 in December 2007.  The RSDB deal would have
bolstered Quebecor's balance sheet with $213,000,000 in cash to
be applied to debt, The Canadian Press said.  The deal collapsed
when RSDB shareholders rejected the sale.  According to  
Bloomberg News, Quebecor cited its inability to sell its European
unit as one of its reasons for its bankruptcy filing.

As of May 30, 2008, one euro is equivalent to 1.55 U.S. dollars,
valuing the sale of Quebecor's European assets at $206,150,000.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


RADCO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RADCO Properties, Inc.
        5696 Bend of River Road
        Rocky Mount, NC 27803

Bankruptcy Case No.: 08-03611

Type of Business: The Debtor develops and operates
                  non-residential property.

Chapter 11 Petition Date: May 29, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Stephen L. Beaman, Esq.
                  (sbeaman@beamanlaw.com)
                  Stephen L. Beaman, PLLC
                  P.O. Box 1907
                  Wilson, NC 27894
                  Tel: (252) 237-9020
                  Fax: (252) 243-5174

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 15 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sampson Bladen Oil Company                               $402,500
c/o A. Bartlett White, Esq.
P.O. Box 527
Raleigh, NC 27602

N.C. Department of Revenue       RADCO Sale Tax          $190,000
Office Services                  ($90,000 Tax)
Bankruptcy Unit
P.O. Box 1168
Raleigh, NC 27602-1168

Jones & Frank Corp.              Judgment                 $30,000
c/o Philip T. Gray, Esq.         Wake County
580 New Waverly Place
Suite 240
Cary, NC 27518

H.T. Hackney Company             Judgment                 $29,000

Coastal Wholesale                                         $22,000

Internal Revenue Service         Pay Roll                 $19,000

Southco Distributing Co.         Account                  $17,500

Waccamaw Transport               Judgment                  $6,800

Brown Oil Company                                          $5,500

Branch Banking & Trust Co.                                 $4,500

Richard H. Cooper                                          $3,300

Wilson County Tax Collector      2007 Property Tax         $3,000

Johnston County Tax Collector    2007 Property Tax         $2,300

Nash County Tax Collector        2007 Property Tax         $2,000

N.C. Department of Revenue       RADCO Withholding Tax       $445


RCS-CHANDLER: Has Potential Buyer, Developer Tells Court
--------------------------------------------------------
According to Luci Scott at The Arizona Republic, developer Jeff
Cline disclosed at a May 27, 2008 hearing that he has a potential
buyer for Elevation Chandler, his abandoned high-rise next to
Chandler Fashion Center.

Arizona Republic relates Mr. Cline informed the hearing examiner
and trial attorney for the U.S. trustee, Patty Chan, that he filed
Chapter 11 papers so he could reorganize and have the ability to
sell the property.  Michael R. Walker, Esq., at Schian Walker
P.L.C., the Debtor's counsel, however, told Ms. Chan they don't
have a definitive date yet as to when the property would sell,
Arizona Republic says.

The report did not mention the identity of the buyer.  According
to Arizona Republic, Mr. Cline did not return a phone call or
e-mail asking about the buyer.

Mr. Scott, citing court documents, reports that Walk About Real
Estate Company is listed as being involved in a sale agreement.  
Mr. Scott, however, notes there is no indication that a contract
has been signed, and the Broadway Road address in Tempe, Arizona,
for Walk About on the documents is a post-office box at a UPS
store.

Mr. Scott relates that, according to Arizona Corporation
Commission records, the name associated with Walk About Real
Estate Company at the Broadway address is Babak Motamedi.

Records, according to Mr. Scott, show a Babak Motamedi lives in
Chandler but has a non-published phone number.

Walk About was incorporated in June, Mr. Scott says.

According to the paper, the agent for Walk About is PHG Service
Corp., based with Hymson, Goldstein & Pantiliat in Scottsdale,
Arizona.  The paper's calls to the firm were not returned.

                       About RCS-Chandler

Headquartered in Phoenix, Arizona, RCS-Chandler LLC, owned by Jeff
Cline, constructs and develops hotels.  The company filed for
Chapter 11 protection on April 11, 2008 (Bankr. D. Ariz. Case
No.08-04021).  The Debtor filed for bankrutpcy one business day
before its property was to be sold at public auction.

Michael R. Walker, Esq., at Schian Walker P.L.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection against its creditors, it listed assets and debts
between $50 million and $100 million.  The Deal reported that the
Debtor had $40 million in assets and $61.6 million in debts.

Construction at Elevation Chandler stopped in April 2006, leaving
a partially built shell on prime real estate south of the mall at
the Santan Freeway and Loop 101, Arizona Republic says.

Prior to the bankruptcy filing, owner Jeffrey Cline had been
marketing RCS-Chandler, The Deal quotes McClatchy-Tribune Regional
News as reporting.

Efforts to sell the property in the past did not succeed, relates
Arizona Republic, citing Chandler officials, in part because Mr.
Cline still wanted to be involved with the property.


RESSLER HARDWOODS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ressler Hardwoods & Flooring Inc.
        25 Keystone Drive
        Lebanon, PA 17042
        Tel: (717) 675-2266

Bankruptcy Case No.: 08-01878

Type of Business: The Debtor creates hardwood flooring and
                  wood finish for interiors.

Chapter 11 Petition Date: May 27, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Jacques H. Geisenberger, Jr., Esq.
                  Jacques H. Geisenberger, Jr., P.C.
                  Wheatland Place
                  941 Wheatland Avenue, Suite 201
                  Lancaster, PA 17603
                  Tel: (717) 397-3500
                  Fax: (717) 299-5813

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Fuelmakers Inc.                    Trade Debt          $1,206,944
c/o  First Commonwealth Bank
P.O. Box 0153
Indiana, PA 15701

James Little                       Loan                  $400,000
13010 Jerome Jay Drive
Cockeysville, MD 21030

Weinig Group                       Trade Debt            $117,039
124 Crosslake Park
P.O. Box 3158
Mooresville, NC 28117

Hawkeye Forest Products            Trade Debt             $59,971

E.D. Bessey Lumber Products        Trade Debt             $42,231

C.M. High Inc.                     Trade Debt             $38,893

Cornerstone Loan                   Loan                   $35,823

Salem Hardwood                     Trade Debt             $34,817

CQ Hardwood Finisher               Trade Debt             $30,347

ELMCO Associates                   Trade Debt             $30,307

TM Refrigeration                   Trade Debt             $30,298

Quality Woods Ltd.                 Trade Debt             $29,909

Young Adjustment Company, Inc.     Services               $28,375

Tuscarora Hardwoods Inc.           Trade Debt             $24,336

Steve J. Reiter, CPA               Trade Debt             $21,750

Matson Lumber Co.                  Trade Debt             $21,694

Blue Ridge Lumber                  Trade Debt             $17,749

Industrial Timber & Lumber         Trade Debt             $17,572

Goodfellow Lumber Co.              Trade Debt             $11,226

Hermance Machine Co.               Trade Debt             $10,717


RIDGEVIEW PROFESSIONAL: Case Summary & Seven Largest Creditors
--------------------------------------------------------------
Lead Debtor: Ridgeview Professional Complex, L.L.C.
             1070 Horizon Ridge Parkway, Suite 100
             Henderson, NV 89012

Bankruptcy Case No.: 07-17833

Debtor-affiliate filing separate a Chapter 11 petition on May 28,
2008:

        Entity                                     Case No.
        ------                                     --------
        Caritas Plaza, LLC                         08-15517

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Corinthian Hills, L.L.C.                   07-17834
        Gobbles, L.L.C.                            07-17835

Type of Business: The Debtors own and manages real estate.

Chapter 11 Petition Date: November 27, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Financial Condition of debtors filing separate Chapter 11
petitions:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Ridgeview Professional      $1 Million to          $1 Million to
Complex, L.L.C.             $100 Million           $100 Million

Corinthian Hills, L.L.C.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

Gobbles, L.L.C.             $1 Million to          $1 Million to
                            $100 Million           $100 Million

Financial Condition of debtor filing separate a Chapter 11
petition on May 28, 2008:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Caritas Plaza, LLC            $10 million to        $10 million to
                                 $50 million           $50 million

A. Ridgeview Professional Complex, LLC's Four Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Reeves Construction Co.        goods and services        $100,000
1070 Horizon Ridge Parkway,
Suite 100
Henderson, NV 89012

Lamb Asphalt                   goods and services         $24,313
2516 Losee Road
North Las Vegas, NV 89030

K.J.E. Consulting Engineers,   goods and services         $23,102
Inc.
4130 Sandhill Avenue,
Suite A-15
Las Vegas, NV 89121

Project X                      goods and services            $320

B. Corinthian Hills, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John Marchiano, Esq.           legal services             $10,000
218 Lead Street
Henderson, NV 89015

C. Gobbles, LLC's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
K.J.E. Consulting Engineers,   goods and services         $11,001
Inc.
4130 Sandhill Avenue,
Suite A-15
Las Vegas, NV 89121

Dupont Engineering             goods and services          $8,475
4420 South Arvile Street,
Suite 1
Las Vegas, NV 89103

D. Caritas Plaza, LLC does not have any creditors that are not
   insiders.


RITCHIE RISK: Parent Hires Maple Life to Sell $2BB Insurance Line
-----------------------------------------------------------------
Ritchie Capital Management Ltd., the owner of Ritchie Risk Linked
Trading Strategies (Ireland) Ltd. life settlement portfolio, has
employed Maple Life Financial Inc. and its affiliate MLF LexServ
L.P. to provide services with respect to the $2.3 billion face
amount of life insurance policies purchased in February 2008
pursuant to a bankruptcy sale auction.

Maple Life Financial Inc. was employed as the exclusive marketing
and sales agent for the disposition of a significant portion of
the portfolio.  It is anticipated that the assets will be sold in
a series of portfolio transactions over the next nine months.

MLF LexServ L.P. has been hired to provide servicing and asset
management services for the almost 900 acquired policies.  The
addition of the assets raises MLF LexServ L.P.'s face value
serviced to nearly $6.5 billion.

Headquartered in Bethesda, Maryland, Maple Life Financial Inc.   
is a settlement provider dedicated to helping institutional
investors achieve their objectives in mortality-based products.
    
MLF LexServ L.P. is a servicer of life settlement policies
providing portfolio servicing and asset management services to
institutional investors.

           About Ritchie Risk-Linked Strategies Trading

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.

The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Jan. 16, 2008.


RIVER BEND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River Bend Community, LLP
        aka Avalon
        aka Maverick Golf Club
        aka The Green Pepper Restaurant
        4495 Emerald Vista, Ste. 2
        Lake Worth, FL 33461
        Tel: (561) 304-1645

Bankruptcy Case No.: 08-17264

Chapter 11 Petition Date: May 30, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Alan J. Perlman, Esq.
                  Adorno & Yoss, LLP
                  Email: aperlman@adorno.com
                  350 E. Las Olas Blvd., Ste. 1700
                  Fort Lauderdale, FL 33301
                  Tel: (954) 766-7822
                  Fax: (954) 766-7800
                  http://www.adorno.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Grayhawk Communities Corp.                           $800,000
4653 Riverwalk Village Court
Ponce Inlet, FL 32127

Wilson County Tax Collector                          $234,978
2 Library Ln., Ste. 1
Floresville, TX 78114-2239

MBC Engineers                                        $111,510
1035 Central Pkwy. N.
San Antonio, TX 78232

Clear Channel Outdoor                                $27,689

Staffing Concepts              40 employees          $26,808
International

Ben E. Keith Co.                                     $16,609

IGT Media Holdings, Inc.                             $15,384

Ashworth, Inc.                                       $13,710

Nike USA, Inc.                                       $12,834

MG Building Materials                                $12,495

Mizuno                                               $11,564

Callaway Golf                                        $11,186

Thomas Moy & Sons Water Well                         $10,000
Drilling

Great Lakes Golf Course                              $9,625
Products

Wells Fargo Credit                                   $9,011

Page & Tuttle                                        $8,018

Bear Oil Co., Inc.                                   $6,907

Range Servant America, Inc.                          $6,727

Texas Comptroller of Public                          $6,261
Accounts

Imperial Premium Finance                             $6,074


ROBERT CALDICOTT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Robert Caldicott
        170 Flower Hill Road
        Unit 3-B
        Huntington, NY 11743

Bankruptcy Case No.: 08-11975

Chapter 11 Petition Date: May 27, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Robert J. Faller, Jr., Esq.
                  (okfaller@hotmail.com)
                  O'Kelly & Faller, P.C.
                  445 Hamilton Avenue, Suite 405
                  White Plains, NY 10601
                  Tel: (914) 946-2822
                  Fax: (914) 946-7950

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any unsecured creditors that are not
insiders.


SAMUEL RONDA: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Samuel Ronda
        Silva Ronda
        445 South Pascack Road
        Chestnut Ridge, New York 10977

Bankruptcy Case No.: 08-22740

Chapter 11 Petition Date: May 23, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: Lawrence R. Reich, Esq.
                   (reichlaw@aol.com)
                  Reich Reich & Reich, P.C.
                  175 Main Street, Suite 300
                  White Plains, New York 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtors' eight largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/nysb08-22740.pdf


SCH DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sch Development LLC
        aw Sch Development Co LLC
        6388 Indiana Avenue, Suite #102
        Riverside, California 92504

Bankruptcy Case No.: 08-15518

Chapter 11 Petition Date: May 13, 2008

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtors' Counsel: Thomas E. Cummings, Esq.
                  32295 Mission Trail #280
                  Lake Elsinore, CA 92530
                  Tel: (951) 579-3210

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


SCOTTISH RE: Financial Uncertainty Cues Fitch to Junk Ratings
-------------------------------------------------------------
Fitch Ratings has downgraded Scottish Re Group Limited's Issuer
Default Rating to 'CCC' from 'B' and the Insurer Financial
Strength ratings of its primary North American operating
subsidiaries to 'CCC+' from 'BB'.  The Rating Watch has been
revised to Evolving from Negative.

The actions are based on the significantly heightened uncertainty
surrounding SKRRF's financial position following further delays in
the company's completion of its evaluation of other-than-temporary
impairment charges to be recognized in the consolidated financial
statements in accordance with US GAAP for the year ended Dec. 31,
2007.  The company also recently determined that it had a material
weakness in its internal controls over financial reporting as of
Sept. 30, 2007, thus rendering its financial statements as of that
date unreliable.

SKRRF currently estimates that its net after tax loss for the year
ended Dec. 31, 2007 will be significantly greater than its net
loss reported for 2006 ($377 million) and that the amount of
consolidated shareholders equity will be significantly reduced
from the levels reported previously.

According to Fitch's rating definitions, IFS ratings in the 'CCC'
range are characterized as 'very weak' and reflect that although
policyholder obligations are still being met on a timely basis,
the capacity for continued timely payments is reliant upon
sustained, favorable business, economic and market environment and
a real possibility exists that ceased or interrupted payments
could occur in the future.

Due to ongoing realized and unrealized investment losses linked to
securities backed by subprime and Alt-A residential mortgages
within its investment portfolio, Fitch believes that SKRRF's
capacity to remain solvent may now be reliant on the successful
completion of various financial and strategic initiatives,
including the previously announced sales of certain businesses.  
There are no assurances such transactions will be executed.  Fitch
notes that SKRRF recently disclosed agreement whereby ING America
Holdings consented to a recapture of a pro-rata portion of
business ceded by Scottish Re (U.S.) Inc. to its securitization
vehicle, Ballantyne Re plc.

The Ratings Watch modification to Evolving from Negative reflects
Fitch's view that if the noted strategic and financial
transactions are executed, it is likely SKRRF's ratings can be
upgraded, whereas if they are not executed, the risk of insolvency
will be heightened, likely resulting in further downgrades.

The ratings are also subject to adjustment upon (i) receipt of
SKRRF's audited consolidated financial statements for the year
ended Dec. 31, 2007 and the details on the valuation of assets,
and/or (ii) receipt of statutory statements for Scottish Annuity &
Life Insurance Company (Cayman) Limited for the year ended Dec.
31, 2007.

No action has been taken on the IFS rating of Scottish Re Limited,
as this UK operation is not exposed to the asset risk and
liquidity concerns resident elsewhere in the organization and
Fitch believes progress on the disposition of this business is
ongoing.  The resolution of the Rating Watch Evolving is dependant
on the success of that pursuit and the financial strength of a
potential buyer.

Fitch has downgraded these ratings and revised the Rating Watch to
Evolving from Negative:

Scottish Re Group Ltd.

  -- IDR to 'CCC' from 'B';
  -- 7.25% non-cumulative perpetual preferred stock to 'C/RR6'
     from 'CCC+/RR6'.

Scottish Annuity & Life Insurance Company (Cayman) Limited
  -- IFS rating to 'CCC+' from 'BB'.

Scottish Re (U.S.) Inc.
  -- IFS rating to 'CCC+' from 'BB'.

Stingray Pass Through Trust
  -- $325 million 5.902% collateral facility securities due
     Jan. 12, 2015 to 'CCC+/RR4' from 'BB'.

Fitch has taken no action on this rating, which remains on Rating
Watch Evolving:

Scottish Re Limited
  -- IFS rating 'BB'.


SECURITIZED ASSET: Fitch Downgrades Ratings on 23 NIM Notes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on 23 Securitized Asset
Backed Net Interest Margin Notes as:

SABR NIM Trust 2005-FR2
  -- $1.9 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2005-FR2

SABR NIM Trust 2005-FR3
  -- $1.5 million Class Notes downgraded to 'C/DR6' from 'BB',      
     removed from Rating Watch Negative;
     Underlying Transaction: SABR 2005-FR3

SABR NIM Trust 2005-FR4
  -- $4.6 million Class Notes downgraded to 'C/DR6' from 'B',
     removed from Rating Watch Negative;
     Underlying Transaction: SABR 2005-FR4

SABR NIM Trust 2005-FR5
  -- $2.4 million Class Notes downgraded to 'C/DR6' from 'B',
     removed from Rating Watch Negative;

  -- $37.9 million Class N-2 downgraded to 'C/DR6' from 'B';
  -- $5.9 million Class N-3 downgraded to 'C/DR6' from 'CCC';     
     Underlying Transaction: SABR 2005-FR5

SABR NIM Trust 2005-HE1
  -- $2.9 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2005-HE1

SABR NIM Trust 2006-FR1
  -- $9.6 million Class Notes downgraded to 'C/DR6' from 'B';
     Underlying Transaction: SABR 2006-FR1

SABR NIM Trust 2006-FR4
  -- $17.5 million Class Notes downgraded to 'C/DR6' from 'B',
     removed from Rating Watch Negative;
     Underlying Transaction: SABR 2006-FR4

SABR NIM Trust 2006-HE2
  -- $15.2 million Class Notes downgraded to 'C/DR6' from 'B';
     Underlying Transaction: SABR 2006-HE2

SABR NIM Trust 2006-KS8
  -- $9.4 million Class Notes downgraded to 'C/DR6' from 'BB';
     Underlying Transaction: RASC 2006-KS8

SABR NIM Trust 2006-KS9
  -- $22.7 million Class Notes downgraded to 'C/DR6' from 'BB';
     Underlying Transaction: RASC 2006-KS9

SABR NIM Trust 2006-NC3
  -- $6.0 million Class Notes downgraded to 'C/DR6' from 'B';
     Underlying Transaction: SABR 2006-NC3

SABR NIM Trust 2006-WF3
  -- $11.0 million Class Notes downgraded to 'CC/DR4' from 'BBB-';
     Underlying Transaction: Wells Fargo Home Equity Asset-Backed      
     Securities 2006-3

SABR NIM Trust 2006-WM3
  -- $23.8 million Class Notes downgraded to 'C/DR6' from
     'CC/DR4';
     Underlying Transaction: SABR 2006-WM3

SABR NIM Trust 2006-WM4
  -- $29.2 million Class Notes downgraded to 'C/DR6' from
     'CC/DR4';
     Underlying Transaction: SABR 2006-WM4

SABR NIM Trust 2007-BR1
  -- $20.0 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2007-BR1

SABR NIM Trust 2007-BR2
  -- $22.0 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2007-BR2

SABR NIM Trust 2007-BR3
  -- $21.2 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2007-BR3

SABR NIM Trust 2007-BR4
  -- $17.9 million Class Notes downgraded to 'C/DR5' from 'BBB-';
     Underlying Transaction: SABR 2007-BR4

SABR NIM Trust 2007-BR5
  -- $8.7 million Class N-1 downgraded to 'CC/DR4' from 'A-';
  -- $6.7 million Class N-2 downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2007-BR5

SABR NIM Trust 2007-HE1
  -- $18.1 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2007-HE1

SABR NIM Trust 2007-NC1
  -- $13.1 million Class Notes downgraded to 'C/DR6' from 'BBB-';
     Underlying Transaction: SABR 2007-NC1

SABR NIM Trust 2007-NC2
  -- $10.9 million Class Notes downgraded to 'C/DR4' from 'BBB-';
     Underlying Transaction: SABR 2007-NC2

SABR NIM Trust 2007-WF1
  -- $5.7 million Class Notes downgraded to 'CCC/DR2' from 'BBB-';
     Underlying Transaction: Wells Fargo Home Equity Asset-Backed
     Securities 2007-1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


SILVERJET PLC: Grounds Planes on Failure to Secure Financing
------------------------------------------------------------
Silverjet PLC suspended its operations after failing to secure an
emergency cash injection from an investor, The Wall Street Journal
reports.

U.S. bank Citigroup noted in a research note that Silverjet is the
seventh airline to cease operations since December, according to
WSJ.

In a press statement, Silverjet stated that it had yet to receive
the proceeds of the $5 million drawdown request made under its
loan facility with Viceroy Holdings LLC, a development fund based
in the U.S. and United Arab Emirates.

Silverjet said that Viceroy had agreed to lend up to around
GBP8.4 million or $16.6 million, while the airline plans to issue
shares to the investor to raise proceeds of around GBP4.3 million,
WSJ says.  Viceroy had also signed a memorandum of understanding
to invest much as an additional GBP38 million, WSJ states
according to Silverjet.

Silverjet also disclosed in a press statement that its working
capital reserves were limited and that advances under the loan
facility were required as a matter of urgency.  Silverjet has not
received any further sums from Viceroy.

Silverjet continues to be in discussions with investors interested
in supporting the business of Silverjet, however it has yet to
conclude such discussions to its satisfaction.

WSJ, citing the Civil Aviation Authority, says that around 7,000
U.K. and 2,500 non-U.K. ticket holders are likely to be affected
by the airline's grounding.  

U.K. passengers who booked flights directly with Silverjet aren't
covered by the CAA's Air Travel Organizers' Licensing travel
protections, although those who booked through travel agents or
booked with a chauffeur service are, WSJ indicates.

According to WSJ, the airline's stocks were suspended last May 30
at 13 pence amid concerns over the airline's funding.

Citigroup said Silverjet's demise isn't too surprising given its
loss-making status and the failures of MAXjet and EOS, WSJ
relates.  

Virgin Atlantic Airways Ltd. is offering special fares for
Silverjet ticket holders, and other airlines are expected to make
similar deals, WSJ relates.

                       About Silverjet Plc

Headquartered in Luton, United Kingdom, Silverjet Plc (LON:SIL) --
www.flysilverjet.com/ -- is a non-trading holding company.  The
company's business segments comprised: Scheduled and Chartered.  
The activities of the group of companies, of which Silverjet plc
is the ultimate holding company are the operation of exclusively
business class international scheduled air services and charter
air services for the carriage of passengers, freight and mail,
together with the provision of ancillary services.  Its
subsidiaries include Silverjet Aviation Limited, Flyjet Limited,
Skylease Limited, Sky People Limited and Skylease Limited.


SIX FLAGS: Stockholders Okay 2008 Stock Option & Incentive Plan
---------------------------------------------------------------
Stockholders of Six Flags, Inc., approved a 2008 Stock Option and
Incentive Plan at the 2008 Annual Meeting of Stockholders held on
May 22, 2008.  The Plan will remain in effect until March 21,
2018, unless sooner terminated in accordance with its terms.

Under the Plan, the Compensation Committee of the company's Board
of Directors may grant non-qualified stock options, incentive
stock options, stock appreciation rights, and shares or rights to
purchase shares to key employees (including, but not
limited to, officers and directors who are employees) of the
company and its subsidiaries.  In addition, directors who are not
employees of the company or its subsidiaries are also eligible for
grants of options under the Plan.  A total of 3,250,000 shares of
the company's common stock may be issued pursuant to the Plan.

A full-text copy of the company's 2008 Stock Option and Incentive
Plan is available for free at http://ResearchArchives.com/t/s?2cf8

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme     
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

At March 31, 2008, Six Flags' consolidated balance sheet showed
$410.6 million stockholders' deficit, compared with $252 million
deficit at Dec. 31, 2007.

                            *     *     *

As related in the Troubled Company Reporter on May 26, 2008,
Fitch Ratings has downgraded these ratings: Issuer Default Rating
to 'C' from 'B-'; Senior unsecured notes (including the 4.5%
convertible notes) to 'C/RR5' from 'CCC/RR6'; and Preferred stock
to 'C/RR6'from 'CCC-/RR6'.

As disclosed Troubled Company Reporter on May 20, 2008, Standard &
Poor's Ratings Services placed its 'CCC+' corporate credit rating
and 'CCC-' senior unsecured rating on Six Flags Inc. on
CreditWatch with negative implications.


SOLAR COSMETIC: Wants to Hire Shutts & Bowen as Counsel
-------------------------------------------------------
Solar Cosmetic Labs, Inc., and Solar Packaging Corp. ask the
United States Bankruptcy Court for the Southern District of
Florida for permission to employ Shutts & Bowen LLP as their
counsel.

Shutss & Bowen will:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession and the continued management of its
      business operations;

   b) advise the Debtors with respect to their responsibilities in
      complying with the U.S. Trustee's operating guidelines and
      reporting requirements and with the rules of the Court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings and other legal documents necessary in the
      administration of these cases;

   d) protect the interest of the Debtors in all matters pending
      before the Court; and

   e) represent the Debtors in negotiations with their creditors
      in the preparation of a Chapter 11 plan of reorganization.

Peter Shapiro, Esq., a partner of the firm, bills $410 per hour
while Edward O'Sheedan, Esq., charges $275 per hour for his
rendered services.  The firm's other professionals and their
compensation rates are:

      Designations              Hourly Rates
      ------------              ------------
      Attorneys                  $225-$650
      Paralegals                 $75-$195
      Legal Assistants           $75-$195

Mr. Shapiro assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Miami Gardens, Florida, Solar Cosmetic
Labs Inc. -- http://www.solarcosmetics.com/-- and --   
http://www.bodyandearth.com/-- manufacture, markets and sells   
perfumes, cosmetics, and other toilet preparations.  The company
and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008
(Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  Judge Laurel
Isicoff presides the case.


SOLAR COSMETIC: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Solar Cosmetic Labs, Inc., and Packaging Corp. delivered to the
United States Bankruptcy Court for the Southern District of
Florida its schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $13,925,425
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $26,338,745
      Secured Claims
   E. Creditors Holding                               133,165
      Unsecured Priority
      Claims
   F. Creditors Holding                            24,456,870
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $13,925,425    $50,928,780

Headquartered in Miami Gardens, Florida, Solar Cosmetic
Labs Inc. -- http://www.solarcosmetics.com/-- and --   
http://www.bodyandearth.com/-- manufacture, markets and sells   
perfumes, cosmetics, and other toilet preparations.  The company
and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008
(Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  Judge Laurel
Isicoff presides the case.


SORIN VI: Moody's Chips Note Ratings on Increased Expected Losses
-----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of six classes of
notes issued by Sorin VI CDO Ltd., and left on review for possible
further downgrade the rating of two of these classes.  The notes
affected by rating action are:

Class Description: $346,500,000 Class A-1LA Floating Rate Notes
due 2052

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $49,500,000 Class A-1LB Floating Rate Notes due
2052

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $79,200,000 Class A-2L Floating Rate Notes due
2052

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

Class Description: $22,000,000 Class A-3L Floating Rate Notes due
2052

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

Class Description: $27,500,000 Class B-1L Floating Rate Notes due
2052

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

Class Description: $5,500,000 Class B-2L Floating Rate Notes due
2052

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

Sorin VI CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

The CDO has experienced deterioration in the credit quality of the
underlying portfolio, as well as the occurrence on May 8, 2008, as
reported by the Trustee, of an Event of Default caused by a Class
A-1 Overcollateralization Failure, as described in Section 5.1(i)
of the Indenture dated March 27, 2007.

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 event
of default.  Because of this uncertainty, the ratings assigned to
the Class A-1LA Notes and Class A-1LB Notes remain on review for
possible further action.


SOUNDVIEW NET: Fitch Takes Rating Actions on Paydown Performance
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Soundview Net
Interest Margin Notes:

Soundview CI-6 NIM Notes, Series 2005-OPT4
  -- $3.8 million Class N2 downgraded to 'C/DR6' from 'BB';
  -- $6.6 million Class N3 downgraded to 'C/DR6' from 'B';
     Underlying Transaction: Soundview Home Loan Trust 2005-OPT4

Soundview CI-7 NIM Notes, Series 2005-CTX1
  -- $1.3 million Class N2 downgraded to 'C/DR6' from 'BBB-';
  -- $2.0 million Class N3 downgraded to 'C/DR6' from 'BB';
     Underlying Transaction: Soundview Home Loan Trust 2005-CTX1

Soundview CI-8 NIM Notes, Series 2005-4
  -- $1.8 million Class N1 downgraded to 'C/DR6' from 'BB';
  -- $2.2 million Class N2 downgraded to 'C/DR6' from 'BB';
     Underlying Transaction: Soundview Home Loan Trust 2005-4

Soundview CI-11 NIM Notes, Series 2006-OPT1
  -- $8.2 million Class N2 downgraded to 'C/DR6' from 'BBB-',
     removed from Rating Watch Negative;

  -- $4.8 million Class N3 downgraded to 'C/DR6' from 'BB';
  -- $7.6 million Class N4 downgraded to 'C/DR6' from 'B';
     Underlying Transaction: Soundview Home Loan Trust 2006-OPT1

Soundview CI-21 NIM Notes, Series 2006-WF2
  -- $3.2 million Class N1 downgraded to 'BBB' from 'A-', placed
     on Rating Watch Negative;

  -- $7.2 million Class N2 downgraded to 'C/DR5' from 'BBB';
  -- $10.5 million Class N3 downgraded to 'C/DR6' from 'BB';
     Underlying Transaction: Soundview Home Loan Trust 2006-WF2

Soundview CI-22 NIM Notes, Series 2006-EQ2
  -- $6.9 million Class N1 downgraded to 'C/DR6' from 'BBB'
  -- $5.3 million Class N2 downgraded to 'C/DR6' from 'BB';
  -- $5.9 million Class N3 downgraded to 'C/DR6' from 'B';
  -- $6.0 million Class N4 remains at 'C/DR6';
     Underlying Transaction: Soundview Home Loan Trust 2006-EQ2

Soundview CI-23 NIM Notes, Series 2007-1
  -- $1.9 million Class N1 downgraded to 'BBB' from 'A', placed on
     Rating Watch Negative;

  -- $1.9 million Class N2 downgraded to 'B' from 'BBB+';
  -- $1.2 million Class N3 downgraded to 'CC/DR3' from 'BBB+';
  -- $4.2 million Class N4 downgraded to 'C/DR6' from 'BB+';
     Underlying Transaction: Soundview Home Loan Trust 2007-1

Soundview CI-25 NIM Notes, Series 2007-WMC1
  -- $11.4 million Class N1 downgraded to 'C/DR6' from 'A-',
  -- $5.2 million Class N2 downgraded to 'C/DR6' from 'BBB+';
  -- $2.5 million Class N3 downgraded to 'C/DR6' from 'BBB';
  -- $13.5 million Class N4 downgraded to 'C/DR6' from 'B+';
     Underlying Transaction: Soundview Home Loan Trust 2007-WMC1

Soundview NIM Trust 2007-OPT1 Notes
  -- $26.1 million Class Notes downgraded to 'CC/DR3' from 'A-';
     Underlying Transaction: Soundview Home Loan Trust 2007-OPT1

Soundview CI-27 NIM Notes, Series 2007-OPT3
  -- $3.9 million Class N1 downgraded to 'BBB' from 'A-', placed
     on Rating Watch Negative;

  -- $2.4 million Class N2 downgraded to 'CCC/DR2' from 'BBB';
  -- $3.2 million Class N3 downgraded to 'C/DR5' from 'BB'.
     Underlying Transaction: Soundview Home Loan Trust 2007-OPT3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


SOUTHWEST CHARTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southwest Charter Lines, Inc.
        436 S. Hamilton Ct.
        Gilbert, AZ 85233

Bankruptcy Case No.: 08-06252

Type of Business: The Debtor provides transportation services.  
                  See http://www.swcl.com/

Chapter 11 Petition Date: May 29, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Michael T. Reynolds, Esq.
                  Email: mreynolds@cmpbglaw.com
                  Theodore P. Witthoft, Esq.
                  Email: twitthoft@cmpbglaw.com
                  Collins, May, Potenza, Baran & Gillespie
                  2210 Bank One Ctr.
                  201 N. Central Ave. Ste. 2210
                  PHOENIX, AZ 85073
                  Tel: (602) 252-1900
                  Fax: (602) 252-1114
                  http://www.cmpbglaw.com

Total Assets: $12,907,933

Total Debts:  $12,352,275

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
NES Rentals                    $119,897
P.O. Box 8500-1226
Philadelphia, PA 19178-1226

Enterprise Rent-a-Car          $70,287
(El Paso)
4000 Dyer, Ste. C
El Paso, TX 79916-4006

Liberty Fleet Services, LLC    $59,000
P.O. Box 635
Cypress, TX 77410

Puget Sound Leasing            $51,518

Wagner Rents                   $40,416

Cheifetz, Iannitelli,          $39,769
Marcolini, PC

The Mobile Storage Group       $32,638

Nueces Power Equipment         $31,200

MCI Service Parts Inc.         $31,025

Rugged Rental                  $30,245

Fying J., Inc.                 $29,422

Internal Revenue Service       $28,744

Thermo King Corp.              $26,253

Trinity Financial Lease        $25,525

Kate Robinson                  $23,000

Pacific Pride-Cooper Petroleum $18,209

Kingston Sales                 $16,285

Southwest International        $16,246

AT&T Smart Yellow Pages        $15,983

The Arizona Republic           $15,840


STACK 2005-2: Poor Credit Quality Cues Moody's to Junk Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade ratings of two classes of notes issued
by Stack 2005-2, Ltd.  The notes affected by rating action are:

Class Description: up to $350,000,000 Class A Notes due 2046,
which consist of Class A-1 Senior Variable Funding Floating Rate
Notes due 2046 and Class A-2 Senior Floating Rate Notes due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $50,000,000 Class B Senior Floating Rate Notes
due 2046

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

The rating actions taken reflect deterioration in the credit
quality of the underlying collateral as well as the occurrence of
an Event of Default, as reported by the Trustee on April 1, 2008,
caused by a failure of the Class A/B Par Value Coverage Ratio to
equal or exceed 100%, as required under Section 5.1(d) of the
Indenture dated Dec. 20, 2005.

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, Moody's has received notification
from the Trustee that a Majority of the Controlling Class directed
the Trustee to proceed with the sale and liquidation of the
Collateral in accordance with relevant provisions of the
transaction documents.

The severity of losses applicable to each tranche of the CDO may
vary depending on the outcome of the liquidation.  For this reason
the ratings assigned to the Class A and Class B notes remain on
review for further rating action.


SUNCREST LLC: Allowed Access to Lenders' DIP Loan, Cash Collateral
------------------------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy for the
District of Utah authorized SunCrest LLC to obtain, on a final
basis, up to $1,050,00 in postpetition financing -- including the
use of cash collateral -- from WB Land Investments LP and Zion
First National Bank, as lenders, pursuant to a restructuring and
reorganization agreement dated March 27, 2008.

The Debtor has until June 30, 2008, to use the lenders cash
collateral.

Judge Thurman also authorized the Debtor to increase the
facility by $163,332 and the budget for payment of a portion of
professional fees and expenses of the Official Committee of
Unsecured Creditors.

The lenders agree to a $20,000 "carve-out" of their cash
collateral interest for payments to professionals advisors to the
Debtor or the committee.

As adequate protection, the lenders will be granted a fully-
perfected first priority senior security interest in and liens on
all prepetition and postpetition property of the Debtor.

A full-text copy of the restructuring and reorganization agreement
is available for free at:

              http://ResearchArchives.com/t/s?2cf4

A full-text copy of the cash collateral budget is available for
free at:

              http://ResearchArchives.com/t/s?2cf3

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in   
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  The U.S. Trustee for
Region 19 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  David E. Leta, Esq., and Engels
Tejeda, Esq., at Snell & Wilmer in Salt Lake City, Utah, represent
the Committee in this case.

As reported in the Troubled Company Reporter on May 13, 2008, it
listed total assets of $54,057,922 and total debts of $55,329,651.


TEGRANT CORP: S&P Slashes Corporate Credit Rating to CCC+ from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on DeKalb, Illinos-based Tegrant Corp. to 'CCC+' from 'B-'
and removed the rating from CreditWatch, where it was placed with
negative implications on April 15, 2008.  At the same time, S&P  
lowered the ratings on the company's $265 million senior secured
facilities to 'B' from 'B+' and the ratings on the company's
$75 million second-lien term loan facility were lowered to 'CCC-'
from 'CCC'.  

The recovery rating on the senior secured facilities remains '1',
indicating S&P's expectation for very high (90% to 100%) recovery
in the event of a payment default.  The recovery rating on the
second-lien term loan facility remains '6', indicating its
expectation for negligible (0% to 10%) recovery in the event of a
payment default.  The outlook is negative.
     
The downgrade reflects weaker-than-expected operating performance,
a highly leveraged financial profile, and deteriorating liquidity.
     
"We also have heightened concerns about the probability of a
financial covenant violation in 2008 that could result in
constrained liquidity," said Standard & Poor's credit analyst Anna
Alemani, "or, if the covenant is amended, there could be
meaningfully higher credit margins on the company's borrowings."
     
The negative outlook also incorporates the potential that S&P will
lower the ratings further if the company is unable to meaningfully
improve its operating performance in the next few quarters because
of generally weak economic conditions and elevated energy and raw
material costs.
     
With annual sales exceeding $400 million, Tegrant provides
protective, retail, and temperature-assurance packaging products
for a range of North American end markets, including consumer,
health care, and auto components.


TWL CORP: March 31 Balance Sheet Upside-Down by $23,270,319
-----------------------------------------------------------
TWL Corp.'s consolidated balance sheet at March 31, 2008, showed  
$14,278,863 in total assets and $37,549,182 in total liabilities,
resulting in a $23,270,319 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $4,150,412 in total current assets
available to pay $24,330,715 in total current liabilities.

The company reported a net loss of $2,810,600, on total net
revenues of $5,440,928, for the third quarter ended March 31,
2008, compared with a net loss of $2,211,453, on total net   
revenues of $5,532,675, in the same period last year.

The decrease in total net revenues is primarily attributable to a
decrease in single event revenue.

Single event revenue decreased $118,656, or 7.0%, to $1,560,337
for the three months ended March 31, 2008, compared to $1,678,993
for the three months ended March 31, 2007.  This decrease was
primarily attributable to budgetary constraints during 2008 of
several large repeat customers that resulted in lower safety
product sales when compared to the prior year.  There was also a
slight decrease in demand for private security training.

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?2cf7

                     Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
TWA Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations, has used
significant cash flows in operating activities and has liabilities
significantly in excess of assets.  

                      About TWL Corporation

Headquartered in Carrollton, Texas, TWL Corporation (OTC BB: TWLO)
-- http://www.twlk.com/-- through its subsidiary TWL Knowledge  
Group Inc., is a global provider of integrated workplace learning
solutions for skill development, compliance, safety, and emergency
preparedness in the workplace.


UAL CORP: Fitch Holds Ratings and Revises Outlook to Negative
-------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as:

  -- UAL & United Issuer Default Ratings at 'B-';

  -- United's secured bank credit facility (Term Loan and  
     Revolving Credit Facility) at 'BB-/RR1';

  -- Senior unsecured rating for United at 'CCC/RR6'.

The bank facility rating applies to approximately $1.3 billion of
funded term loan debt, and the unsecured rating applies to
approximately $1.4 billion of outstanding notes.

The Negative Rating Outlook reflects Fitch's view that the
unprecedented rise in crude oil and jet fuel prices witnessed over
the last several weeks will put increasing pressure on United's
margins and cash flow generation capacity through the remainder of
2008, potentially forcing the carrier to consider asset sales or
new financing to shore up liquidity in an increasingly challenging
industry operating environment.  

United has taken steps in recent weeks to counter the fuel shock
by cutting domestic available seat mile capacity after the summer,
while negotiating covenant waivers with its credit facility
lenders to ensure access to its $1.5 billion secured credit
facility.  Still, the magnitude of the recent fuel price spike is
leading United and other large U.S. carriers to pursue fare and
fee increases that may well begin to crimp air travel demand and
undermine the industry's ability to partially offset fuel-related
cash outflows in a weak macroeconomic environment.

Ratings for UAL and United reflect the airline's highly levered
balance sheet, volatile cash flow generation capacity, and ongoing
susceptibility to intense fuel and revenue shocks in an industry
that remains particularly vulnerable to macroeconomic risk.  
Following two years of improvements in cash flow generation and
steady debt reduction in 2006 and 2007, United faces an
increasingly difficult operating environment in 2008 that will
likely lead to a deterioration in credit quality over the next few
quarters.

In a prolonged high fuel cost scenario that assumes no significant
pull-back in crude oil and jet fuel prices through early 2009,
United and all of the major U.S. carriers will face intensifying
liquidity pressures--particularly if an extended economic slowdown
drives a sharp reduction in air travel demand.  However, it is
important to note that United's unencumbered asset holdings give
it some room to maneuver with respect to liquidity preservation in
a deep industry downturn.  United's current unencumbered fleet of
113 aircraft could be financed to shore up cash balances if free
cash flow trends deteriorate further.  

The potential sale of other assets such as United's maintenance,
repair and overhaul operations, spare parts, advance sales of
Mileage Plus frequent flier miles and London Heathrow slots all
represent sources of liquidity that could be tapped in the coming
months if unrestricted cash balances fall closer to the
$1.0 billion covenant level.

Taking into account the impact of fuel hedges, United remains
highly sensitive to volatility in jet fuel prices.  Fitch
estimates that the annual mainline fuel cost impact of a 10-cent
change in jet fuel prices is approximately $220 million.  A full
year 2008 post-hedge average fuel price of $3.20 per gallon (well
below current spot prices of about $4.00 per gallon) would
translate into approximately $2.2 billion of incremental mainline
fuel costs this year versus 2007.

United's empty aircraft order book is a positive now, with no
near-term aircraft capital commitments that would require access
to debt capital markets.  The large unencumbered asset base also
offers United additional flexibility to reduce capacity further
without incurring incremental aircraft ownership costs.  Non-
aircraft cash capital spending will be pulled down to
approximately $450 million for the full year, and 2008 scheduled
debt maturities total $678 million.

The credit facility covenant waiver negotiated earlier this month
suspends compliance with the facility's fixed charge coverage test
for four quarters beginning in the current period.  Compliance
with a modified fixed charge coverage test will be measured on a
quarterly basis beginning at the end of the June 2009 quarter.  
The minimum unrestricted cash requirement is now $1.0 billion.  
Assuming steady fuel prices and worsening operating trends through
the remainder of 2008, United is not likely to breach the minimum
cash covenant this year.  However, further energy price shocks
could accelerate cash outflows late in the year and into the
seasonally weak cash generation periods of Q408 and Q109--
potentially forcing United to sell or mortgage unencumbered
assets.

United's two primary credit card processing agreements provide for
the holdback of cash by processors in certain circumstances.  As
of March 31, United reported $319 million in credit card
holdbacks, classified as restricted cash on the balance sheet.   
United's largest processor agreement provides for additional
holdbacks, but covenants are linked to those in the credit
facility at a reduced threshold.  There is no fixed charge
coverage test for the next four quarters.  For the second
processing agreement, there are currently no holdbacks.  However,
the processing institution could require the posting of cash
collateral if certain material adverse changes occur.

Although the Delta-Northwest merger announcement in April
initially increased the likelihood of a follow-on consolidating
transaction involving United, execution risk related to the
closing of any airline merger by early 2009 is high, particularly
in light of the fuel crisis and organized labor's skepticism about
the merits of consolidation.  Importantly, any capacity
rationalization and cost savings linked to mergers would have to
wait until early 2009 at the earliest--following a lengthy
antitrust review by the U.S. Department of Justice.

In Fitch's view, industry consolidation could lay the foundation
for more rational capacity decision-making in highly competitive
domestic markets and would mitigate the impact of economic cycles
on airline cash flow.

Further negative rating actions, including a downgrade of the IDR
into the 'CCC' category) could follow if sustained high jet fuel
prices (above $3.50 per gallon) through the summer, coupled with
weakening revenue per available seat mile trends and softening air
travel demand drive substantially negative free cash flow and
force United to borrow heavily to avoid intensifying liquidity
pressure moving into 2009.


US AIRWAYS: Fitch Cuts Ratings After Spike on Crude & Jet Oil Cost
------------------------------------------------------------------
Fitch Ratings has downgraded the debt ratings of US Airways Group,
Inc. as:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Secured term loan rating to 'B/RR1' From 'BB-/RR1';
  -- Senior unsecured rating to 'CC/RR6' from 'CCC/RR6'.

Fitch's ratings apply to approximately $1.7 billion in outstanding
debt.  The Rating Outlook is Negative.

The downgrade follows the unprecedented spike in crude oil and jet
fuel costs that continues to erode margins and operating cash flow
generation for LCC and all of its competitors in the U.S. airline
industry.  Given the dramatic rise in energy prices, Fitch
believes that the potential for a liquidity squeeze in early 2009
has increased significantly.  Assuming no dramatic pull-back in
jet fuel prices later in the year and increasing softness in
domestic air travel demand as the U.S. economic slowdown
continues, Fitch believes that LCC's unrestricted liquidity could
decline toward the covenant level in its secured term loan
facility by early next year.  The 'CCC' IDR reflects the growing
likelihood of a constrained liquidity position, as well as LCC's
limited flexibility in raising additional cash through asset sales
or new financings.

Because LCC's average length of haul tends to be shorter than that
of the other legacy carriers, the airline's financial results are
relatively more sensitive to swings in the price of jet fuel.  
Each 10-cent change in the average price of jet fuel for LCC
drives approximately $120 million of annual mainline operating
costs.  While the carrier has hedged a considerable portion of
expected 2008 fuel consumption, an increase in the full-year 2008
average jet fuel price to $3.30 per gallon from $2.20 per gallon
in 2007 would result in approximately $1.2 billion of mainline
expense pressure from fuel alone this year.  With current jet fuel
spot prices near $4.00 per gallon, a quick reversal in fuel prices
would be necessary if LCC is to avoid an erosion of its cash
position by Q109.

On the revenue side, industry fare initiatives aimed at offsetting
the intense fuel pressure will likely boost yields on reduced
domestic capacity, particularly after August as legacy carriers
reduce their domestic schedules.  Corresponding adjustments in
domestic capacity will be somewhat constrained at LCC in 2008,
however, by pilot contract fleet and aircraft utilization minimums
that could reduce the airline's near-term flexibility in dealing
with a worsening revenue and fuel environment.  In 2009, LCC is
expected to have more flexibility to reduce capacity, if needed.

Current unrestricted cash and investments totaled $2.1 billion at
the end of the first quarter, while an additional $295 million in
auction-rate securities was classified as non-current assets on
LCC's balance sheet.  The carrier also had approximately
$460 million of restricted cash and investments at March 31.  The
reported value of ARS at March 31 reflected a $58 million decline
in fair market value for those securities from year-end 2007.  The
company reported in April that an amendment to the agreement with
its credit card processor, Chase, would reduce its expected level
of reserves by $67 million from the $182 million in cash
collateral reported at March 31, 2008.

Most of LCC's monetizable asset base is encumbered as part of
various debt and lease agreements.  Unlike some of its larger
legacy carrier competitors, LCC retains no large non-core assets
that could be sold to shore up its cash position in anticipation
of prolonged fuel price pressure and continuing losses.  However,
the airline could have some smaller opportunities to raise cash,
if needed, including the sale of part or all of its Embraer 190
fleet or the sale and leaseback of other aircraft.

The $1.6 billion secured term loan is well collateralized by
landing slots, spare parts, cash in control accounts and other
assets, supporting the recovery rating of 'RR1' on the facility.  
This suggests that lenders would likely recover 90% or more of
principal in a post-default scenario.  In addition to the credit
facility's $1.25 billion minimum liquidity covenant, LCC is
required to keep at least $750 million in accounts subject to
control agreements at all times, as well as maintain a collateral
coverage ratio of 1.25 times.

Although the Delta-Northwest merger announcement in April
initially increased the likelihood of a follow-on consolidating
transaction, potentially involving LCC, execution risk related to
the closing of any airline merger by early 2009 is significant,
particularly in light of the fuel crisis and organized labor's
skepticism about the merits of consolidation.  Importantly, any
capacity rationalization and cost savings linked to mergers would
have to wait until early 2009 at the earliest--following a lengthy
antitrust review by the U.S. Department of Justice.  In Fitch's
view, industry consolidation would ultimately lay the foundation
for more rational capacity decision-making in highly competitive
domestic markets and would mitigate the impact of economic cycles
on airline cash flow.

Fitch could further downgrade LCC's IDR to 'CC' or 'C' in the
coming months if a continuation of adverse fuel price trends and
weak unit revenue growth increases the likelihood that the airline
will breach its term loan liquidity covenant.  Any significant
increases in credit card processor holdbacks linked to adverse
operating developments could further limit LCC's financial
flexibility and prompt an additional downgrade.


USEC INC: Inks $92 Mil. Manufacturing Contract with Teledyne Brown
------------------------------------------------------------------
On May 21, 2008, USEC Inc. entered into a contract with Teledyne
Brown Engineering, Inc. for the manufacture of 540 gas centrifuge
service modules for USEC's American Centrifuge uranium enrichment
plant in Piketon, Ohio.  The contract was awarded by Flour
Corporation acting as the agent for and on behalf of USEC.  Fluor
Corporation serves as the engineering, procurement and
construction manager for USEC's American Centrifuge plant.

Pricing under the contract for the remaining 540 service modules
also consists of reimbursement of Teledyne Brown's costs plus a
fixed fee.  The contract provides for an estimated total cost and
fixed fee of approximately $92 million and Teledyne Brown has
agreed to use its best efforts to perform the work specified under
the contract within the estimated cost.  USEC is not obligated to
reimburse Teledyne Brown for costs incurred in excess of the
estimated cost. However, Teledyne Brown is not obligated to
continue performance or incur costs in excess of the estimated
cost unless USEC increases the estimated total cost of the
contract. Under the contract, USEC will make monthly progress
payments based on actual costs incurred and invoiced by Teledyne
Brown.

Prior to completion of the contract, USEC may terminate the
contract for convenience and is liable for all costs incurred but
not previously paid, including liability for termination of
Teledyne Brown's subcontractors, plus a percentage of Teledyne
Brown's fixed fee equal to the percentage of the work completed.

Service modules are welded, steel frame structures with pipe
headers and valves, control and instrument cabling, ventilation
ductwork and electrical distribution cables.  The individual
machine isolation valves, power controls and instrumentation
package are mounted on the service modules.  These service modules
can accommodate up to 20 centrifuge machines and are connected in
series to support centrifuge cascade operations.

In January 2008, Teledyne Brown was awarded a contract to provide
the initial 36 service modules for the American Centrifuge plant.  
The initial contract was awarded on a cost plus fixed fee basis
with a total estimated cost, including fee, of approximately
$19 million.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to USEC Inc.'s $500 million 3% convertible senior
unsecured notes due Oct. 1, 2014.  At the same time, S&P affirmed
its 'B-' corporate credit rating on the company.  The outlook is
negative.


VANILLA GORILLA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Vanilla Gorilla, LLC
        108 Landmark Drive
        Greensboro, NC 27409

Bankruptcy Case No.: 08-10785

Chapter 11 Petition Date: May 27, 2008

Court: Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's Counsel: Rayford K. Adams, III, Esq.
                  101 W. Friendly Ave., Suite 500
                  P. O. Box 20570
                  Greensboro, NC 27420
                  Tel: (336) 273-1600
                  e-mail: RKAdams@greensborolaw.com

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

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

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


VERDIER PLANTATION: Case Summary & 29 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Verdier Plantation, LLC
             2 Verdier Plantation Rd.
             Bluffton, SC 29910

Bankruptcy Case No.: 08-03201

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Verdier Townhome, LLC                      08-03207

Type of Business: The Debtors offers a range of real estate
                  development, construction management,
                  maintenance and property management services.  
                  See http://www.verdierplantation.com/

Chapter 11 Petition Date: May 30, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtors' Counsel: R. Geoffrey Levy, Esq.
                  2300 Wayne St.
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  Email: llfecf@levylawfirm.org

Verdier Plantation, LLC's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Verdier Plantation, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
World Design Marketing         $37,839
Attn: Susan D'Anna
P.O. Box 7742
Hilton Head Isla, SC 29938
Tel: (843) 686-2228

Malphrus Utilities, LLC        $31,786
P.O. Box 352
Ridgeland SC 29936
Tel: (843) 247-4431

Savannah Morning News          $20,523
P.O. Box 3117
Savannah GA 31402-3117
Tel: (913) 652-0286

The Island Packet              $19,402
Lowcountry Newspapers

Russ Ehnen Architect           $18,735

Southern Destinations, LLC     $14,900

Pressure Washing Services, LLC $12,705

Marlin Outdoor Advertising     $11,500

HSA Engineers & Scientists     $11,250
Rare Earth Sciences, Inc.

Acton Mobile Industries        $9,618

Down South Publishers, Inc.    $8,244

Adventure Communications, Inc. $7,417

Sands Publishing Co.           $5,676

CSJ Media, Inc.                $4,950

Hilton Head Monthly            $4,526

Low Country Event Rentals      $4,014

Palmetto Electric Cooperative  $3,690

WHHI                           $3,400

Real Estate Resource Book      $3,009

Herndon, Inc.                  $2,614

B. Verdier Townhome, LLC's Nine Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
J. Banks Design Group, Inc.    $70,350
1303 Main St.
P.O. Box 22835
Hilton Head Isla, SC 29926
Tel: (843) 681-5122
                          
Jones Patterson Simpson Newton $5,935
P.O. Drawer 7049
Hilton Head Isla, SC 29938
Tel: (843) 842-6111

Jon Bunten                     $4,560
2800 Commerce Tower,
911 Main St.
Kansas City MO 64105
Tel: (816) 265-4104

Palmetto Electric Coop, Inc.   $2,282

BJWSA                          $595

Cobb & Cole                    $295

SCE&G                          $176

Hargray                        $144

Hargray                        $122


VI-JON INC: S&P Holds All Ratings, Changes Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
St. Louis, Missouri-based Vi-Jon Inc. to positive from stable.  At
the same time, S&P affirmed all of its ratings on the company,
including the 'B' corporate credit rating.  Vi-Jon had about
$195 million in adjusted debt outstanding as of March 31, 2008.
     
"The outlook revision reflects the company's improved credit
protection measures as a result of its successful integration of
the Cumberland Swan business, solid operating performance, and
debt reduction," explained Standard & Poor's credit analyst Bea
Chiem.


WARNER MUSIC: S&P Holds 'BB-' Credit Rating, Removes Neg. Watch
---------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on New York
City-based Warner Music Group Corp., including its 'BB-' corporate
credit rating, based on its expectation that the company will have
sufficient resources to meet its financial covenant step-downs
over the near term.  

S&P removed all ratings from CreditWatch with negative
implications, where they were placed on Feb. 22, 2007.  At the
same time, S&P raised its rating on the company's
$1.65 billion senior secured credit facility to 'BB' from 'BB-'
and revised the recovery rating to '2' from '4'.  The '2' recovery
rating indicates our expectation that lenders can expect
substantial (70%-90%) recovery in the event of a payment default.  
The outlook is negative.
     
S&P also assigned recovery ratings to WMG's 100 million 8.125%
senior subordinated notes due 2014, its $465 million 7.375% senior
subordinated notes due 2014, and senior discount notes due 2014.  
The issue-level ratings remain unchanged at 'B'.  S&P assigned a
recovery rating of '6' to the debt, indicating its expectation of
negligible (0%-10%) recovery in the event of a payment default.      

"Our continuing concerns about WMG'S profitability as it
transitions to a digital business model," said Standard & Poor's
credit analyst Michael Altberg, "are somewhat tempered by the
termination of its dividend and its focus on significantly
reducing acquisitions."  S&P believe that as a result, there
should be sufficient cash balances as a cushion against its net
leverage covenant.


WELLS FARGO: Fitch Cuts Rating on $2.8MM Notes to C/DR6 from BB
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Wells Fargo Home Equity
Trust Net Interest Margin Securities, series 2007-2 as:

  -- $2.2 million class A affirmed at 'A-';
  -- $4.5 million class B downgraded to 'B' from 'BBB-' and placed
     on Rating Watch Negative;
  -- $2.8 million class C downgraded to 'C/DR6' from 'BB'.

Underlying Transaction: Wells Fargo Home Equity Asset-Backed
Securities 2007-2 Trust

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


WENTWORTH ENERGY: Earbs $2,238,452 in 2008 First Quarter
--------------------------------------------------------
Wentworth Energy Inc. reported net income of $2,238,452, on total
revenue of $78,113, for the first quarter ended March 31, 2008,
compared with net income of $33,017,498, on total revenue of
$1,029,780, in the same period in 2007.

The decrease in net income was principally due to the decrease in
the non-cash gain on the derivative liabilities as a result of the
change in their fair values.  The non-cash gain was $5,772,352 and
$37,998,022 for the three months ended March 31, 2008, and 2007,
respectively.

Revenue from oil and gas sales was $78,113 for the three months
ended March 31, 2008, compared to $164,617 for the three months
ended March 31, 2007.  The decline in production revenue was
primarily due to the shut-in of the two main producing wells
namely Bracken #1 and Redlake #1R during December of 2007.
Consequently, revenue for three months ending March 31, 2008, was
mainly derived from royalties of $45,000 and production from
Shiloh #1 and #3 of $33,000.

There was no revenue from drilling operations for the three months
ended March 31, 2008, and $865,163 in revenue for the three months
ended March 31, 2007.

Operating costs totaled $1,747,377 for the three months ended
March 31, 2008, compared to $4,424,014 for the three months ended
March 31, 2007.  The decrease in expenses was primarily due to the
decrease of $1,646,505 in general and administrative expenses.

Loss from operations was $1,669,264 during the three months ended
March 31, 2008, compared to $3,394,234 during the three months
ended March 31, 2007.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$41,005,206 in total assets, $22,284,864 in total liabilities, and
$18,720,342 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,910,612 in total current assets
available to pay $20,942,463 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?2cff

                     Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going  
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.

                      About Wentworth Energy

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent  
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.   


WM ASSET: Fitch Slashes Ratings on Two Classes of Notes to 'C/DR6'
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 6 WM Asset Holdings
Corp. Net Interest Margin Notes.

WM Asset Holdings Corp. CI 2006-6
  -- $11 million Class N-1 notes downgraded to 'C/DR6' from 'BB',
     removed from Rating Watch Negative;

  -- $8 million Class N-2 notes affirmed at 'C/DR6';
  -- $8.9 million Class N-3 notes affirmed at 'C/DR6';
     Underlying Transaction: Long Beach 2006-6

WM Asset Holdings Corp. CI 2006-7
  -- $11.8 million Class N-1 notes downgraded to 'C/DR6' from
     'BB', removed from Rating Watch Negative;

  -- $11.3 million Class N-2 notes affirmed at 'C/DR6';
  -- $9.9 million Class N-3 notes affirmed at 'C/DR6';
     Underlying Transaction: Long Beach 2006-7

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


* S&P Says Credit Quality of US Homebuilders Continues to Fall
--------------------------------------------------------------
The credit quality of U.S. homebuilders continued to deteriorate
during the first half of 2008, as home prices fell at historic
rates and housing inventories remained elevated in advance of a
possible surge in foreclosures, according to a recent report
published by Standard & Poor's Ratings Services.  Since publishing
its last homebuilding industry report card on Feb. 25, 2008,
Standard & Poor's has lowered its ratings on 11 companies,
bringing the year-to-date total to 22 negative rating actions.
      
"Underlying the downgrades were large, charge-driven losses that
reduced shareholder equity, raised leverage levels, and eroded
several companies' tangible-net-worth cushions," said Standard &
Poor's credit analyst James Fielding.  "More-vulnerable companies
also faced more severe liquidity constraints."
     
Standard & Poor's expects market pressure to continue to weigh on
ratings in the sector.  "We believe that builders, as a group, are
unlikely to report significantly improved earnings through the
balance of the year because the traditionally busy spring selling
season never materialized," Mr. Fielding noted.  Recent quarterly
new orders were about one-third lower than they were a year ago,
and builders' contract backlogs are down by roughly half.
      
"In our opinion, better-positioned builders will need to keep
downsizing their inventory holdings and rationalize overhead to
restore profitability, while those with weaker positions will need
to generate and retain cash flow to bolster liquidity or raise
equity to recapitalize overleveraged balance sheets," Mr. Fielding
said.
     
Standard & Poor's noted that builders were battered last year as
supply spiked and the mortgage market tightened, and that, in its
view, this year the economy seems to have faltered at last.  In
addition, despite rapidly falling prices, Standard & Poor's has
observed that many potential buyers are still reluctant to buy a
new home.  "The good news is that new construction has slowed
considerably, and we now expect total housing starts to fall to
just 890,000 units for the year, the lowest level since World War
II," Mr. Fielding said.  "Moreover, home prices should continue to
drop through early 2009 and then stabilize as the sharply lower
production levels gradually help address excess inventory."
     
Depreciating land assets are exacerbating covenant pressure, as
lower home prices and a slower sales pace compelled homebuilders
once again to reevaluate the book values of their real estate
holdings.  "We now expect that several companies will need to
approach their lenders for the second or third time to seek
covenant relief," Mr. Fielding said.  "If lenders hold true to
recent form, they will reduce borrowing capacity, increase costs,
and possibly require collateral in exchange for such amendments."


* AlixPartners Names Frederick Crawford as CEO and Board Member
---------------------------------------------------------------
The board of directors of AlixPartners LLP disclosed that managing
director Frederick A. Crawford has been appointed as chief
executive officer and will join the AlixPartners board of
directors, effective June 1.

Michael Grindfors is stepping down from the CEO position for
personal reasons after having led the firm for the last seven
years, and will assume the position of vice chairman.  Philip U.
Hammarskjold, a managing director of the private-equity firm
Hellman & Friedman LLC, will continue to serve as chairman of the
board.

In addition to his position as a managing director and a member of
the operating committee of AlixPartners, Mr. Crawford has served
as co-head of the firm's Performance Improvement practice, where
he was instrumental in driving the unit's rapid growth in recent
years.

Besides being a strategist, he is also a restructuring
professional.  He has led several major client engagements at
AlixPartners, including serving as chief restructuring officer of
a major retailer where he helped improve operating earnings 70%
and add $2.7 billion in shareholder value.

Prior to joining AlixPartners in 2004, Mr. Crawford led executive
functions and business units at other private and publicly-held
professional services firms.  He served as the chief sales,
marketing and strategic planning officer for North America at Cap
Gemini Ernst & Young, nka Capgemini, and as executive vice
president and managing director of that firm's $1.6 billion Global
Consumer Products, Retail and Distribution practice.

"[Mr.] Crawford is a talented and proven leader, and an ideal
candidate to lead AlixPartners in its next phase of growth," said
Mr. Hammarskjold.  "He brings a wealth of experience to the CEO
position, both as a consultant and an operational manager, and
Fred also embodies the values that stand at the foundation of the
firm.  During his time at AlixPartners, he has led several of the
firm's most successful engagements and has demonstrated that he
has the right mix of personal, technical and leadership skills to
be an outstanding CEO.

"On behalf of the board and the employees of AlixPartners, we
thank [Mr.] Grindfors for his invaluable service to the firm and
look forward to his continuing contributions as vice chairman,"
Mr. Hammarskjold continued.  "He has been integral to the growth
and success of AlixPartners during his tenure as CEO.  Under his
leadership, AlixPartners has grown from a firm with only three
offices in the U.S. and revenues of less than $80 million to a
global organization with 13 offices across North America, Europe
and Asia and with revenues in excess of $500 million.

"I am honored to have the opportunity to work with
[Mr.] Grindfors, our co-presidents Stefano Aversa and Peter
Fitzsimmons, and the many other talented professionals at
AlixPartners," Mr. Crawford stated.  "Our firm is an industry
leader in addressing complex, urgent client situations, and I
believe that we have a tremendous growth opportunity ahead of us.  
I add my sincere thanks to [Mr. Grindfors] for all that he has
done to help make AlixPartners one of the world's leading business
advisory firms.

"AlixPartners is a unique and successful firm, and I am gratified
to have led it for the past seven years," Mr. Grindfors said.  
"While the decision to step down as CEO was a difficult one, I
know it is the right decision for my family and me.  I am
extremely proud of AlixPartners' accomplishments - we have
strengthened our position as a leading firm in our field with
superior financial strength, an incredible base of talented
professionals and remarkable results for our clients.

"I am confident that [Mr. Crawford] is the right person to
continue to build on AlixPartners' strong platform and to further
enhance the firm's reputation around the globe," Mr. Grindfors
added.  "And, as vice chairman, I very much look forward to
helping him succeed, and in continuing to contribute to the firm's
growth and prosperity."

Mr. Crawford holds an MBA with a concentration in management and
administration from Indiana University, and has Bachelor's degrees
in operations management and psychology from Michigan State
University.  He is the co-author of The New York Times best-
selling book "The Myth of Excellence," which details his research
on consumer motivation and corporate strategic response.

                       About AlixPartners

Headquartered in Southfield, Michigan, AlixPartners --
http://www.alixpartners.com/-- is a global performance
improvement, corporate turnaround and financial advisory
services firm.  The AlixPartners' "one-stop-shop" suite of
services range from operational performance improvement and
financial restructuring across all major corporate disciplines
(manufacturing, supply chain, IT, sales and marketing, etc.), to
financial advisory services (including financial reporting,
corporate governance and investigations) to technology-enabled
restructuring and claims management.  The firm has more than 500
employees, and has offices in Chicago, Dallas, Detroit,
Dusseldorf, London, Los Angeles, Milan, Munich, New York, Paris,
San Francisco and Tokyo.


* BOND PRICING: For the Week of May 26 - May 31, 2008
-----------------------------------------------------

Issuer                      Coupon         Maturity   Bid Price
------                      ------         --------   ---------
AIRTRAN HOLDINGS              7.000%        7/1/2023     73.5000
BOWATER INC                   9.500%      10/15/2012     61.8750
BOWATER INC                   6.500%       6/15/2013     60.0000
BOWATER INC                   9.375%      12/15/2021     60.0000
AMBAC INC                     5.950%       12/5/2035     54.0000
AMBAC INC                     6.150%        2/7/2087     32.2500
AMERICREDIT CORP              0.750%       9/15/2011     72.5000
AMERICREDIT CORP              2.125%       9/15/2013     66.7500
ALESCO FINANCIAL              7.625%       5/15/2027     59.1000
ANTIGENICS                    5.250%        2/1/2025     45.4550
ATHEROGENICS INC              4.500%        9/1/2008     51.5000
ATHEROGENICS INC              4.500%        3/1/2011     11.6310
ATHEROGENICS INC              1.500%        2/1/2012     10.1250
ASSURED GUARANTY              6.400%      12/15/2066     74.0000
ALLEGIANCE TEL               11.750%       2/15/2008      7.3200
ALLEGIANCE TEL               12.875%       5/15/2008      6.8000
ALION SCIENCE                10.250%        2/1/2015     69.0000
LUCENT TECH                   6.500%       1/15/2028     75.2500
AMD                           6.000%        5/1/2015     66.9325
AMD                           6.000%        5/1/2015     67.2350
AMER TISSUE INC              12.500%       7/15/2006      0.2500
AMES TRUE TEMPER             10.000%       7/15/2012     61.0000
AMBASSADORS INTL              3.750%       4/15/2027     52.0000
AMR CORP                      9.200%       1/30/2012     70.0000
AM AIRLN EQ TRST             10.680%        3/4/2013     65.0000
AMERICAN AIRLINE              9.730%       9/29/2014     71.5000
AMR CORP                      9.000%       9/15/2016     71.0000
AMERICAN AIRLINE              8.390%        1/2/2017     68.0400
AMR CORP                     10.150%       5/15/2020     75.0000
AMR CORP                      9.880%       6/15/2020     60.0510
AMR CORP                     10.000%       4/15/2021     68.6630
AMR CORP                      9.750%       8/15/2021     75.0000
EMPIRE GAS CORP               9.000%      12/31/2007      0.0090
ALERIS INTL INC              10.000%      12/15/2016     67.7500
ASHTON WOODS USA              9.500%       10/1/2015     55.5000
ASPECT MEDICAL                2.500%       6/15/2014     55.1210
ASPECT MEDICAL                2.500%       6/15/2014     55.0053
ALLTEL CORP                   7.000%       3/15/2016     76.2500
ALLTEL CORP                   6.800%        5/1/2029     63.0000
ALLTEL CORP                   7.875%        7/1/2032     74.5000
AT HOME CORP                  4.750%      12/15/2006      0.0100
AVENTINE RENEW               10.000%        4/1/2017     62.5000
BANK OF AMER CRP              4.500%       6/15/2028     77.7460
BANK NEW ENGLAND              8.750%        4/1/1999      8.0000
BUDGET GROUP INC              9.125%        4/1/2006      0.0100
BEARINGPOINT INC              3.100%      12/15/2024     42.6648
BEARINGPOINT INC              4.100%      12/15/2024     39.8401
BELL MICROPRODUC              3.750%        3/5/2024     70.2680
BALLY TOTAL FITN             13.000%       7/15/2011     68.0000
BANKUNITED CAP                3.125%        3/1/2034     42.5000
BURLINGTON NORTH              3.200%        1/1/2045     53.7360
NORTHERN PAC RY               3.000%        1/1/2047     51.0000
NORTHERN PAC RY               3.000%        1/1/2047     75.0000
BUFFETS INC                  12.500%       11/1/2014      2.5000
BON-TON DEPT STR             10.250%       3/15/2014     75.5000
BORLAND SOFTWARE              2.750%       2/15/2012     68.7935
BORLAND SOFTWARE              2.750%       2/15/2012     68.3200
BRODER BROS CO               11.250%      10/15/2010     70.6250
BEAR STEARNS CO               6.000%       5/15/2037     85.0000
CAPMARK FINL GRP              6.300%       5/10/2017     73.0000
CROWN CORK &SEAL              7.500%      12/15/2096     80.6250
COMPUCREDIT                   3.625%       5/30/2025     46.0000
COMPUCREDIT                   5.875%      11/30/2035     38.5330
CLEAR CHANNEL                 5.500%       9/15/2014     70.0000
CLEAR CHANNEL                 4.900%       5/15/2015     66.2500
CLEAR CHANNEL                 5.500%      12/15/2016     65.0000
CLEAR CHANNEL                 6.875%       6/15/2018     69.2500
CLEAR CHANNEL                 7.250%      10/15/2027     60.0000
CELL GENESYS INC              3.125%       11/1/2011     74.2360
COUNTRYWIDE HOME              5.000%       5/16/2013     69.8940
COUNTRYWIDE FINL              5.000%       5/11/2015     74.4000
COUNTRYWIDE HOME              5.900%       1/24/2018     65.0000
COUNTRYWIDE HOME              6.000%       1/24/2018     72.0000
COUNTRYWIDE HOME              5.500%       5/16/2018     67.5890
COUNTRYWIDE FINL              5.250%       5/11/2020     64.0610
COUNTRYWIDE FINL              5.250%       5/27/2020     63.1730
COUNTRYWIDE FINL              6.000%       3/23/2021     73.0000
COUNTRYWIDE FINL              6.000%        4/6/2021     69.5000
COUNTRYWIDE FINL              6.000%       4/13/2021     70.2980
COUNTRYWIDE FINL              6.125%       4/26/2021     68.2000
COUNTRYWIDE HOME              6.000%       5/16/2023     68.1300
COUNTRYWIDE FINL              6.000%       3/16/2026     61.2550
COUNTRYWIDE HOME              6.150%       6/25/2029     72.2660
COUNTRYWIDE HOME              6.200%       7/16/2029     63.5000
COUNTRYWIDE HOME              6.000%       7/23/2029     61.2660
COUNTRYWIDE FINL              6.000%      11/22/2030     58.8200
COUNTRYWIDE FINL              5.750%       1/24/2031     66.2980
COUNTRYWIDE FINL              5.800%       1/27/2031     67.7730
COUNTRYWIDE FINL              6.000%      11/14/2035     58.9790
COUNTRYWIDE FINL              6.000%      12/14/2035     58.8610
COUNTRYWIDE FINL              6.000%        2/8/2036     59.2790
COUNTRYWIDE FINL              6.300%       4/28/2036     65.3000
CHEMED CORP                   1.875%       5/15/2014     76.5000
CHARMING SHOPPES              1.125%        5/1/2014     64.8750
CHS ELECTRONICS               9.875%       4/15/2005     99.9800
CHARTER COMM LP               5.875%      11/16/2009     67.0410
CHARTER COMM HLD             11.125%       1/15/2011     65.5000
CHARTER COMM HLD             10.000%       5/15/2011     63.0000
CHARTER COMM HLD             11.750%       5/15/2011     63.0000
CCH I LLC                    11.125%       1/15/2014     57.9380
CCH I LLC                     9.920%        4/1/2014     58.0000
CCH I LLC                    10.000%       5/15/2014     58.0000
CHARTER COMM LP               6.500%       10/1/2027     55.3750
CIT GROUP INC                 5.000%      11/15/2009     71.0000
CIT GROUP INC                 4.700%      12/15/2009     75.0000
CIT GROUP INC                 6.500%       3/15/2011     72.0000
CIT GROUP INC                 5.250%      11/15/2011     68.5150
CIT GROUP INC                 6.050%       5/15/2013     73.9790
CIT GROUP INC                 5.200%      10/15/2013     69.5000
CIT GROUP INC                 5.100%      11/15/2013     84.7010
CIT GROUP INC                 5.050%       9/15/2014     72.0320
CIT GROUP INC                 5.100%      10/15/2014     68.6250
CIT GROUP INC                 5.750%      12/15/2015     72.6520
CIT GROUP INC                 5.950%       9/15/2016     69.0200
CIT GROUP INC                 6.050%       9/15/2016     72.2150
CIT GROUP INC                 6.000%      11/15/2016     70.2000
CIT GROUP INC                 5.800%      12/15/2016     68.2600
CIT GROUP INC                 6.250%       8/15/2021     70.4700
CIT GROUP INC                 6.150%       9/15/2021     67.4740
CIT GROUP INC                 6.250%       9/15/2021     69.9250
CIT GROUP INC                 6.250%      11/15/2021     70.0100
CIT GROUP INC                 5.875%      12/15/2021     67.5000
CIT GROUP INC                 6.100%       3/15/2067     52.0000
COLLINS & AIKMAN             10.750%      12/31/2011      0.0630
CLAIRE'S STORES               9.250%        6/1/2015     67.7500
CLAIRE'S STORES               9.625%        6/1/2015     59.0000
CLAIRE'S STORES              10.500%        6/1/2017     53.2500
COMERICA CAP TR               6.576%       2/20/2037     68.7500
CMP SUSQUEHANNA               9.875%       5/15/2014     71.5000
NEW PLAN REALTY               7.970%       8/14/2026     67.5500
NEW PLAN REALTY               7.650%       11/2/2026     66.2500
NEW PLAN REALTY               7.680%       11/2/2026     68.1250
NEW PLAN REALTY               6.900%       2/15/2028     67.6250
NEW PLAN REALTY               6.900%       2/15/2028     59.0000
NEW PLAN EXCEL                7.500%       7/30/2029     66.0000
NEW ORL GRT N RR              5.000%        7/1/2032     56.3332
CONSTAR INTL                 11.000%       12/1/2012     60.2500
CONEXANT SYSTEMS              4.000%        3/1/2026     70.5250
COLOR TILE INC               10.750%      12/15/2001     99.9800
COMPLETE MGMT                 8.000%       8/15/2003      0.0003
CARAUSTAR INDS                7.375%        6/1/2009     74.0000
CAPITALSOURCE                 3.500%       7/15/2034     70.0000
CV THERAPEUTICS               3.250%       8/16/2013     73.5000
CITIZENS UTIL CO              7.050%       10/1/2046     71.5000
DELTA AIR LINES               9.875%       4/30/2008     49.0000
DELTA AIR LINES               8.000%       12/1/2015     57.0000
DELTA AIR LINES              10.500%       4/30/2016     49.0000
DECODE GENETICS               3.500%       4/15/2011     44.0000
DILLARD DEPT STR              7.750%       7/15/2026     82.0000
DILLARD DEPT STR              7.750%       5/15/2027     79.7500
DILLARDS INC                  7.000%       12/1/2028     73.1000
DELTA MILLS INC               9.625%        9/1/2007     10.0000
DENDREON CORP                 4.750%       6/15/2014     73.0000
DELPHI CORP                   6.500%       8/15/2013     34.9380
DELPHI CORP                   8.250%      10/15/2033     10.0000
DELPHI CORP                   6.197%      11/15/2033     19.5000
DURA OPERATING                9.000%        5/1/2009      0.0100
DURA OPERATING                8.625%       4/15/2012      9.5000
ENCORE CAPITAL                3.375%       9/19/2010     73.5000
FORD MOTOR CRED               5.650%      11/21/2011     84.2100
FORD MOTOR CRED               5.650%      12/20/2011     74.8100
FORD MOTOR CRED               5.850%       1/20/2012     72.0000
FORD MOTOR CRED               6.250%      12/20/2013     72.0000
FORD MOTOR CRED               6.550%      12/20/2013     74.9800
FORD MOTOR CRED               5.650%       1/21/2014     72.4420
FORD MOTOR CRED               5.750%       1/21/2014     71.5450
FORD MOTOR CRED               5.750%       2/20/2014     66.5100
FORD MOTOR CRED               5.900%       2/20/2014     74.2870
FORD MOTOR CRED               6.050%       3/20/2014     74.0330
FORD MOTOR CRED               6.200%       4/21/2014     73.0000
FORD MOTOR CRED               6.800%       6/20/2014     74.0000
FORD MOTOR CRED               6.000%      11/20/2014     72.6090
FORD MOTOR CRED               6.000%      11/20/2014     75.6570
FORD MOTOR CRED               6.050%      12/22/2014     75.4120
FORD MOTOR CRED               6.050%      12/22/2014     72.0000
FORD MOTOR CRED               6.000%       1/20/2015     71.9600
FORD MOTOR CRED               6.150%       1/20/2015     74.0000
FORD MOTOR CRED               6.250%       1/20/2015     68.2200
FORD MOTOR CRED               6.000%       2/20/2015     70.0000
FORD MOTOR CRED               6.050%       2/20/2015     72.0000
FORD MOTOR CRED               6.100%       2/20/2015     70.3750
FORD MOTOR CRED               6.200%       3/20/2015     74.4290
FORD MOTOR CRED               6.250%       3/20/2015     73.0000
FORD MOTOR CRED               6.500%       3/20/2015     65.5000
FORD MOTOR CRED               6.800%       3/20/2015     72.0000
FORD MOTOR CRED               7.350%       3/20/2015     67.7550
FORD MOTOR CRED               7.350%       9/15/2015     75.1721
FORD MOTOR CRED               7.250%       7/20/2017     74.9190
FORD MOTOR CRED               7.400%       8/21/2017     71.0000
FORD MOTOR CO                 6.500%        8/1/2018     72.5000
FORD MOTOR CO                 7.125%      11/15/2025     71.0000
FORD MOTOR CO                 7.500%        8/1/2026     71.5000
FORD MOTOR CO                 6.625%       2/15/2028     65.0000
FORD MOTOR CO                 6.625%       10/1/2028     66.1250
FORD MOTOR CO                 6.375%        2/1/2029     65.6250
FORD MOTOR CO                 7.450%       7/16/2031     73.7500
FORD MOTOR CRED               7.500%       8/20/2032     68.8210
FORD MOTOR CO                 7.750%       6/15/2043     63.5000
FORD MOTOR CO                 7.400%       11/1/2046     62.0000
FORD MOTOR CO                 7.700%       5/15/2097     65.4000
FONTAINEBLEAU LA             10.250%       6/15/2015     72.6875
FRANKLIN BANK                 4.000%        5/1/2027     30.2500
FIRST DATA CORP               5.625%       11/1/2011     57.0000
FIRST DATA CORP               4.700%        8/1/2013     49.5000
FIRST DATA CORP               4.850%       10/1/2014     45.0100
FIRST DATA CORP               4.950%       6/15/2015     48.5000
FAMILY GOLF CTRS              5.750%      10/15/2004      0.0100
FGIC CORP                     6.000%       1/15/2034     16.7771
FEDDERS NORTH AM              9.875%        3/1/2014      5.0000
FINLAY FINE JWLY              8.375%        6/1/2012     40.5000
FINOVA GROUP                  7.500%      11/15/2009     14.2500
FRONTIER AIRLINE              5.000%      12/15/2025     34.2500
FIBERTOWER CORP               9.000%      11/15/2012     78.1250
FULTON CAP TRUST              6.290%        2/1/2036     72.4600
FIVE STAR QUALIT              3.750%      10/15/2026     70.0000
FIVE STAR QUALIT              3.750%      10/15/2026     74.2300
BUILDING MAT COR              7.750%        8/1/2014     74.5000
MEDIANEWS GROUP               6.875%       10/1/2013     48.2500
MEDIANEWS GROUP               6.375%        4/1/2014     46.2500
GOLDEN BOOKS PUB             10.750%      12/31/2004      0.0100
GRANCARE INC                  9.375%       9/15/2005      0.0100
GEORGIA GULF CRP             10.750%      10/15/2016     64.2500
GENERAL MOTORS                8.250%       7/15/2023     76.2500
GENERAL MOTORS                8.100%       6/15/2024     73.1250
GENERAL MOTORS                7.400%        9/1/2025     67.0000
GENERAL MOTORS                6.750%        5/1/2028     60.0000
GENERAL MOTORS                8.375%       7/15/2033     74.2500
GENERAL MOTORS                7.375%       5/23/2048     59.0000
GMAC                          7.000%       1/15/2013     74.9400
GMAC                          7.100%       1/15/2013     74.0000
GMAC                          6.500%       2/15/2013     72.5950
GMAC                          6.250%       3/15/2013     72.2640
GMAC                          5.850%       5/15/2013     65.0000
GMAC                          6.100%       5/15/2013     72.9170
GMAC                          6.350%       5/15/2013     76.7810
GMAC                          6.500%       5/15/2013     74.5000
GMAC                          5.700%       6/15/2013     69.0450
GMAC                          5.850%       6/15/2013     73.3490
GMAC                          5.850%       6/15/2013     68.7800
GMAC                          5.850%       6/15/2013     70.5000
GMAC                          6.000%       7/15/2013     70.5230
GMAC                          6.250%       7/15/2013     67.1100
GMAC                          6.375%        8/1/2013     70.7700
GMAC                          6.150%       9/15/2013     65.8200
GMAC                          5.700%      10/15/2013     69.8000
GMAC                          6.250%      10/15/2013     73.5000
GMAC                          6.300%      10/15/2013     75.0000
GMAC                          6.000%      11/15/2013     69.3300
GMAC                          6.100%      11/15/2013     70.0000
GMAC                          6.150%      11/15/2013     69.8400
GMAC                          6.200%      11/15/2013     67.0000
GMAC                          6.250%      11/15/2013     70.5530
GMAC                          6.300%      11/15/2013     70.0000
GMAC                          5.700%      12/15/2013     71.0000
GMAC                          5.900%      12/15/2013     68.9860
GMAC                          5.900%      12/15/2013     64.9340
GMAC                          6.000%      12/15/2013     71.6670
GMAC                          6.150%      12/15/2013     68.5000
GMAC                          5.250%       1/15/2014     67.0000
GMAC                          5.350%       1/15/2014     68.5000
GMAC                          5.750%       1/15/2014     67.7300
GMAC                          6.375%       1/15/2014     75.8200
GMAC                          6.700%       5/15/2014     70.0000
GMAC                          6.700%       5/15/2014     70.0800
GMAC                          6.700%       6/15/2014     69.2900
GMAC                          6.750%       6/15/2014     74.0000
GMAC                          8.400%       8/15/2015     79.7750
GMAC                          8.500%       8/15/2015     69.0000
GMAC                          6.750%       7/15/2016     69.2000
GMAC                          6.600%       8/15/2016     64.0900
GMAC                          6.700%       8/15/2016     70.2400
GMAC                          6.750%       8/15/2016     66.8900
GMAC                          6.875%       8/15/2016     68.7300
GMAC                          6.750%       9/15/2016     62.6250
GMAC                          7.375%      11/15/2016     73.5000
GMAC                          7.500%      11/15/2016     73.5500
GMAC                          6.750%       6/15/2017     64.2190
GMAC                          6.900%       6/15/2017     63.3400
GMAC                          6.950%       6/15/2017     69.5000
GMAC                          7.000%       6/15/2017     69.9080
GMAC                          7.000%       7/15/2017     65.0000
GMAC                          7.500%       8/15/2017     69.6090
GMAC                          7.250%       9/15/2017     64.8600
GMAC                          7.250%       9/15/2017     68.7650
GMAC                          7.250%       9/15/2017     65.0000
GMAC                          7.250%       9/15/2017     66.0000
GMAC                          7.125%      10/15/2017     67.0000
GMAC                          7.200%      10/15/2017     65.3900
GMAC                          7.200%      10/15/2017     70.0000
GMAC                          7.750%      10/15/2017     71.6740
GMAC                          8.000%      10/15/2017     75.1250
GMAC                          7.500%      11/15/2017     65.8800
GMAC                          7.500%      11/15/2017     68.6880
GMAC                          8.000%      11/15/2017     71.2500
GMAC                          8.125%      11/15/2017     75.0000
GMAC                          7.300%      12/15/2017     62.4800
GMAC                          7.400%      12/15/2017     67.0810
GMAC                          7.500%      12/15/2017     66.8090
GMAC                          7.500%      12/15/2017     66.0500
GMAC                          7.250%       1/15/2018     66.7570
GMAC                          7.300%       1/15/2018     68.5000
GMAC                          7.300%       1/15/2018     67.4960
GMAC                          7.000%       2/15/2018     61.1250
GMAC                          7.000%       2/15/2018     67.3080
GMAC                          7.000%       2/15/2018     62.8750
GMAC                          6.750%       3/15/2018     70.5000
GMAC                          7.000%       3/15/2018     69.0000
GMAC                          7.050%       3/15/2018     68.5000
GMAC                          7.050%       3/15/2018     65.3600
GMAC                          7.050%       4/15/2018     65.1550
GMAC                          7.250%       4/15/2018     63.0000
GMAC                          7.250%       4/15/2018     68.0000
GMAC                          7.350%       4/15/2018     66.1250
GMAC                          7.375%       4/15/2018     72.7500
GMAC                          6.600%       5/15/2018     63.5000
GMAC                          6.850%       5/15/2018     65.1000
GMAC                          7.000%       5/15/2018     65.9010
GMAC                          6.500%       6/15/2018     63.0000
GMAC                          6.650%       6/15/2018     66.1060
GMAC                          6.700%       6/15/2018     64.8000
GMAC                          6.700%       6/15/2018     65.6030
GMAC                          6.750%       7/15/2018     62.5000
GMAC                          6.875%       7/15/2018     65.0400
GMAC                          6.900%       7/15/2018     63.5400
GMAC                          6.900%       8/15/2018     67.0000
GMAC                          7.000%       8/15/2018     63.4820
GMAC                          7.250%       8/15/2018     66.9200
GMAC                          7.250%       8/15/2018     65.8500
GMAC                          6.750%       9/15/2018     66.5630
GMAC                          6.800%       9/15/2018     63.0170
GMAC                          7.000%       9/15/2018     64.9120
GMAC                          7.150%       9/15/2018     62.5000
GMAC                          7.250%       9/15/2018     63.5370
GMAC                          6.650%      10/15/2018     64.0000
GMAC                          6.650%      10/15/2018     62.0000
GMAC                          6.750%      10/15/2018     62.9530
GMAC                          6.800%      10/15/2018     65.0000
GMAC                          6.500%      11/15/2018     61.8160
GMAC                          6.700%      11/15/2018     64.1700
GMAC                          6.750%      11/15/2018     63.0080
GMAC                          6.250%      12/15/2018     64.2500
GMAC                          6.400%      12/15/2018     65.0700
GMAC                          6.500%      12/15/2018     62.1200
GMAC                          6.500%      12/15/2018     64.0000
GMAC                          5.900%       1/15/2019     62.6120
GMAC                          5.900%       1/15/2019     58.3500
GMAC                          6.250%       1/15/2019     62.0990
GMAC                          5.900%       2/15/2019     55.7700
GMAC                          6.000%       2/15/2019     63.0000
GMAC                          6.000%       2/15/2019     58.0000
GMAC                          6.000%       2/15/2019     63.7500
GMAC                          6.000%       3/15/2019     63.2000
GMAC                          6.000%       3/15/2019     63.1000
GMAC                          6.000%       3/15/2019     58.9900
GMAC                          6.000%       3/15/2019     58.0000
GMAC                          6.000%       3/15/2019     59.7500
GMAC                          6.000%       4/15/2019     57.7500
GMAC                          6.200%       4/15/2019     64.0000
GMAC                          6.250%       4/15/2019     60.0000
GMAC                          6.350%       4/15/2019     60.7100
GMAC                          6.250%       5/15/2019     62.0550
GMAC                          6.500%       5/15/2019     61.5610
GMAC                          6.750%       5/15/2019     65.2900
GMAC                          6.750%       5/15/2019     66.6480
GMAC                          6.600%       6/15/2019     64.5000
GMAC                          6.600%       6/15/2019     63.3300
GMAC                          6.700%       6/15/2019     61.4440
GMAC                          6.750%       6/15/2019     62.5000
GMAC                          6.750%       6/15/2019     62.9100
GMAC                          6.250%       7/15/2019     63.0000
GMAC                          6.350%       7/15/2019     66.0000
GMAC                          6.350%       7/15/2019     59.9800
GMAC                          6.050%       8/15/2019     59.0200
GMAC                          6.050%       8/15/2019     63.0000
GMAC                          6.150%       8/15/2019     56.5000
GMAC                          6.300%       8/15/2019     61.1600
GMAC                          6.300%       8/15/2019     60.0900
GMAC                          6.000%       9/15/2019     58.4100
GMAC                          6.000%       9/15/2019     56.5500
GMAC                          6.100%       9/15/2019     60.8750
GMAC                          6.150%       9/15/2019     59.5600
GMAC                          5.900%      10/15/2019     59.2000
GMAC                          6.050%      10/15/2019     63.0000
GMAC                          6.125%      10/15/2019     62.2000
GMAC                          6.150%      10/15/2019     64.0000
GMAC                          6.400%      11/15/2019     64.8000
GMAC                          6.400%      11/15/2019     63.7420
GMAC                          6.550%      12/15/2019     66.0000
GMAC                          6.700%      12/15/2019     65.0000
GMAC                          6.500%       1/15/2020     58.0000
GMAC                          6.500%       2/15/2020     61.2600
GMAC                          6.650%       2/15/2020     61.2600
GMAC                          6.750%       3/15/2020     65.4720
GMAC                          7.000%       2/15/2021     66.1400
GMAC                          7.000%       9/15/2021     68.0000
GMAC                          7.000%       9/15/2021     67.8700
GMAC                          7.000%       6/15/2022     67.5000
GMAC                          7.000%      11/15/2023     64.8750
GMAC                          7.000%      11/15/2024     62.0700
GMAC                          7.000%      11/15/2024     68.7000
GMAC                          7.000%      11/15/2024     68.5000
GMAC                          7.150%       1/15/2025     64.0000
GMAC                          7.250%       1/15/2025     61.0000
GMAC                          7.250%       2/15/2025     68.5000
GMAC                          7.150%       3/15/2025     66.2500
GMAC                          7.250%       3/15/2025     63.5410
GMAC                          7.500%       3/15/2025     62.1220
GMAC                          8.000%       3/15/2025     70.6600
OUTBOARD MARINE              10.750%        6/1/2008     10.0000
OUTBOARD MARINE               9.125%       4/15/2017      7.0000
REALOGY CORP                 10.500%       4/15/2014     72.8750
REALOGY CORP                 12.375%       4/15/2015     53.5000
HUNTINGTON NATL               5.375%       2/28/2019     69.8751
HUNTINGTON CAPIT              6.650%       5/15/2037     68.0000
COLUMBIA/HCA                  7.500%      11/15/2095     73.7500
HERBST GAMING                 8.125%        6/1/2012     22.5000
HERBST GAMING                 7.000%      11/15/2014     21.5000
HARRAHS OPER CO               5.375%      12/15/2013     62.2500
HARRAHS OPER CO               5.625%        6/1/2015     58.0000
HARRAHS OPER CO               6.500%        6/1/2016     59.0000
HARRAHS OPER CO               5.750%       10/1/2017     56.2500
HUMAN GENOME                  2.250%       8/15/2012     72.8750
HILTON HOTELS                 7.500%      12/15/2017     73.2600
HINES NURSERIES              10.250%       10/1/2011     56.2500
K HOVNANIAN ENTR              8.875%        4/1/2012     71.0000
K HOVNANIAN ENTR              7.750%       5/15/2013     64.0000
K HOVNANIAN ENTR              6.500%       1/15/2014     72.2500
K HOVNANIAN ENTR              6.375%      12/15/2014     70.7500
K HOVNANIAN ENTR              6.250%       1/15/2015     72.2500
K HOVNANIAN ENTR              6.250%       1/15/2016     72.5000
K HOVNANIAN ENTR              7.500%       5/15/2016     72.2500
HERCULES INC                  6.500%       6/30/2029     75.0000
HERCULES INC                  6.500%       6/30/2029     80.5000
HUTCHINSON TECH               3.250%       1/15/2026     75.2500
HEADWATERS INC                2.500%        2/1/2014     68.0150
HAWAIIAN TELCOM               9.750%        5/1/2013     47.0000
HAWAIIAN TELCOM              12.500%        5/1/2015     30.5380
BORDEN INC                    8.375%       4/15/2016     69.2500
BORDEN INC                    9.200%       3/15/2021     56.0000
BORDEN INC                    7.875%       2/15/2023     52.0500
IDEARC INC                    8.000%      11/15/2016     69.6880
IMPERIAL CREDIT               9.875%       1/15/2007      0.0100
ION MEDIA                    11.000%       7/31/2013     22.0000
ISOLAGEN INC                  3.500%       11/1/2024     15.0000
INDALEX HOLD                 11.500%        2/1/2014     70.0000
IRIDIUM LLC/CAP              10.875%       7/15/2005      0.6250
IRIDIUM LLC/CAP              11.250%       7/15/2005      1.0000
IRIDIUM LLC/CAP              13.000%       7/15/2005      1.1630
IRIDIUM LLC/CAP              14.000%       7/15/2005      0.7500
IT GROUP INC                 11.250%        4/1/2009      0.2670
JETBLUE AIRWAYS               3.750%       3/15/2035     73.2500
JB POINDEXTER                 8.750%       3/15/2014     78.5000
JONES APPAREL                 6.125%      11/15/2034     66.0000
JP MORGAN CHASE              10.000%       7/31/2008     69.7500
JP MORGAN CHASE              10.900%       7/31/2008     69.4800
JP MORGAN CHASE              12.000%       7/31/2008     35.7000
JP MORGAN CHASE               9.500%       9/29/2008     70.0000
KEYSTONE AUTO OP              9.750%       11/1/2013     59.0000
KELLSTROM INDS                5.750%      10/15/2002      0.0100
KEMET CORP                    2.250%      11/15/2026     70.0000
KEMET CORP                    2.250%      11/15/2026     67.8720
KEYCORP CAP VII               5.700%       6/15/2035     78.6500
KIMBALL HILL INC             10.500%      12/15/2012      3.7500
KAISER ALUMINUM               9.875%       2/15/2002      0.0100
KAISER ALUMINUM              12.750%        2/1/2003      6.5000
KN CAP TRUST III              7.630%       4/15/2028     71.0000
K MART FUNDING                8.800%        7/1/2010      1.0000
KMART 95-K1 PT                8.990%        7/5/2010      0.0100
KMART 95-K3 PT                8.540%        1/2/2015      0.0100
KMART 95-K2 PT                9.780%        1/5/2020      0.0100
KRATON POLYMERS               8.125%       1/15/2014     63.5000
KELLWOOD CO                   7.625%      10/15/2017     66.0000
LIBERTY MEDIA                 4.000%      11/15/2029     56.0000
LIBERTY MEDIA                 3.750%       2/15/2030     51.7500
LIBERTY MEDIA                 3.500%       1/15/2031     56.0000
LIBERTY MEDIA                 3.250%       3/15/2031     71.0000
LAZYDAYS RV                  11.750%       5/15/2012     73.5000
LIFETIME BRANDS               4.750%       7/15/2011     72.2500
LEHMAN BROS HLDG              5.250%       9/14/2019     72.2500
LEHMAN BROS HLDG              5.400%        3/6/2020     71.1000
LEHMAN CAP VII                5.857%        5475600%     71.5000
LEINER HEALTH                11.000%        6/1/2012      0.1250
CHENIERE ENERGY               2.250%        8/1/2012     49.0000
LANDRY'S RESTAUR              7.500%      12/15/2014     73.5000
LIFECARE HOLDING              9.250%       8/15/2013     50.0000
LTV CORP                      8.200%       9/15/2007     99.9800
EQUISTAR CHEMICA              7.550%       2/15/2026     68.5630
MILLENNIUM AMER               7.625%      11/15/2026     64.7500
MAJESTIC STAR                 9.750%       1/15/2011     35.7500
MBIA INC                      6.400%       8/15/2022     77.8440
MBIA INC                      7.000%      12/15/2025     85.0000
MBIA INC                      5.700%       12/1/2034     65.5000
MAGNA ENTERTAINM              7.250%      12/15/2009     51.7500
MAGNA ENTERTAINM              8.550%       6/15/2010     53.0000
MERRILL LYNCH                10.000%        3/6/2009     25.8500
MERRILL LYNCH                11.000%       4/28/2009     25.9900
MERRILL LYNCH                12.000%       3/26/2010     25.9300
MERISANT CO                   9.500%       7/15/2013     72.0000
MERIX CORP                    4.000%       5/15/2013     53.0000
METALDYNE CORP               11.000%       6/15/2012     38.0000
METALDYNE CORP               10.000%       11/1/2013     66.0000
MASONITE CORP                11.000%        4/6/2015     67.2500
KNIGHT RIDDER                 4.625%       11/1/2014     70.5000
KNIGHT RIDDER                 5.750%        9/1/2017     68.1200
KNIGHT RIDDER                 7.150%       11/1/2027     68.0900
KNIGHT RIDDER                 6.875%       3/15/2029     68.5000
MANNKIND CORP                 3.750%      12/15/2013     43.8750
MOMENTIVE PERFOR             11.500%       12/1/2016     74.9500
MORRIS PUBLISH                7.000%        8/1/2013     61.2500
MOTOROLA INC                  5.220%       10/1/2097     54.4240
MOA HOSPITALITY               8.000%      10/15/2007     75.0000
MOVIE GALLERY                11.000%        5/1/2012     28.5000
MRS FIELDS                    9.000%       3/15/2011     73.7500
MORGAN STANLEY               10.000%       4/20/2009     19.5000
MORGAN STANLEY               10.000%       5/20/2009     20.3500
MORGAN STANLEY                8.000%       2/23/2037     73.0000
MILACRON ESCROW              11.500%       5/15/2011     75.5000
NORTH ATL TRADNG              9.250%        3/1/2012     61.5000
NEENAH FOUNDRY                9.500%        1/1/2017     69.0000
NEFF CORP                    10.000%        6/1/2015     47.2500
NATL FINANCIAL                0.750%        2/1/2012     71.3430
NEKTAR THERAPEUT              3.250%       9/28/2012     71.6390
NELNET INC                    7.400%       9/29/2036     70.0000
NATL STEEL CORP               8.375%        8/1/2006      0.0100
NORTHERN TEL CAP              7.875%       6/15/2026     69.0000
NTK HOLDINGS INC              0.000%        3/1/2014     44.2500
NORTEK INC                    8.500%        9/1/2014     74.0000
GLOBAL HEALTH SC             11.000%        5/1/2008      0.3130
NUVEEN INVEST                 5.500%       9/15/2015     71.0000
NORTHWESTERN CRP              7.960%      12/21/2026      3.7500
NORTHWST STL&WIR              9.500%       6/15/2001      0.0100
REALTY INCOME                 5.875%       3/15/2035     70.8541
OCWEN CAP TRST I             10.875%        8/1/2027     77.0000
OMNICARE INC                  3.250%      12/15/2035     72.1880
OAKWOOD HOMES                 7.875%        3/1/2004      3.5000
AMER & FORGN PWR              5.000%        3/1/2030     51.7590
OSCIENT PHARM                 3.500%       4/15/2011     40.6400
PAC-WEST TELECOM             13.500%        2/1/2009      0.0625
PANOLAM INDUSTRI             10.750%       10/1/2013     79.6250
VERIFONE HOLDING              1.625%       6/15/2012     75.0609
PCA LLC/PCA FIN              11.875%        8/1/2009      4.1900
RESTAURANT CO                10.000%       10/1/2013     72.0000
PALM HARBOR                   3.250%       5/15/2024     47.2500
PLY GEM INDS                  9.000%       2/15/2012     70.5000
PORTOLA PACKAGIN              8.250%        2/1/2012     62.5000
PROPEX FABRICS               10.000%       12/1/2012      4.0000
PRIMUS TELECOM                5.000%       6/30/2009     58.0000
PRIMUS TELECOM                3.750%       9/15/2010     34.7500
PRIMUS TELECOM                8.000%       1/15/2014     40.0000
POPE & TALBOT                 8.375%        6/1/2013     14.0000
PANTRY INC                    3.000%      11/15/2012     69.2340
NUTRITIONAL SRC              10.125%        8/1/2009     12.5000
POWERWAVE TECH                1.875%      11/15/2024     68.1960
POWERWAVE TECH                3.875%       10/1/2027     71.0350
POWERWAVE TECH                3.875%       10/1/2027     70.1840
PIXELWORKS INC                1.750%       5/15/2024     70.0000
QUALITY DISTRIBU              9.000%      11/15/2010     65.0000
RITE AID CORP                 6.875%       8/15/2013     70.0000
RITE AID CORP                 7.700%       2/15/2027     62.5000
RITE AID CORP                 6.875%      12/15/2028     55.3000
RADNOR HOLDINGS              11.000%       3/15/2010      0.1250
RAIT FINANCIAL                6.875%       4/15/2027     56.4861
READER'S DIGEST               9.000%       2/15/2017     72.5251
RADIAN GROUP                  5.625%       2/15/2013     79.5000
RADIAN GROUP                  5.375%       6/15/2015     71.0000
RESIDENTIAL CAP               8.375%       6/30/2010     53.5000
RESIDENTIAL CAP               8.000%       2/22/2011     49.0000
RESIDENTIAL CAP               8.500%        6/1/2012     48.7500
RESIDENTIAL CAP               8.500%       4/17/2013     49.0000
RESIDENTIAL CAP               8.875%       6/30/2015     48.7500
REGIONS FIN TR                6.625%       5/15/2047    101.2710
RF MICRO DEVICES              0.750%       4/15/2012     75.1797
RF MICRO DEVICES              1.000%       4/15/2014     70.4000
RF MICRO DEVICES              1.000%       4/15/2014     68.3898
RH DONNELLEY                  6.875%       1/15/2013     66.0000
RH DONNELLEY                  6.875%       1/15/2013     66.2500
RH DONNELLEY                  6.875%       1/15/2013     67.0000
DEX MEDIA INC                 8.000%      11/15/2013     80.0630
RH DONNELLEY                  8.875%       1/15/2016     69.0000
RH DONNELLEY                  8.875%      10/15/2017     68.0969
RICKEL HOME CNTR             13.500%      12/15/2001      0.0100
ROTECH HEALTHCA               9.500%        4/1/2012     78.0000
RENTECH INC                   4.000%       4/15/2013     50.6680
NEXTEL COMMUNIC               6.875%      10/31/2013     70.5000
SURGICAL CARE AF             10.000%       7/15/2017     69.0273
SPECIAL DEVICES              11.375%      12/15/2008     42.5000
SECURUS TECH                 11.000%        9/1/2011     77.0000
SEARS ROEBUCK AC              7.500%      10/15/2027     72.3150
SEARS ROEBUCK AC              6.750%       1/15/2028     69.5000
SEARS ROEBUCK AC              6.500%       12/1/2028     66.5000
SEARS ROEBUCK AC              7.000%        6/1/2032     67.6970
SIX FLAGS INC                 9.750%       4/15/2013     65.7890
SIX FLAGS INC                 9.625%        6/1/2014     67.0000
SIX FLAGS INC                 4.500%       5/15/2015     64.5000
SLM CORP                      5.000%       3/15/2013     75.0000
SLM CORP                      5.250%       9/15/2015     74.0000
SLM CORP                      4.100%      12/15/2015     71.8770
SLM CORP                      5.550%       3/15/2018     68.9000
SLM CORP                      5.650%       3/15/2018     64.5370
SLM CORP                      5.600%       6/15/2018     70.2190
SLM CORP                      5.250%       3/15/2019     62.0000
SLM CORP                      5.400%       3/15/2019     70.7001
SLM CORP                      5.500%       3/15/2019     66.7200
SLM CORP                      5.190%       4/24/2019     68.3140
SLM CORP                      5.000%       6/15/2019     66.6780
SLM CORP                      5.150%       6/15/2019     69.4130
SLM CORP                      5.500%       6/15/2019     67.1750
SLM CORP                      6.000%       6/15/2019     71.4000
SLM CORP                      6.000%       6/15/2019     63.5900
SLM CORP                      6.000%       9/15/2019     67.2960
SLM CORP                      6.000%       9/15/2019     63.2290
SLM CORP                      5.250%       6/15/2020     66.0000
SLM CORP                      5.000%       9/15/2020     71.1160
SLM CORP                      5.200%      12/15/2020     66.7330
SLM CORP                      5.450%      12/15/2020     69.3600
SLM CORP                      6.150%       3/10/2021     71.3196
SLM CORP                      6.000%       6/15/2021     62.9930
SLM CORP                      6.000%       6/15/2021     70.5000
SLM CORP                      6.100%       6/15/2021     73.0690
SLM CORP                      6.150%       6/15/2021     68.3750
SLM CORP                      5.600%       3/15/2022     67.5570
SLM CORP                      5.650%       6/15/2022     66.2765
SLM CORP                      5.650%       6/15/2022     68.7280
SLM CORP                      5.050%       3/15/2023     59.0000
SLM CORP                      5.400%       3/15/2023     73.0270
SLM CORP                      5.450%       3/15/2023     58.2480
SLM CORP                      5.625%       1/25/2025     65.4030
SLM CORP                      5.350%       6/15/2025     56.8860
SLM CORP                      5.350%       6/15/2025     55.0410
SLM CORP                      5.550%       6/15/2025     66.0330
SLM CORP                      6.000%       6/15/2026     65.6250
SLM CORP                      6.000%       6/15/2026     63.0000
SLM CORP                      6.000%      12/15/2026     70.1040
SLM CORP                      6.000%      12/15/2026     61.8500
SLM CORP                      6.000%      12/15/2026     59.6640
SLM CORP                      6.000%      12/15/2026     67.4610
SLM CORP                      6.050%      12/15/2026     68.4150
SLM CORP                      6.000%       3/15/2027     68.0620
SLM CORP                      5.200%       3/15/2028     61.7000
SLM CORP                      5.250%       3/15/2028     62.0770
SLM CORP                      5.550%       3/15/2028     61.5990
SLM CORP                      5.000%       6/15/2028     72.7060
SLM CORP                      5.250%       6/15/2028     56.7500
SLM CORP                      5.350%       6/15/2028     68.3400
SLM CORP                      5.450%       6/15/2028     60.6180
SLM CORP                      5.450%       6/15/2028     63.0850
SLM CORP                      5.500%       6/15/2028     61.8560
SLM CORP                      5.550%       6/15/2028     60.5000
SLM CORP                      4.800%      12/15/2028     64.8000
SLM CORP                      5.000%      12/15/2028     54.2910
SLM CORP                      5.150%      12/15/2028     64.1690
SLM CORP                      5.250%      12/15/2028     68.6100
SLM CORP                      5.300%      12/15/2028     66.3750
SLM CORP                      5.600%      12/15/2028     70.0000
SLM CORP                      5.800%      12/15/2028     63.5450
SLM CORP                      6.000%      12/15/2028     61.4000
SLM CORP                      6.100%      12/15/2028     70.3520
SLM CORP                      5.600%       3/15/2029     69.3340
SLM CORP                      5.600%       3/15/2029     58.5650
SLM CORP                      5.650%       3/15/2029     74.2670
SLM CORP                      5.650%       3/15/2029     59.2500
SLM CORP                      5.700%       3/15/2029     65.0890
SLM CORP                      5.700%       3/15/2029     62.3300
SLM CORP                      5.700%       3/15/2029     60.8920
SLM CORP                      5.700%       3/15/2029     65.2050
SLM CORP                      5.700%       3/15/2029     64.1030
SLM CORP                      5.750%       3/15/2029     57.1300
SLM CORP                      5.750%       3/15/2029     72.1390
SLM CORP                      5.750%       3/15/2029     63.5460
SLM CORP                      5.750%       3/15/2029     62.5000
SLM CORP                      5.750%       3/15/2029     66.6000
SLM CORP                      6.000%       3/15/2029     66.6860
SLM CORP                      5.500%       6/15/2029     63.8610
SLM CORP                      5.500%       6/15/2029     64.5020
SLM CORP                      5.500%       6/15/2029     63.2990
SLM CORP                      5.750%       6/15/2029     58.0750
SLM CORP                      5.750%       6/15/2029     65.0330
SLM CORP                      6.000%       6/15/2029     62.0540
SLM CORP                      6.000%       6/15/2029     61.5790
SLM CORP                      6.000%       6/15/2029     60.4500
SLM CORP                      6.250%       6/15/2029     68.0400
SLM CORP                      6.250%       6/15/2029     68.0360
SLM CORP                      5.750%       9/15/2029     62.4690
SLM CORP                      5.850%       9/15/2029     64.8350
SLM CORP                      5.850%       9/15/2029     64.3940
SLM CORP                      6.000%       9/15/2029     64.7360
SLM CORP                      6.000%       9/15/2029     59.0930
SLM CORP                      6.000%       9/15/2029     65.0100
SLM CORP                      6.000%       9/15/2029     65.4200
SLM CORP                      6.000%       9/15/2029     69.5300
SLM CORP                      6.150%       9/15/2029     69.4060
SLM CORP                      6.150%       9/15/2029     66.2400
SLM CORP                      6.250%       9/15/2029     66.5000
SLM CORP                      6.250%       9/15/2029     67.4320
SLM CORP                      5.600%      12/15/2029     63.1900
SLM CORP                      5.650%      12/15/2029     65.8600
SLM CORP                      5.650%      12/15/2029     63.1520
SLM CORP                      5.700%      12/15/2029     61.6080
SLM CORP                      5.750%      12/15/2029     68.4100
SLM CORP                      5.750%      12/15/2029     64.6460
SLM CORP                      5.750%      12/15/2029     64.3370
SLM CORP                      5.750%      12/15/2029     57.2990
SLM CORP                      5.400%       3/15/2030     52.4320
SLM CORP                      5.500%       3/15/2030     61.9730
SLM CORP                      5.650%       3/15/2030     63.5750
SLM CORP                      5.700%       3/15/2030     63.5780
SLM CORP                      5.750%       3/15/2030     64.0820
SLM CORP                      5.750%       3/15/2030     67.3800
SLM CORP                      5.400%       6/15/2030     53.1060
SLM CORP                      5.650%       6/15/2030     59.4500
SLM CORP                      5.300%       9/15/2030     62.9470
SLM CORP                      5.500%      12/15/2030     61.2730
SLM CORP                      5.500%      12/15/2030     60.2060
SLM CORP                      6.000%       6/15/2031     57.6560
SLM CORP                      6.000%       6/15/2031     65.3750
SLM CORP                      6.250%       9/15/2031     67.1020
SLM CORP                      6.350%       9/15/2031     69.0850
SLM CORP                      6.350%       9/15/2031     67.0070
SLM CORP                      6.400%       9/15/2031     61.5650
SLM CORP                      6.450%       9/15/2031     67.9440
SLM CORP                      6.500%       9/15/2031     66.8260
SLM CORP                      5.850%      12/15/2031     63.0860
SLM CORP                      6.000%      12/15/2031     65.7660
SLM CORP                      6.000%      12/15/2031     65.2730
SLM CORP                      6.000%      12/15/2031     57.5030
SLM CORP                      6.000%      12/15/2031     65.6330
SLM CORP                      6.050%      12/15/2031     65.3200
SLM CORP                      6.100%      12/15/2031     65.7500
SLM CORP                      6.200%      12/15/2031     65.6530
SLM CORP                      5.650%       3/15/2032     62.4710
SLM CORP                      5.700%       3/15/2032     58.0350
SLM CORP                      5.800%       3/15/2032     63.8000
SLM CORP                      5.800%       3/15/2032     62.3220
SLM CORP                      5.800%       3/15/2032     64.9564
SLM CORP                      5.850%       3/15/2032     58.1940
SLM CORP                      5.850%       3/15/2032     65.3876
SLM CORP                      5.850%       3/15/2032     58.6870
SLM CORP                      5.750%       6/15/2032     63.9590
SLM CORP                      5.750%       6/15/2032     64.4210
SLM CORP                      5.850%       6/15/2032     65.3858
SLM CORP                      5.850%       6/15/2032     65.3858
SLM CORP                      5.625%        8/1/2033     73.3000
SLM CORP                      6.850%        7/7/2036     72.3607
SLM CORP                      6.000%       3/15/2037     61.2500
SLM CORP                      6.000%       3/15/2037     65.9390
SLM CORP                      6.000%       3/15/2037     62.2500
SPECTRUM BRANDS               7.375%        2/1/2015     67.7500
STANDARD PACIFIC              9.250%       4/15/2012     64.8750
STANDRD PAC CORP              6.000%       10/1/2012     61.0000
STANDRD PAC CORP              6.250%        4/1/2014     73.2500
STANDARD PACIFIC              7.000%       8/15/2015     73.5000
SPANSION LLC                 11.250%       1/15/2016     65.3645
SPANSION LLC                  2.250%       6/15/2016     48.9736
STANLEY-MARTIN                9.750%       8/15/2015     47.0000
STATION CASINOS               6.500%        2/1/2014     65.2500
STATION CASINOS               6.875%        3/1/2016     63.7500
STATION CASINOS               6.625%       3/15/2018     61.0000
SERVICEMASTER CO              7.100%        3/1/2018     60.0000
SERVICEMASTER CO              7.450%       8/15/2027     40.5000
SAVVIS INC                    3.000%       5/15/2012     74.9720
SWIFT TRANS CO               12.500%       5/15/2017     34.6250
TENET HEALTHCARE              6.875%      11/15/2031     72.3330
THERAVANCE INC                3.000%       1/15/2015     72.5600
TRANSMERIDIAN EX             12.000%      12/15/2010     66.7500
TOM'S FOODS INC              10.500%       11/1/2004      0.2580
TOUSA INC                     9.000%        7/1/2010     60.0000
TOUSA INC                     9.000%        7/1/2010     59.0000
TOUSA INC                     7.500%       3/15/2011     10.5630
TOUSA INC                    10.375%        7/1/2012     10.5630
TOUSA INC                     7.500%       1/15/2015      9.3390
TOYS R US                     7.375%      10/15/2018     73.5460
TRIBUNE CO                    4.875%       8/15/2010     52.0000
TIMES MIRROR CO               7.250%        3/1/2013     33.0000
TRIBUNE CO                    5.250%       8/15/2015     44.9900
TIMES MIRROR CO               7.500%        7/1/2023     37.0950
TIMES MIRROR CO               6.610%       9/15/2027     35.0000
TIMES MIRROR CO               7.250%      11/15/2096     40.5600
TRUMP ENTERTNMNT              8.500%        6/1/2015     58.0200
WIMAR OP LLC/FIN              9.625%      12/15/2014     53.0000
TRUE TEMPER                   8.375%       9/15/2011     67.0000
TREX CO INC                   6.000%        7/1/2012     63.8150
RJ TOWER CORP                12.000%        6/1/2013      1.0000
TEXAS UTIL ELEC               8.175%       1/30/2037     73.5000
UAL 1991 TRUST               10.020%       3/22/2014     47.5000
UAL 1995 TRUST                9.560%      10/19/2018     45.2500
UAL CORP                      5.000%        2/1/2021     66.1250
UAL CORP                      4.500%       6/30/2021     68.3528
UAL CORP                      4.500%       6/30/2021     68.8770
US AIR INC                   10.900%        1/1/2049      0.0100
US AIR INC                   10.550%       1/15/2049      0.0100
US AIR INC                   10.700%       1/15/2049      0.0100
UNIVERSAL STAND               8.250%        2/1/2006      0.0100
MISSOURI PAC RR               5.000%        1/1/2045     70.0000
CHIC EAST ILL RR              5.000%        1/1/2054     61.0000
USEC INC                      3.000%       10/1/2014     71.2160
VISTEON CORP                  7.000%       3/10/2014     70.0000
VERTIS INC                   10.875%       6/15/2009     37.1250
VISKASE COS INC              11.500%       6/15/2011     74.5000
VIROPHARMA INC                2.000%       3/15/2017     72.5000
VICORP RESTAURNT             10.500%       4/15/2011     26.5000
VERENIUM CORP                 5.500%        4/1/2027     63.4400
VERASUN ENERGY                9.375%        6/1/2017     66.3530
VERASUN ENERGY                9.375%        6/1/2017     67.0000
VESTA INSUR GRP               8.750%       7/15/2025      2.1250
WEBSTER CAPITAL               7.650%       6/15/2037     69.8750
WCI COMMUNITIES               9.125%        5/1/2012     43.0000
WCI COMMUNITIES               7.875%       10/1/2013     51.7500
WCI COMMUNITIES               6.625%       3/15/2015     40.0000
WCI COMMUNITIES               4.000%        8/5/2023     69.3750
WINSTAR COMM INC             10.000%       3/15/2008      0.0030
WINSTAR COMM INC             14.750%       4/15/2010      0.0020
WERNER HOLDINGS              10.000%      11/15/2007      0.0070
WILLIAM LYON                  7.625%      12/15/2012     62.0000
WILLIAM LYON                 10.750%        4/1/2013     63.9040
WILLIAM LYON                  7.500%       2/15/2014     59.5000
WASH MUTUAL PFD               6.534%       3/29/2049     58.4695
WASH MUTUAL PFD               6.895%       6/29/2049     61.0149
WASH MUTUAL PFD               6.665%      12/31/2049     64.1107
WORNICK CO                   10.875%       7/15/2011     65.5000
PEGASUS SATELLIT              9.750%       12/1/2006      0.1250
PEGASUS SATELLIT             12.500%        8/1/2007      0.1250
YOUNG BROADCSTNG             10.000%        3/1/2011     64.7500
YOUNG BROADCSTNG              8.750%       1/15/2014     58.7500

                             *********

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.  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.

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