TCR_Public/080603.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 3, 2008, Vol. 12, No. 131

                            Headlines

ACA ABS: Fitch Chips Rating on $6.385MM Class A-1SW Notes to BB+
ACACIA OPTION: Moody's Cuts Ratings on Notes, to Undertake Review
ACE SECURITIES: S&P Lowers Ratings on 21 Classes of Certificates
ACCUITY LLC: Moody's Puts Ratings Under Review for Possible Cut
AIRTRAN HOLDINGS: Affiliate Defers Delivery of 18 Aircraft to 2014

ALLIED WASTE: Fitch Holds 'CCC+/RR6' Rating on Subordinated Notes
ALOHA AIRLINES: Trustee to Auction Legal Claim in Mesa Air Suit
ALON USA: Moody's Assigns B1 Rating to New Senior Loan Facility
AMERICAN COLOR: Inks Deal on Ch. 11 Prepack Plan of Reorganization
ARIEL WAY: Accountant Reports Errors in Cash Flow Statements

ARRIVA PHARMA: Rival's Appeal Against Confirmation Order Trashed
ARVINMERITOR INC: Moody's Affirms 'B1 Corporate Family Rating
ASTRATA GROUP: Removes Anti-Dilution, Other Terms in Warrants
ATA AIRLINES: U.S. Trustee Removes McGinley from Creditors Panel  
ATA AIRLINES: Panel Seeks Exemption from Sec. 1102(b)(3)(A)

ATA AIRLINES: Asks Court to Employ Hostetler as Local Counsel
AUSTIN JAMES: Case Summary & 20 Largest Unsecured Creditors
AVENUE WEST: Case Summary & 20 Largest Unsecured Creditors
BARBARA BEHM: Case Summary & 7 Largest Unsecured Creditors
BEAR STEARNS: Turns Over Trading Documents to Aid SEC Inquiry

BEAR STEARNS: Fitch Lifts Ratings After Merger with JPMorgan
BEAR STEARNS: Moody's Rating Review Sustains Despite JPMorgan Deal
BFC SILVERTON: Moody's Junks Rating on Up to $450MM Notes Due 2046
BIOLARGO INC: Posts $2,417,000 Net Loss in 2008 First Quarter
BLUE WATER: June 18 Court Date to Confirm Second Amended Plan

BLUE WATER: CIT Capital Wants Evidentiary Hearing on Plan
BOMBAY CO: Files Disclosure Statement and Joint Chapter 11 Plan
BRIDGEWATER POINTE: Court Sets Claim-Filing Deadline June 30
BRIDGEWATER POINTE: Gets Court OK to Hire Kevin Mele as Accountant
BUNCH COMPANY: Voluntary Chapter 11 Case Summary

BUSHNELL LOAN: Fitch's Withdraws Ratings After Restructuring
CALPINE CORP: Fitch Publishes NRG/Calpine Asset Value Estimates
CANAL POINT: Fitch Withdraws Ratings After Transaction Amendments
CEDAR FUNDING: Case Summary & 20 Largest Unsecured Creditors
CELESTICA INC: Moody's Holds Ratings and Revises Outlook to Stable

CIFG GUARANTY: Capital Could Fall Below Min.; Fitch Junks Ratings
CIT RV TRUST: S&P Junks Ratings on Two Note Classes
CLARIENT INC: Appoints Raymond Land as CFO and Senior VP
CLASS V: Moody's Cuts Ba3 Rating on $1.4 Billion Notes to Ca
CLASS V: Deteriorating Credit Quality Cues Moody's Ratings Cut

CLEARPOINT BUSINESS: Gets Nasdaq Notice on Listing Noncompliance
COMMONWEALTH EDISON: Fitch Affirms 'BB+' Issuer Default Rating
CORONA BOREALIS: S&P Puts Default Ratings on Two CDO Transactions
CWALT INC: Moody's Chips Ratings to Ca on Two Certificate Classes
DANIEL GUILLORY: Case Summary & Largest Unsecured Creditors

DARCOMM NETWORK: Case Summary & Largest Unsecured Creditors
DAWAHARES LEXINGTON: Closes 9 Shops After Bankruptcy Filing
DAWAHARES LEXINGTON: Case Summary & 20 Largest Unsecured Creditors
DEBORAH BRANNON: Case Summary & Largest Unsecured Creditors
DEEPER CHRISTIAN: Case Summary & Largest Unsecured Creditors

DEEP OCEAN: Voluntary Chapter 11 Case Summary
DELPHI CORP: Expects to Borrow $254MM from Lender Group on June 9
DELPHI CORP: Sells Power Products Business Assets for $7.8 Mil.
DIOGENES CDO: Moody's Lowers Ratings and Left Under Review
DELPHI CORP: Completes $10MM Sale of Kettering Facility to Tenneco

DELTA AIR: To Cut 1,000 More Jobs Than Initially Planned
DELTA AIR: 60% of Flight Attendants Trash AFA Representation
DELTA AIR: Joins Northwest in Filing Merger Pact Prospectus
DRI CORP: Earns $722,000 in 2008 First Quarter Ended March 31
EOS AIRLINES: Cohen Tauber Approved as Committee's Counsel

EOS AIRLINES: Files Schedules of Assets and Liabilities
ESMARK INC: Board Remains Neutral, Will Weigh OAO Severstal Offer
FIELDSTONE MORTGAGE: Judge Schneider Approves Disclosure Statement
FORTUNOFF: Four Creditors Demand $379,789 Repayment of Goods
FRANCESCHINI CONSTRUCTION: Voluntary Chapter 11 Case Summary

FORD MOTOR: Tracinda Waives Tender Offer Term on Share Price Drop
FORD MOTOR: Completes Sale of Jaguar & Land Rover to Tata Motors
FRONTIER AIRLINES: In Talks with Expedia on Selling Tickets Online
FRONTIER AIRLINES: Inks Credit Card Deal with First Data
GE-WMC MORTGAGE: S&P Lowers Ratings of Certs. from CC to D

GREEKTOWN CASINO: Continues $500 Million Expansion of Casino
GREEKTOWN CASINO: Finalizing $150MM Loan, to Complete Project
GREEKTOWN CASINO: Moody's Chips Ratings After Bankruptcy Filing
GREEKTOWN CASINO: Bankruptcy Filing Cues S&P's Default Rating
GREENWHICH CAPITAL: Moody's Junks Ratings on P and Q Trusts

GSC PARTNERS: Moody's Lifts Rating to Baa3 from Ba3 on $10MM Notes
GULFMARK OFFSHORE: Rigdon Deal Prompts Moody's to Affirm Ratings
HANOVER INSURANCE: S&P Upgrades Credit Rating to BBB- from BB+
HEXCEL CORP: Moody's Affirms 'Ba3' Corporate Family Rating
HIGHGATE ABS: Moody's to Review Ratings on Possible Further Cut

HOME INTERIORS: To Cut 83 Night Jobs & 24 Management Positions
HUBCO INC: Section 341(a) Meeting Set for Thursday
HUNTER'S POINT: Owners Partner with Synergy Golf Course
IMAC CDO: Moody's Cuts Notes Rating, to Undertake Review
INDUSTRIAL DEVELOPMENT: Fitch Cuts Rating on $35MM Bonds to 'B'

INTEREP NATIONAL: Judge Drain Approves Disclosure Statement
JAM ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
JAMES TRANSPORT: Case Summary & Largest Unsecured Creditors
JETBLUE AIRWAYS: Prices 5.5% Convertible Debentures Offering
JETBLUE AIRWAYS: Grants Options to Underwriters to Buy Debentures

JETBLUE AIRWAYS: Fitch Rates $175MM Conv. Debentures 'CCC-/RR6'
JEVIC TRANSPORTATION: Wants Access to CIT's $60,000,000 Facility
JEVIC TRANSPORTATION: Wants to Hire Epiq as Claims Agent
JONES WYCHE: Voluntary Chapter 11 Case Summary
JP MORGAN: Moody's Places Low-B Ratings on Six Certificate Classes

KEOKUK HEALTH: Moody's Affirms KAH's B3 Debt Rating
KLEROS PREFERRED: Moody's Junks Rating on $144MM Notes Due 2052
KLEROS PREFERRED: Moody's to Review Caa1 Rating on $900MM Notes
KLEROS PREFERRED: Moody's to Review Ca Rating on $300MM Notes
KNOLLWOOD CDO: Moody's Cuts Rating on Notes, to Undertake Review

LAKESIDE CDO: Moody's Cuts Notes Rating, to Undertake Review
LEARNING CARE: Moody's Rates Proposed $215MM Sr. Facilities 'Ba3'
LEINER HEALTH: To Sell Assets to NBTY Inc. for $230,000,000
LENOX CDO: Moody's to Review Caa2 Rating on $75MM Notes Due 2043
LEWER LIFE: A.M. Best Lifts IC Rating to bb+ with Stable Outlook

LILLIAN VERNON: New Owner Launches Catalogs, Transfers Operations
LINCOLN AVENUE ABS: Moody's to Review Ca Rating on $77M Notes
LONGSHORE CDO: Moody's Cuts Ratings on Four Classes of Notes
LONGSHORE CDO: Moody's to Review Rating on Notes for Likely Cut
LUBBOCK MEDICAL: Case Summary & 19 Largest Creditors

MADAKET FUNDING: Moody's to Review Ratings for Possible Downgrade
MANASQUAN CDO: Moody's Cuts Notes Rating, Undertakes Review
MANTOLOKING CDO: Moody's Cuts Notes Ratings, Undertakes Review
MARATHON STRUCTURED: Moody's to Review Ratings for Likely Cut
MARTIN ROMANO: Case Summary & 13 Largest Unsecured Creditors

MEDIACOM COMMS: Fitch Affirms 'B' ID Rating with Stable Outlook
MERIDIAN FURNITURE: Closes Shop After Owner Files for Chapter 7
MERRILL CORP: Moody's Cuts CF Rating to B2 on Annual Fin'l Results
MESA AIR: Aloha Air Trustee to Auction Legal Claim in Suit
MICHAELS STORES: May 3 Balance Sheet Upside-Down by $2.9 Billion

MID OCEAN: Moody's to Review Ratings for Possible Downgrade
MILLERTON ABS: Moody's to Review Ratings for Possible Further Cut
MILLSTONE III: Moody's Cuts Ratings, Undertakes Review
MIRANT CORP: Plan Bars AER-Alliance From Enforcing Rights
MKP CBO: Moody's Cuts Notes Rating, Undertakes Review

MKP CBO-V: Moody's Cuts Rating on Notes, to Undertake Review
MT. LAUREL: Case Summary & 11 Largest Unsecured Creditors
MUTEKI LTD: Moody's Assigns Ba2 Rating on $300MM Class A Notes
NEONODE INC: Names Per Bystedt as Interim CEO and President
NORTH SUNRISE: Case Summary & Eight Largest Unsecured Creditors

NORTHWEST AIRLINES: Joins Delta in Filing Merger Pact Prospectus
NPS PHARMACEUTICALS: Stockholders Approve 1998 Plan Amendments
NRG ENERGY: Fitch Publishes Valuation of NRG/Calpine Asset Values
OWENS-ILLINOIS: Fitch Lifts IDR to BB on Better Operating Results
PATRICIA GILROY: Elderly Care Biz Foreclosed After Case Dismissal

PREMIERE ACQUISITIONS: Case Summary & 40 Largest Unsec. Creditors
PREMIER PROPERTIES: DeBartolo, Dominion Eye Metropolis Mall Asset
PRICHARD HOUSING: Moody's Cuts Rating on $1.19M Bonds to Ba3
QUEBECOR WORLD: Settles Blue Heron's Prepetition Claim
QUEBECOR WORLD: Court Approves Lease Agreement with Headlands

QUEBECOR WORLD: Settles Dispute with Silvex Designs
QUEBECOR WORLD: Modified Severance Program Approved by Court
RESIDENTIAL ASSET: Fitch Junks Ratings on Paydown Performance
RESIDENTIAL REINSURANCE: S&P Puts Low-B Ratings on Three Notes
RIDGEWAY COURT: Moody's Lowers Ratings to Ba3 on Three Notes

ROCKBOUND CDO: Moody's Trims Ratings to C on Four Note Classes
RYAN PROPERTIES: Voluntary Chapter 11 Case Summary
SARAH'S TENT: Case Summary & 20 Largest Unsecured Creditors
SEARS HOLDINGS: Bad Operations Results Cue S&P's Negative Outlook
SHARPS CDO: Fitch Slashes Ratings on Two Notes to CCC from A

SLAVIC KOTSYUBCHUK: Case Summary & 20 Largest Unsecured Creditors
SOLAFIDE INC: Case Summary & 20 Largest Unsecured Creditors
SOURCE MEDIA: Moody's Puts All Ratings on Review for Possible Cuts
TENNECO INC: Completes $10MM Buyout of Delphi's Kettering Plant
TRANSMERIDIAN EXPLORATION: Gets Noncompliance Notice from AMEX

THORNBURG MORTGAGE: Says Filing of 10-Q Will be Further Delayed
TROPICANA ENTERTAINMENT: Has Until July 4 to File Schedules
TROPICANA ENT: Can Hire Richards Layton as Bankruptcy Co-Counsel
TROPICANA ENT: Noteholders and Panel Balk at $67MM DIP Financing
UNITED AMERICAN: Earns $1.06 Million in Year Ended Dec. 31, 2007

UAL CORPORATION: Glenn Tilton Not Fit as Chairman, Teamsters Says
VERMILLION INC: March 31 Balance Sheet Upside-Down by $16,555,000
VERTIS COMM: Inks Prepackaged Chapter 11 Plan of Reorganization
VISTAR CORP: Moody's Withdraws Ratings After Debt Repayment
WACHOVIA CRE: Fitch Affirms 'B-' Rating on $6.5MM Class O Notes

WHITE BIRCH: S&P Cuts Rating to CCC+ on Weak Liquidity Position
WHITE WATER: Not So Fast! Court Wants Buyer to Show Money
WII COMPONENTS: Moody's Holds Ratings But Changes Outlook to Neg.
WINNEBAGO INDUSTRIES: Idles Iowa Plant Amid RV Industry Slump
Z TRIM: Bid Price Non-Compliance Prompts AMEX to Delist Securities

* Fitch Takes Rating Actions on US Municipal and Corporate Bonds
* S&P Says Restaurant Sectors Are Among Most Prone to Econ. Stir

* Large Companies with Insolvent Balance Sheets

                             *********

ACA ABS: Fitch Chips Rating on $6.385MM Class A-1SW Notes to BB+
----------------------------------------------------------------
Fitch Ratings has downgraded one class of notes issued by ACA ABS
2003-2, Limited and wrapped by CIFG as:

  -- $6,385,725 class A-1SW to 'BB+' from 'A-' and placed on
     Rating Watch Negative.

The rating action follows Fitch's downgrade of CIFG's Insurer
Financial Strength rating to 'CCC' from 'A-'.  Fitch also placed
the IFS on Rating Watch Evolving.

The ratings of the class A-1SW notes were previously based upon
the rating of CIFG Assurance North America, the credit enhancement
provider.  The current ratings on the class A-1SW notes now
reflect the unenhanced credit quality of these notes giving no
benefit to the financial guaranty policy provided by CIFG.  As per
its press release, CIFG is actively seeking to remediate its SF
CDO exposures to improve the company's capital position, hence the
Rating Watch Evolving.  Therefore, Fitch's ratings on the class A-
1SW notes no longer reflect any benefit for the financial guaranty
policy provided by CIFG.  The class A-1SW notes has the same
priority of payments as the class A-1SD and A-1SU notes and
therefore is downgraded to the unenhanced long-term credit rating
assigned to these notes on Nov. 21, 2007 and Rating Watch status
assigned on Feb. 27, 2008.

ACA ABS 2003-2 is a collateralized debt obligation that closed
Nov. 6, 2003 and is managed by Solidus Capital, LLC.  The original
portfolio was selected by ACA Management, LLC, and is comprised
primarily of residential mortgage-backed securities, along with
asset-backed securities, CDOs, commercial mortgage-backed
securities, and real estate investment trust debt.

The rating of the class A-1SW notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction governing documents, as well as the aggregate
outstanding amount of principal by the legal final maturity date.


ACACIA OPTION: Moody's Cuts Ratings on Notes, to Undertake Review
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Acacia Option ARM 1 CDO, Ltd. and left on review
for possible further downgrade ratings of four of these classes of
notes.

The notes affected by the rating action are:

Class Description: US$380,000,000 Class A1S First Priority Senior
Secured Floating Rate Notes Due 2052

Prior Rating: Aa3, on review for possible downgrade

Current Rating: A1, on review for possible downgrade

Class Description: US$40,000,000 Class A1J Second Priority Senior
Secured Floating Rate Notes Due 2052

Prior Rating: A3, on review for possible downgrade

Current Rating: Baa1, on review for possible downgrade

Class Description: US$34,000,000 Class A2 Third Priority Senior
Secured Floating Rate Notes Due 2052

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

Class Description: US$16,000,000 Class A3 Fourth Priority Senior
Secured Floating Rate Deferrable Interest Notes Due 2052

Prior Rating: Ba2, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: US$16,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2052

Prior Rating: B2, on review for possible downgrade

Current Rating: Ca

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on May 15,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Senior Credit Test to equal or exceed 100%, as
required under Section 5.1(i) of the Indenture dated May 18, 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 today 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 A1S, Class A1J, Class A2, and Class
A3 Notes remain on review for possible further action.

Acacia Option ARM 1 CDO, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.


ACE SECURITIES: S&P Lowers Ratings on 21 Classes of Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of pass-through certificates from six U.S. subprime
residential mortgage-backed securities transactions issued by Ace
Securities Corp. Home Equity Loan Trust, Specialty Underwriting
and Residential Finance Trust, Park Place Securities Inc., and GE-
WMC Mortgage Securities Trust; all of the downgraded deals were
issued between 2003 and 2006.  Concurrently, S&P placed its
ratings on three classes from one deal on CreditWatch with
negative implications and affirmed 30 ratings from four
transactions.  
     
The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the April 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, ranged from 1.43%
(Specialty Underwriting and Residential Finance Trust's series
2003-BC4) to 5.60% (GE-WMC Mortgage Securities Trust 2006-1).  
Overcollateralization has been completely eroded for the six
downgraded deals.
     
The dollar amount of loans in the delinquency pipelines in these
transactions strongly suggests that monthly losses will continue
to exceed excess interest, thereby further compromising credit
support.  Severe delinquencies for the downgraded transactions, as
a percentage of the current pool balances, ranged from 5.33%
(Specialty Underwriting and Residential Finance Trust's series
2003-BC4) to 31.35% (Ace Securities Corp. Home Equity Loan Trust's
series 2004-HE4).  These deals are seasoned between 20 months (GE-
WMC Mortgage Securities Trust 2006-1 and Ace Securities Corp. Home
Equity Loan Trust's series 2006-FM1) and 52 months (Specialty
Underwriting and Residential Finance Trust's series 2003-BC4).
     
S&P placed its ratings on three classes from one transaction on
CreditWatch negative.  While each of the certificate classes with
ratings placed on CreditWatch negative may lack what S&P believe
to be a sufficient amount of credit enhancement in excess of
projected losses, S&P will not take further rating actions until
additional analysis is completed.  S&P expect to further compare
the projected default dates with the payment in full dates, and
the relationships between projected credit support and projected
losses throughout the remaining life of each certificate.
     
S&P affirmed 30 ratings on four series based on loss coverage
percentages that are sufficient to maintain the current ratings
despite the negative trends in the underlying collateral for many
of the deals.  
     
Subordination and excess spread provide credit support for the six
deals.  The collateral for these transactions primarily consists
of subprime, adjustable- and fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties.  


                          Ratings Lowered

            ACE Securities Corp. Home Equity Loan Trust

                                             Rating
                                             ------
        Transaction         Class      To             From
        -----------         -----      --             -----
        2004-HE4            M-6        BB             BB+
        2004-HE4            M-7        B              BB
        2004-HE4            M-8        CCC            BB-
        2004-HE4            M-9        CCC            B
        2004-HE4            M-10       CCC            B-
        2004-HE4            B          D              CCC
        2006-FM1            M10        D              CC

                  GE-WMC Mortgage Securities Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2006-1              B-3        D              CC
        2006-1              B-4        D              CC
        2006-1              B-5        D              CC

                        Park Place Securities

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-WHQ2           M-8        CCC            A-
        2005-WHQ2           M-9        CCC            BBB-
        2005-WHQ2           M-10       CCC            B+
        2005-WHQ2           M-11       CC             CCC
        2005-WHQ2           M-12       D              CCC
        2005-WCW2           M-7        BBB            A-
        2005-WCW2           M-8        B              BBB+
        2005-WCW2           M-9        CCC            BB+
        2005-WCW2           M-10       CCC            B
        2005-WCW2           M-11       D              CCC

        Specialty Underwriting and Residential Finance Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2003-BC4            B-3        D              CCC

               Ratings Placed on Creditwatch Negative

                        Park Place Securities

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-WHQ2           M-5        AA/Watch Neg   AA
        2005-WHQ2           M-6        AA/Watch Neg   AA
        2005-WHQ2           M-7        AA-/Watch Neg  AA-

                          Ratings Affirmed

            ACE Securities Corp. Home Equity Loan Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2004-HE4            M-1        AA+
               2004-HE4            M-2        AA+
               2004-HE4            M-3        AA
               2004-HE4            M-4        AA
               2004-HE4            M-5        A-
               2004-HE4            M-11       CCC

                       Park Place Securities

               Transaction         Class      Rating
               -----------         -----      ------
               2005-WHQ2           A-1A       AAA
               2005-WHQ2           A-1B       AAA
               2005-WHQ2           A-2C       AAA
               2005-WHQ2           A-2D       AAA
               2005-WHQ2           M-1        AAA
               2005-WHQ2           M-2        AA+
               2005-WHQ2           M-3        AA+
               2005-WHQ2           M-4        AA
               2005-WCW2           A-1C       AAA
               2005-WCW2           A-1D       AAA
               2005-WCW2           A-2C       AAA
               2005-WCW2           A-2D       AAA
               2005-WCW2           M-1        AA+
               2005-WCW2           M-2        AA+
               2005-WCW2           M-3        AA
               2005-WCW2           M-4        AA-
               2005-WCW2           M-5        A+
               2005-WCW2           M-6        A

        Specialty Underwriting and Residential Finance Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2003-BC4            A-3B       AAA
               2003-BC4            M-1        AA+
               2003-BC4            M-2        A
               2003-BC4            M-3        A-
               2003-BC4            B-1        BBB
               2003-BC4            B-2        B


ACCUITY LLC: Moody's Puts Ratings Under Review for Possible Cut
---------------------------------------------------------------
Moody's Investors Service placed all the credit ratings of Source
Media Inc. and Accuity LLC on review for possible downgrade.  This
rating action reflects Moody's expectations that 2008 revenue and
EBITDA are likely to be significantly lower than previous
expectations, primarily as a result of a decline in advertising
revenues in the companies' mortgage and technology markets.  
Additionally, there is concern regarding the companies' ability to
meet existing financial covenants under the senior secured credit
facility for the remainder of 2008 and all of 2009 in light of
management's revision of its forecasts combined with scheduled
adjustments in covenant thresholds.  An amendment, if approved,
would likely increase the pricing on the credit facilities and
further pressure cash flow.

The review for possible downgrade will primarily focus on the
companies' expected run rate operations, trends in their end
markets, and the ability to secure an amendment so as to have
sufficient financial flexibility and liquidity over the near to
intermediate term.  Notably, the review will explore Moody's
concerns surrounding the company's ability to maintain compliance
with the maximum total leverage ratio covenant which is scheduled
to decrease to 3.75x as of June 30, 2008 and 3.25x as of Dec. 31,
2008; the minimum interest coverage ratio permitted will increase
to 3.25x as of December 31, 2008.

Moody's placed these ratings of Source Media Inc. on review for
possible downgrade:

  -- $30 million senior secured revolver due 2009, B1 (LGD 3, 35%)
  -- $88.5 million senior secured term loan B due 2010, B1
     (LGD 3, 35%)

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B2

Moody's placed these ratings of Accuity LLC on review for possible
downgrade:

  -- $5 million senior secured revolver due 2009, B1 (LGD 3, 35%)
  -- $61.8 million senior secured term loan B due 2010, B1
     (LGD 3, 35%)

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B2

Source Media and Accuity are both headquartered in New York City
and are leading providers of information, data, and tools for
professionals in the financial services and related technologies
markets.  Investcorp owns 100% of both companies. Combined
revenues for the twelve month period ended March 31, 2008 were
$200 million.


AIRTRAN HOLDINGS: Affiliate Defers Delivery of 18 Aircraft to 2014
------------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings Inc., will defer
the delivery of 18 Boeing 737-700 aircraft originally scheduled
between 2009 through 2011 to 2013 through 2014.

"As we stated during our first quarter earnings call, as a result
of continuing record high fuel costs, we are reducing planned
growth for September 2008, through at least 2009 from 10% to no
more than flat," Bob Fornaro, AirTran Airways' president and chief
executive, said.  

This transaction will accomplish a substantial portion of that
plan," Mr. Fornaro added.  "We appreciate the support of Boeing in
this action as a part of their commitment to our long-term
success."

The airline operates 54 Boeing 737-700 series aircraft as well as
87 Boeing 717-200 aircraft, and has America's youngest all-Boeing
fleet.
    
The Boeing 737 is the a popular jet aircraft.  The AirTran
Airways' Boeing 737 seats 137 passengers and is equipped with
Recaro seats in the airline's signature two-by-two award-winning
Business Class of 12 seats and coach seats of 125 seats, with free
XM Satellite Radio.

Similar to the Boeing 717, the Boeing 737 aircraft features
EasyFit overhead bins with plenty of storage space for passengers'
carry-on bags.

                    About AirTran Holdings Inc.

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

                          *     *     *

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


ALLIED WASTE: Fitch Holds 'CCC+/RR6' Rating on Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Allied Waste
Industries, Inc. and its Allied Waste North America and Browning-
Ferris Industries subsidiaries, as:

Allied Waste Industries:
  -- Issuer Default Rating at 'B+';
  -- Senior unsubordinated at 'CCC+/RR6'

Allied Waste North America:
  -- Issuer Default Rating at 'B+'
  -- Secured credit facility rating at 'BB+/RR1';
  -- Senior unsecured rating at 'B/RR5';

Browning-Ferris Industries:
  -- Issuer Default Rating at 'B+'.

In addition, Fitch has upgraded the ratings of AWNA's and BFI's
senior secured notes and debentures to 'BB+/RR1' from 'BB/RR2'.  
The rating for AW's preferred stock, which had been 'CCC+/RR6',
has been withdrawn, as the company's preferred shares have been
automatically converted to common shares.  Fitch's ratings apply
to approximately $6.2 billion in debt and a $1.6 billion secured
revolving credit facility.  The Rating Outlook has been revised to
Positive from Stable.

The ratings for AW, along with its AWNA and BFI subsidiaries,
reflect ongoing improvement in the non-hazardous waste services
company's credit profile as it allocates free cash flow toward
leverage reduction.  Although industry volumes have declined
somewhat as the U.S. economy has weakened, the pricing environment
remains strong, and expectations are that margins should continue
to expand over the near to medium term.  AW's free cash flow could
be constrained somewhat in 2008, however, as the company plans to
make a total of $351 million in payments to the Internal Revenue
Service this year in order to slow the accrual of interest on an
outstanding tax payment that is currently in dispute.  AW paid
$196 million to the IRS in the first quarter, with the remaining
$155 million expected to be paid later in the year.

AW's volumes in 2008 are expected to decline between 1.5% and 3.0%
overall due largely to the slowing U.S. economy.  The company's
roll-off container business and construction and demolition
landfill volumes are expected to be particularly weak, along with
some slowing of commercial collection volumes, as well.  Pricing
is generally expected to remain firm, however, with the company
projecting a 4.5% increase in pricing in 2008.  Pricing strength
appears to be holding across the industry, as virtually all of
AW's major competitors have transitioned to a focus on return on
invested capital and margins, as opposed to volumes and market
share when making pricing decisions.  Recently, this has
manifested itself most noticeably in stronger landfill pricing,
which has, in turn, supported further increases in collection
pricing, as landfills generally serve as the anchor for waste
collection operations in a given location.

Over the past several years, AW has used its free cash flow to
strengthen its balance sheet.  Debt declined to $6.7 billion at
March 31 from a high of over $11 billion immediately following its
acquisition of BFI in 1999.  In the past year, debt has declined
by $331 million, resulting in an improvement in EBITDA leverage to
4.0x at March 31 from 4.5x at March 31, 2007.  The reduction in
debt and several refinancings have driven a decline in interest
expense, as well, with EBITDA interest coverage improving to 3.6x
from 2.6x over the same period.  Although leverage reduction could
slow somewhat in the near term as the company borrows from its
secured revolver to temporarily fund a portion of the
aforementioned IRS payments, over the longer term, AW is expected
to continue focusing on debt reduction until its capital structure
is closer to that of its investment-grade competitors.  AW's
liquidity remains strong, with $45 million in cash and
equivalents, augmented by $1.0 billion in secured revolver
availability at March 31.

The upgrade in the ratings of AW's senior secured notes and
debentures reflects a decline in the level of secured debt
outstanding over the past year.  Although collateral coverage is
stronger for the company's secured credit facility than for the
secured notes and debentures, the combination of a reduction in
outstanding term loan debt, which declined to $807 million at
March 31 from $1.1 billion at March 31, 2007, as well as a decline
in other secured debt to $4.3 billon from $4.6 billion over the
same period, has improved the recovery prospects for holders of
the company's secured notes and debentures.  As a result, the
rating for the secured notes and debentures has been upgraded to
'BB+/RR1' from 'BB/RR2'.  Recovery prospects for holders of the
company's senior unsecured notes and senior subordinated
convertible debentures remain in-line with the existing ratings.

The Positive outlook recommendation reflects Fitch's expectation
of ongoing improvement in AW's credit profile over the longer
term.  Industry fundamentals are expected to remain favorable,
promoting ongoing margin improvement and free cash flow growth.  
AW's demonstrated focus on balance sheet repair is expected to
result in further leverage reduction, despite the need for some
near term revolver borrowing related to the planned IRS payments.  
Although the IRS payments made this year will lessen some of the
concern regarding the disputes' potential impact on the company's
future cash needs, unfavorable verdicts in either of the two
outstanding IRS cases could still result in significant future
cash payments, as well.  However, a final resolution to either
case in unlikely in the near term.


ALOHA AIRLINES: Trustee to Auction Legal Claim in Mesa Air Suit
---------------------------------------------------------------
The Trustee in the bankruptcy of Aloha Airlines, Inc. is filing a
motion to bring about an auction of the legal claim in its lawsuit
againt Mesa Air Group, Associated Press reports.

Attorney James Wagner says an auction likely would be held in the
coming week, the report says.

As reported by the Troubled Company Reporter on Oct. 19, 2006,
Aloha Airlines, and Aloha Airgroup, Inc., said in a suit filed in
a state Circuit Court that Mesa Air Group, Inc. received
confidential information as a potential investor in the Company
and used it improperly to enter Hawaii's inter-island market with
intent to drive the Company out of business.

The Company alleged that Mesa used its proprietary information to
unethically compete in the Hawaii market by offering air fares
that failed to cover Mesa's costs.  Mesa's chief executive
officer, Jonathan Ornstein, had stated more than once that Mesa's
Go! airline can "fly empty" for five years with the profits from
Mesa's Mainland operations, indicating that Mesa is not covering
its costs and is ultimately motivated to offer unrealistic fares
with intent to drive out competition from the Hawaii market.

The Company also pointed out that according to other legal
documents, Mesa's chief financial officer, George Murnane III,
sent an e-mail message, stating that Mesa's entry would make "no
sense" if Aloha remained in the inter-island market: "We
definitely don't want to wait for them to die; rather we should be
the ones to give them the last push."

The Company had sought damages and injunctive relief to stop Mesa
from competing unfairly, and threatening the jobs of the Company's
3,500 employees in Hawaii.

                     About Aloha Airlines

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

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

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

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

                        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.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.


ALON USA: Moody's Assigns B1 Rating to New Senior Loan Facility
---------------------------------------------------------------
Moody's has assigned a B1 and LGD 2 (25%) rating to the new senior
secured term loan facility being established by a newly formed
subsidiary of Alon USA Energy, Inc.  The subsidiary will be called
Alon Refining Krotz Springs, Inc. and will be the obligor of the
new facility.  Simultaneously, Moody's affirmed ALJ's B2 corporate
family, B2 probability of default rating for Alon USA Energy,
Inc., and B1, LGD 2 ratings on the existing Term Loan B facility
(though the point estimate is going to 23% from 29%).  The outlook
is changed to positive from developing.

The outlook change to positive from developing is partly due to
the acquisition of the Krotz Springs refinery, which adds to ALJ's
overall scale and diversification, making these metrics more in
line with a higher rating.  The addition of Krotz Springs will
increase ALJ's total crude throughput capacity by nearly 50% and
provides exposure to new markets, including northeast markets via
the Colonial Pipeline.  If the Krotz Springs refinery performs as
expected, Moody's estimates it could account for between
approximately 30% and 40% of consolidated EBITDA going forward.  
This would help reduce ALJ's reliance on its Big Spring refinery,
which generated approximately 70% of consolidated EBITDA in 2007.

The positive outlook also reflects the partial restart of ALJ's
Big Spring refinery, the main cash flow generating asset for ALJ.  
The earlier developing outlook had reflected the shut-down of Big
Spring in February 2008 since Big Spring had been generating the
majority of ALJ's earnings and cashflows.  While Moody's notes
that Big Spring is running at about half capacity and only
generating roughly break-even cash flows, the partial restart was
achieved in a shorter than expected timeframe following the
February explosion and is on target for full restart later this
summer.

The borrower of the new facilities, Alon Refining Krotz Springs,
Inc., will be the direct owner of the Krotz Springs refinery.  ARK
will be a wholly owned subsidiary of a new holding company called
Alon Refining Louisiana, Inc, which will be a wholly owned
indirect subsidiary of ALJ.  The new credit facility will consist
of a $295 million 6-year term loan B facility which includes a
$50 million Letter of Credit facility that will be used to support
hedges for ARK.  Proceeds from the new term loan along with
$125 million of initial draws under a new $425 million ABL
facility for ARK, an $80 million investment in the form of
preferred stock from Alon Israel Oil Company, Ltd., the
controlling shareholder of ALJ, and $25 million of cash from ALJ,
will fund the acquisition the Krotz Springs refinery from Valero
Corp.

Under Moody's Loss Given Default methodology, the new credit
facility are rated one notch above the family B2 CFR.  Although
the new credit facility is non-recourse to ALJ and is not
guaranteed by any other subsidiary of ALJ, the underlying
probability of default is viewed to be the same for both ARK and
ALJ given that the same industry fundamentals.  In addition, the
new facility will have a first lien on the Krotz Springs refinery
itself with a second lien on the working capital of that entity.  
A new $425 million asset backed revolving credit facility (not
rated) will have a first lien on working capital and a second lien
on the refinery.

An upgrade of ALJ's CFR would require that the Krotz Springs
refinery runs according to management's projections and ALJ is
actually achieving steady debt reduction.  While the $125 million
of borrowings under the new ABL facility are expected to be repaid
within the first quarter of ownership, an upgrade would need to
see the term loan debt start to reduce at least according to the
amortization schedule.  

Moody's views quick debt reduction to be very important while ARK
will benefit from an off-take agreement with Valero and has hedges
in place to help protect its gross margin over the next two and a
quarter years.  Under the off-take agreement, Valero will purchase
all of the company's lower value, high sulfur diesel and light
cycle oil from the Krotz Springs refinery for the next five years.  
After this period, ARK would have to find a buyer for these
products, which require additional processing to convert into low
sulfur products that can be sold in all markets unless ARK invests
to add units at the refinery that can do further processing.

An upgrade would also require Big Spring to be up and running to
design specifications within the time and cost estimates
management expects without having any significant setbacks and
that refining margins have not deteriorated below mid-cycle
levels.

Conversely, the outlook would likely revert to stable in the event
that the full restart of Big Spring is significantly delayed or
costs are higher than expected, or if the Krotz Springs refinery
is not meeting projected performance and the associated debt
reduction is materially behind schedule, leaving ALJ's
consolidated leverage high for the ratings, particularly if
refining margins show the same weakness that occurred earlier this
year.

The B2 CFR is restrained by the track record of carrying higher
than average leverage as measured on a debt/complexity barrel
basis.  After the debt funded acquisitions of Paramount and
Edgington in 2006 and $100 million distributions to shareholders,
ALJ was already highly leveraged at more than $600/bbl and
increased its leverage with debt/complexity barrels of $642/bbl,
which is higher than the average for the B2 rated refining peer
group.  A subsequent acquisition of retail sites increased overall
debt and leverage, in spite of record refining margins that
continued into the first half of 2007.

The B2 CFR also reflects the inherent volatility of the refining
business and the fluctuations in earnings and cash flows that
could impact the company's ability to reduce its debt.  While ALJ
will put hedges in place to protect about 50% of expected gross
margins, Moody's notes that these hedges are not perfect hedges,
and still leave about 75% of total production unhedged and
therefore exposed to margin volatility.  However, Moody's also
notes that the new facility includes a 100% excess cash flow sweep
over the first 2.25 year hedge term which should facilitate faster
debt reduction while the hedges are in place.

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an
independent refiner and marketer of petroleum products and owner
and operator of convenience stores in the Southwestern and South
Central U.S.  The company owns and operates a complex sour crude
oil refinery in Big Spring, Texas with a nelson complexity rating
of 10.2 and crude oil throughput capacity of 70,000 barrels per
day, lower complexity crude oil refinery in Paramount, California
with a nelson complexity rating of 6.1 and crude oil throughput
capacity of 90,000 barrels per day and an asphalt topping refinery
in Willbridge, Oregon with a nelson complexity rating of 1.3 and
crude oil throughput capacity of 12,000 barrels per day.  Alon
also operates more than 300 convenience stores in West Texas and
New Mexico primarily under the 7-Eleven and FINA brand names.  In
addition, Alon supplies 800 additional FINA branded locations.  
After completing an IPO in 2005, the company remains majority
owned (about 76%) by Alon Israel Oil Company, Ltd., an Israel
based company.


AMERICAN COLOR: Inks Deal on Ch. 11 Prepack Plan of Reorganization
------------------------------------------------------------------
American Color Graphics, Vertis Communications and noteholders
have entered into restructuring agreements pursuant to which the
companies and consenting noteholders have agreed to consummate the
restructuring through prepackaged Chapter 11 plans of
reorganization for each company in order to more efficiently
exchange the notes.

American Color and Vertis entered into agreements with an
aggregate of approximately 72% of the outstanding principal amount
of the 9.75% Senior Secured Second Lien Notes due 2009; 83% of the
outstanding principal amount of the 10.875% Senior Notes due 2009;
and 75% of the outstanding principal amount of the 13.5% Senior
Subordinated Notes due 2009 of Vertis; and the holders of an
aggregate of approximately 70% of the outstanding principal amount
of the 10% Secured Second Lien Notes due 2010 of American Color;
to exchange their bonds for an aggregate of $550 million in new
notes and substantially all of the new equity in the combined
company.

The transaction is also supported by Vertis' principal
stockholders and the holders of over 95% of the outstanding
principal amount of Vertis Holdings Mezzanine Notes.  

The agreement on the terms of the consensual financial
restructurings would reduce the combined company's debt
obligations by approximately $725 million, excluding Vertis
Holdings Mezzanine Notes, before transaction fees and expenses.

In addition, the more than $240 million in Vertis Holdings
Mezzanine Notes will no longer be an obligation of the company
after the transaction closes.

"Gaining support from the overwhelming majority of both Vertis and
ACG noteholders demonstrates their confidence in the successful
outcome of our merger and restructuring plans," Mike DuBose,
chairman and CEO of Vertis, said.  "These agreements will expedite
the process and we anticipate beginning collaborations with our
new ACG colleagues in late summer to deliver truly comprehensive
and effective marketing solutions that drive results."

"In addition, these agreements and the support obtained have been
received positively by our customers and suppliers and we are
starting to see a return to more normalized relationships and
terms with our valued vendor partners," Mr. DuBose stated.

In addition to agreeing to support the prepackaged plans, in the
restructuring agreements, the noteholders agreed to forbear from
exercising remedies relating to the nonpayment of interest on any
of the Vertis Notes.  

As a result, the company has decided it will not make its interest
payments on June 1, 2008 or June 15, 2008.  This will increase
liquidity during the prepackaged reorganization.  Importantly, the
restructuring agreements and terms of the prepackaged plans call
for all trade creditors, suppliers, customers and employees to
receive all amounts owed to them in the ordinary course of
business.

The companies expect to launch a formal solicitation of votes for
their prepackaged Chapter 11 plans of reorganization from holders
of both Vertis Notes and ACG Notes within approximately 20 days
from May 22, 2008, the date the restructuring agreements were
signed.

Votes will be due approximately 30 days after the companies launch
the solicitation.  The agreements with the noteholders require
them to vote in favor of the plan and ensure that the companies
will achieve the two-thirds in amount threshold required for the
bankruptcy court to confirm the plan.

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

                        About Vertis Inc.

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

                       About American Color

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

                          *     *     *

As reported in the Troubled Company Reporter on May 29, 2008,
Moody's Investors Service has affirmed the Ca corporate family
rating for American Color Graphics Inc., while changing the
probability of default rating to Ca from Ca/LD and lowering the
rating on the company's second lien notes to C from Ca, after
the company's statement of its planned merger with Vertis Inc.
coupled with a comprehensive restructuring plan.


ARIEL WAY: Accountant Reports Errors in Cash Flow Statements
------------------------------------------------------------
The management of Ariel Way, Inc. determined that the company's
quarterly report on Form 10-QSB for the quarter ended March 31,
2008, may not be relied upon due to errors as advised by its
independent registered public accountant, Bagell, Josephs, Levine
& Company, LLC.  The company proposes to file an amendment to its
quarterly report on Form 10-QSB to correct such errors.

According to a filing with the U.S. Securities and Exchange
Commission, the independent registered public accountant disclosed
that there were certain errors in the condensed consolidated
statements of cash flows included in the Form 10-QSB for the
quarter ended March 31, 2008, including errors in these cash flow
items: changes in assets and liabilities - total adjustments; cash
flows from investing activities - cash received in acquisition of
company; cash flows from financing activities - proceeds from
long-term debt, and that the financial statements for the period
ended March 31, 2008.

                         About Ariel Way

Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) --
http://www.arielway.com/-- is a technology and services company   
for highly secure global communications, multimedia and digital
signage solutions and technologies.  The company is focused on
developing innovative and secure technologies, acquiring and
growing profitable advanced technology companies and global
communications service providers and creating strategic alliances
with companies in complementary product lines and service
industries.

Ariel Way Inc.'s consolidated balance sheet at March 31, 2008,
showed $4,624,957 in total assets and $5,866,512 in total
liabilities, resulting in a $1,241,555 total stockholders'
deficit.

                        Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,
expressed substantial doubt about Ariel Way Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm said that the company did not generate
sufficient cash flows from revenues during the year ended
Sept. 30, 2007, to fund its operations.  Also at Sept. 30, 2007,
the company had negative net working capital of $2,554,341.


ARRIVA PHARMA: Rival's Appeal Against Confirmation Order Trashed
----------------------------------------------------------------
Judge Susan Illston of the U.S. District Court for the Northern
District of California trashed AlphaMed Pharmaceuticals Corp.'s
appeal against the order issued by the U.S. Bankruptcy Court for
the Northern District of California confirming the chapter 11
reorganization plan of Arriva Pharmaceuticals Inc., Bankruptcy Law
360 reports.

As reported in the Troubled Company Reporter on Dec. 21, 2007, the
plan proposes to pay unsecured creditors in full or "something
close" with a pool of $776,000 available to satisfy their claims.   
The Debtor secured $6 million in new financing to continue drug
development.

AlphaMed is in dispute with rival Arriva over a patent of an anti-
emphysema drug, Bankruptcy Law adds.

              Arriva Granted Fusion Protein Patent

Arriva said that it had been granted a patent in the U.S. related
to a fusion protein with potential applications for treating
respiratory diseases.  The patent (United States Patent 7,247,704)
covers compositions of matter and uses of Aeriva(TM), a fusion
protein that combines Secretory Leukocyte Protease Inhibitor and
recombinant alpha 1-antitrypsin.  A similar patent was granted by
the European Patent Office and will soon issue in several European
countries, including the United Kingdom, France and Germany.

"This is a strong patent in the field of fusion proteins, where
there is a proven track record of commercial success," said Sue
Preston, chief executive officer of Arriva.  "This patent gives
Arriva a significant advantage as we move forward with the
development of therapies to address the needs of patients with
respiratory disease."

Aeriva(TM) is part of Arriva's pipeline of compounds focused on
respiratory disease.  The company is conducting human clinical
trials with nebulized rAAT product to treat hereditary emphysema.  
The company has completed a Phase 1a safety study and a Phase
1b/2a proof-of-concept study.  In addition, Arriva is developing
inhaled ilomastat, a potent, broad-spectrum inhibitor of matrix
metalloproteases that has shown to be active in a number of animal
model systems of inflammation.

Emphysema is a chronic respiratory disease where there is over-
inflation of the air sacs (alveoli) in the lungs, causing a
decrease in lung function, and often, breathlessness.

                   About Arriva Pharmaceuticals

Headquartered in Alameda, California, Arriva Pharmaceuticals Inc.
-- http://www.arrivapharm.com/-- is a privately held   
biopharmaceutical company focused on the development and
commercialization of anti-inflammatory therapies for the treatment
of respiratory diseases.  The Debtor is also known as AlphaOne
Pharmaceuticals Inc.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 29,
2007 (Bankr. N.D. Calif. Case No. 07-42767).  Ori Katz, Esq., at
Sheppard, Mullin, Richter and Hampton LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets and debts between $1 million to $100 million.  
The Court has confirmed the Debtor's reorganization plan.


ARVINMERITOR INC: Moody's Affirms 'B1 Corporate Family Rating
-------------------------------------------------------------
Moody's affirmed the ratings of ArvinMeritor, Inc., Corporate
Family Rating, B1; Probability of Default Rating, B1; senior
secured bank credit facilities, Ba1; senior unsecured notes, B2;
and Speculative Grade Liquidity Rating, SGL-2.  The outlook is
stable.

On May 28, 2008 ArvinMeritor provided additional detail on its
plan to spin off its Light Vehicle Systems business to
ArvinMeritor shareholders with the Commercial Vehicle Systems
business remaining with ArvinMeritor.  The Company originally
announced on May 6th that its board of directors had approved this
plan.  The name of the spun off LVS business will be Arvin
Innovation, Inc.  The announcement on May 28, 2008 outlined
liabilities which will be transferred to Arvin Innovation,
including certain pension and retiree medical liabilities, net
asbestos liabilities, environmental, and other employee
liabilities.

Arvin Innovation is expected to have approximately $100 million of
cash on hand at the closing of the transaction, and $200-250
million in borrowing arrangements with approximately $125 million
drawn under these facilities.  According to the Form-10, Arvin
Innovation is expected to be in a position to make a cash payment
to ArvinMeritor, as part of the transaction.  Pro forma for March
31, 2008 this amount would have been approximately $100 million.  
This amount is expected to be used for debt repayment by
ArvinMeritor.  All of ArvinMeritor's existing senior unsecured
debt is expected to remain with ArvinMeritor after the
transaction, along with its existing senior secured bank credit
facility.

The B1 affirmation of ArvinMeritor's Corporate Family Rating
reflects that while a certain amount of the company's diversity
profile will be lost, a significant portion of revenues will
continue to come from outside of North America and the company
will continue to have good diversity in its end customer and
product markets.  ArvinMeritor's improving operating performance
in the recent quarters, resulting from the benefits of the
company's restructuring actions and a somewhat stable commercial
vehicle market, is expected to support the current B1 corporate
family rating.

Subsequent to the spin off, ArvinMeritor should demonstrate
improved operating performance as a result of restructuring and
cost reduction initiatives in its CVS operations.  These
initiatives, combined with the company's already competitive
market position in the commercial vehicle supplier sector, should
enable it to better navigate industry cyclicality, regulatory
requirements, and increasing raw material costs.

At March 31, 2008, ArvinMeritor's LTM EBIT/Interest coverage was
1.4x and debt/EBITDA was 7.1x, both including Moody's standard
adjustments.  The company's recent quarterly performance has
demonstrated the benefits of restructuring actions taken.  
ArvinMeritor has affirmed its previous fiscal 2008 guidance.
However, Moody's expects that the opportunity for North American
commercial vehicle production levels in 2008 to significantly
outpace prior year levels is becoming increasingly uncertain given
current general economic indicators and high fuel costs.  Although
this slowdown in end market demand could moderate the pace of
improvement in the company's credit metrics during 2008, these
measures should nevertheless become increasingly supportive of the
B1 rating.  Moreover, Moody's anticipates some level of industry
pick up in 2009 due to the combination of pre-buy activity and
fleet replacement.

These ratings are affirmed:

ArvinMeritor, Inc.

  -- Corporate Family Rating at B1
  -- Probability of Default at B1
  -- Senior Secured bank debt at Ba1 (LGD1, 7%)
  -- Senior Unsecured notes at B2 (LGD4 61%)
  -- Shelf unsecured notes at (P)B2 (LGD4 61%)
  -- Speculative Grade Liquidity rating, SGL-2

Arvin International PLC

  -- Unsecured notes guaranteed by ArvinMeritor, Inc. at B2
     (LGD4 61%)

The last rating action was in October 2007 at which time Moody's
lowered ArvinMeritor's ratings.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers as well as certain
aftermarkets.  Revenues in fiscal 2007 were approximately
$6.4 billion.


ASTRATA GROUP: Removes Anti-Dilution, Other Terms in Warrants
-------------------------------------------------------------
Astrata Group Inc. entered into a Warrant Exchange Agreement, a
Warrant Amendment Agreement, and a Preferred Stock Exchange
Agreement, dated as of May 29, 2008, with each of the holders of
certain warrants, and holders of certain series of preferred
shares issued by the company relating to the company's Series A
and Series B Preferred shares.  

The agreement has been approved by the company's Board of
Directors and a majority of its shareholders.

The Amended and Restated Rights Agreements eliminate the anti-
dilution and cashless exercise provisions of the Series A and
Series B warrants.  In addition, the Amended and Restated Rights
Agreements:

   * decrease the exercise price of the Series A and Series B
     warrants to $0.25/share, subsequently increasing the exchange
     ratio for each of the warrants respectively.  Notwithstanding
     this, the decrease in exercise price is only available until
     June 17, 2008, is subject to the Holder exercising more than
     25% of their current warrant holdings and subject to a lock-   
     up for a one year period from the closing of this transaction
     and then a leak out over the next 12 month period whereby the
     Holder can not sell more than 1/12 of its total holdings
     during any one month period.  The holders that elect to
     exercise more than 25% of their current warrant holdings may
     also participate in the Exchange Option in the Amended and
     Restated Rights Agreements.

   * modify the previous warrant securities so that the holders
     will exchange their warrants for Series C Preferred Shares,
     and the holders of Series A and Series B Preferred shares
     will exchange such shares for Series A-2 Preferred shares.

   * create a 20-day option for the Holders to execute their
     warrants under the new terms of the Amended and Restated
     Rights Agreements.

   * within the first 90 days upon execution of the Amended and
     Restated Rights agreements, the Company is obligated to use
     $150,000 for investor relations purposes.

A full-text copy of the Preferred Stock Exchange Agreement is
available for free at http://ResearchArchives.com/t/s?2d20

A full-text copy of the Warrant Exchange Agreement is available
for free at http://ResearchArchives.com/t/s?2d21

A full-text copy of the Warrant Amendment Agreement is available
for free at http://ResearchArchives.com/t/s?2d22

A full-text copy of the Lock-Up Agreement is available for free at
http://ResearchArchives.com/t/s?2d23

                       About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. (OTC BB:
ATTG.OB) -- http://www.astratagroup.com/-- is engaged in the
telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.

Astrata Group Inc.'s consolidated balance sheet at Nov. 30, 2007,
showed $4.7 million in total assets, $14.8 million in total
liabilities, and $40,114 in minority interest, resulting in a
$10.1 million total stockholders' deficit.

                        Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, Calif., expressed substantial doubt about Astrata Group
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Feb. 28, 2007.
The auditing firm noted that the company had negative working
capital at Feb. 28, 2007, and incurred net loss and negative
operating cash flow for the year ended Feb. 28, 2007.


ATA AIRLINES: U.S. Trustee Removes McGinley from Creditors Panel  
----------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10,
notifies the U.S. Bankruptcy Court for the Southern District of
Indiana, that James McGinley had been removed from the Official
Committee of Unsecured Creditors in the Chapter 11 case of ATA
Airlines Inc., at Mr. McGinley's request.  Mr. McGinley served as
representative of Wilmington Trust Company to the Creditors
Committee.

As reported in the Troubled Company Reporter on April 21, 2008,
Nancy J. Gargula appointed five members to the Creditors
Committee.  In view of the removal of Mr. McGinley as Wilmington
Trust Company's representative in the Creditors Committee, the
remaining four members of said Committee are:

   (1) Goodrich Corporation
       Attn: Beth E. Hansen
       4 Coliseum Center
       2730 W. Tyvola Rd.
       Charlotte, North Carolina 28217-4578
       Tel: (704) 423-8679
       Fax: (704) 423-7017

   (2) Servisair USA Inc.
       Attn: Dino G. Noto
       151 N. Point Drive
       Houston, Texas 77060
       Tel: (281) 260-3913
       Fax: (281) 999-3740

   (3) Air Line Pilots Association
       Attn: Michael A. Gray
       5333 S. Laramie Avenue, Suite 119
       Chicago, Illinois 60638
       Tel: (773) 284-4910
       Fax: (773) 284-1866

   (4) Association of Flight Attendants-CWA, AFL-CIO
       Attn: Rhonda Hogard
       620 Liberty Court
       Bourbonnais, Illinois 60914
       Tel: (815) 936-1238
       Fax: (815) 936-1238

                      About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Panel Seeks Exemption from Sec. 1102(b)(3)(A)
-----------------------------------------------------------
Section 1102(b)(3)(A) of the Bankruptcy Code provides that a
committee of creditors appointed under Section 1102(a) should
provide access to information to creditors holding claims of the
kind represented by that committee.

The Official Committee of Unsecured Creditors in the Chapter 11
case of ATA Airlines Inc. asks the U.S. Bankruptcy Court for the
Southern District of Indiana not to require the panel to provide
access to ATA Airlines Inc.'s confidential and privileged
information to any creditor it represents.

Proposed counsel for the Committee, Jeffrey Hokanson, Esq., at
Hostetler & Kowalik, P.C., in Indianapolis, Indiana, says the
proposed exemption from the requirement of Section 1102(b)(3)(A)
is mutually beneficial to the Creditors Committee and ATA
Airlines.

Mr. Hokanson points out that ATA Airlines would be discouraged
from giving confidential and nonpublic proprietary information to
the Creditors Committee if there is a risk that those information
would be shared to any creditor.  He adds that the Creditors  
Committee then would not be able to fulfill its statutory
obligations if it is denied access to those information.

According to Mr. Hokanson, requiring the Creditors Committee to  
share with any creditor information subject to the attorney-
client or other state, federal and jurisdictional law privilege,
would also create serious problems.

"If [ATA Airlines] and the Creditors Committee believe there is a
risk that privileged information would be turned over to the
creditors, with the possible loss of the relevant privilege at
that time, the entire purpose of such privilege would be
eviscerated," Mr. Hokanson argues, adding that the airlines and
the Creditors Committee would likely fail to obtain the
independent and unfettered advice and consultation that those
privileges are designed to foster.

Mr. Hokanson, however, clarifies that the proposed exemption does
not mean the Creditors Committee would not be providing the
creditors with public information concerning ATA Airlines.  He
adds that the airlines would also provide additional material
information in a disclosure statement when it is time to solicit
votes for its Chapter 11 plan from the creditors.

                      About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Asks Court to Employ Hostetler as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in ATA Airlines
Inc.'s Chapter 11 bankruptcy case seeks the the authority of the
U.S. Bankruptcy Court for the Southern District of Indiana to
retain Hostetler & Kowalik, P.C., as its local counsel.

The Creditors Committee selected Hostetler because of the firm's
extensive experience.  The firm was also recommended to the
Creditors Committee by Otterbourg, Steindler, Houston & Rosen
P.C., the panel's proposed lead counsel.

As local counsel for the Creditors Committee, Hostetler will:

   (1) provide legal advice to the Creditors Committee
       concerning the panel's duties and powers in connection
       with the continued operation of the business and
       management of ATA Airlines, Inc.'s property;

   (2) examine the conduct of ATA Airlines' affairs;

   (3) examine ATA Airlines' officers, employees and other
       witnesses to determine if the airlines has made  
       preferential transfers of its property;

   (4) assist the Creditors Committee in negotiating with ATA
       Airlines concerning the terms of its proposed Chapter 11
       plan; and

   (5) provide other legal services for the Creditors Committee
       and Otterbourg when necessary.

In exchange for its services, Hostetler will be paid on an hourly
basis and will be reimbursed for any expenses it may incur in the
rendition of its services.  The firm's professionals and their
hourly rates are:

   Partner/Senior Counsel   $300 - $350
   Associate                $185 - $275   
   Paralegal                 $95 - $125

Jeffrey Hokanson, Esq., a member of Hostetler & Kowalik, P.C.,
assures the Court that his firm does not hold or represent any
interest adverse to the Creditors Committee, ATA Airlines and its
estate.  He adds that the firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code.

                      About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).

AUSTIN JAMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Austin James Properties, LLC
         169 Daniel Webster Highway
         Nashua, NH 03060

Bankruptcy Case No.: 08-11301

Chapter 11 Petition Date: May 13, 2008

Court:  District of New Hampshire (Manchester)

Debtor's Counsel: Steven M. Notinger, Esq.
                  Donchess & Notinger PC
                  547 Amherst Street, Ste. 100
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  E-mail: nontrustee@donchessnotinger.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/nhb08-11301.pdf

AVENUE WEST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Avenue West Express, Inc.
         1033 A Hwy. 64 West
         Beebe, AR 72012

Bankruptcy Case No.: 08-13011

Chapter 11 Petition Date: May 19, 2008

Court:  Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  FREDERICK S. WETZEL, P.A.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  E-mail: frederickwetzel@earthlink.net

Total Assets: $920,727

Total Debts:  $1,840,463

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

             http://bankrupt.com/misc/areb08-13011.pdf


BARBARA BEHM: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor:  Barbara Behm
         801 E Edgeware
         Los Angeles, CA 90026

Bankruptcy Case No.:  08-16594

Chapter 11 Petition Date: May 13, 2008

Court:  Central District of California (Los Angeles)

Debtor's Counsel: Matthew E. Faler, Esq.
                  17330 Brookhurst St Ste 240
                  Fountain Valley, CA 92708
                  Tel: (714) 965-7800
                  Fax: (714) 965-7823

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

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

A list of the Debtor's petition and seven largest unsecured
creditors is available at no charge at:

             http://bankrupt.com/misc/cacb08-16594.pdf


BEAR STEARNS: Turns Over Trading Documents to Aid SEC Inquiry
-------------------------------------------------------------
Bear Stearns Companies Inc. intends to cooperate with the probe
instigated by the U.S. Securities and Exchange Commission since
March 2008 regarding its merger with JPMorgan Chase & Co., Kate
Kelly of The Wall Street Journal reports citing people familiar
with the matter.  WSJ relates that Bear Stearns provided SEC with
trading records with financial firms weeks before its fallout.  
Trading documents will help SEC in making sure there wasn't
improper or unusual trading activity that contributed to Bear
Stearns' collapse.

As reported in the Troubled Company Reporter on March 17, 2008,
Bear Stearns agreed to be bought by JPMorgan Chase for $2 per
share, representing a 97.5% discount to Bear Stearns book value of
$80.0 that the firm has reported.  The Boards of Directors of both
companies have unanimously approved the transaction.  The
transaction will be a stock-for-stock exchange.  On March 25,
JPMorgan increased the bid from $2 per share to $10 per share.

WSJ discloses that more than any other firms, Goldman Sachs Group
Inc., Citadel Investment Group and Paulson & Co., had high trading
activity with Bear Stearns as trading partner, selling credit-
default swaps in a frenzy.  However, WSJ suggests that these
actions don't indicate any improper activity.  Although, Goldman
unloaded swaps with Bear Stearns, it simultaneously raised trading
exposure to Bear Stearns on certain transactions as they cut their
risk on others, WSJ recounts.  

Manipulation, WSJ relates, will be difficult to establish since
the trades industry is complicated and investors were already
anxious over Bear Stearns' liquidity.

SEC, Bear Stearns, Goldman, Citadel and Paulson didn't comment on
the matter.

Bear Stearns stockholders approved the investment bank's merger
with JPMorgan Chase at a Special Meeting of Stockholders held
May 29, 2008.  Approximately 84% of shares voted were in favor of
the merger, representing a substantial majority of Bear Stearns'
outstanding common stock.  The value of the transaction is about
$1.4 billion, a large difference from the $25 billion market
capitalization value in early 2007 before its demise.

                       About Bear Stearns

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

                          *     *     *

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

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


BEAR STEARNS: Fitch Lifts Ratings After Merger with JPMorgan
------------------------------------------------------------
JPMorgan Chase & Co. completed it acquisition of The Bear Stearns
Companies, Inc. on May 30, 2008.  As a result, Fitch Ratings has
upgraded the ratings of BSC and removed them from Rating Watch
Positive, where they were originally placed on March 17.  As the
direct and sole owner of BSC, JPM has assumed the capital
structure of BSC.  It is the opinion of Fitch that JPM will accord
BSC the same managerial and financial resources that are available
to its other wholly-owned subsidiaries.  As such, the ratings of
BSC have been aligned with those of JPM and its subsidiaries.

Following the announcement of the proposed merger, Fitch upgraded
the Issuer Default Ratings for BSC and its subsidiaries, and
placed BSC's IDRs and debt ratings on Rating Watch Positive.  
These upgrades acknowledged JPMC's guarantee of all trading
obligations and counterparty transactions of BSC and its
subsidiaries, and JPM's assumption of operational oversight, both
effective immediately.

Under the Guaranty Agreement, the Guaranty Period ends 120 days
after the merger has been consummated.  Upon termination, the
Guaranty ends for new liabilities, but remains in effect for
obligations guaranteed during the Guaranty Period.  The Guaranty
did not cover BSC's bond debt and capital securities.  However,
these instruments are now components of JPM's capital structure.  
It has not been determined, which of these securities, if any,
will be replaced with obligations under JPM's name.

Fitch has upgraded these ratings and removed them from Rating
Watch Positive:

The Bear Stearns Companies Inc:
  -- Long-term IDR to 'AA-' from 'A-';
  -- Short-term IDR to 'F1+' from 'F2';
  -- Short-term debt to 'F1+' from 'F3';
  -- Senior debt to 'AA-' from 'BBB';
  -- Subordinated debt to 'A+' from 'BBB-' ;
  -- Preferred stock to 'A+' from 'BB+';
  -- Individual to 'B' from 'F'.

Bear Stearns Securities Corp.:
  -- Long-term IDR to 'AA-' from 'A-';
  -- Short-term IDR to 'F1+' from 'F2'.

Custodial Trust Company:
  -- Long-term IDR to 'AA-' from 'A';
  -- Long-term deposits to 'AA' from 'BBB+';
  -- Short-term IDR to 'F1+' from 'F2';
  -- Short-term deposits to 'F1+' from 'F2';
  -- Senior debt to 'AA-' from 'BBB';
  -- Individual to 'B' from 'C';
  -- Support to '1' from '2'.

Bear Stearns Capital Trust III:
  -- Trust preferred stock to 'A+' from 'BB+'.

Fitch has also withdrawn this rating:

The Bear Stearns Companies Inc:
  -- Support '1'.

The Rating Outlook is Stable for all ratings.


BEAR STEARNS: Moody's Rating Review Sustains Despite JPMorgan Deal
------------------------------------------------------------------
Moody's Investors Service said on May 30 that it is continuing its
review for possible upgrade on the debt and issuer ratings of The
Bear Stearns Companies Inc. and subsidiaries.  BSC's senior debt
is rated Baa1.  Its subordinated debt and preferred stock are
rated Baa2 and Ba1, respectively.  Moody's said that the review
continues despite the fact that BSC will be acquired by JPMorgan
Chase & Co. on that day.  Moody's hasn't taken a rating action as
at June 2.

Moody's initially believed Bear Stearns Companies Inc. would be
merged into JPMorgan Chase & Co.  However, this is not occurring
at the outset.  Decisions regarding the legal structure continue
to evolve.  During the review Moody's will seek greater clarity on
the interim and ultimate legal structure and evaluate the
implications for the support of BSC creditors.

Moody's noted that JPM's operating guarantee on BSC's subsidiaries
will remain in place for 120 days after it purchases BSC.

JPMorgan Chase & Co. is headquartered in New York, NY.  Its
reported assets at March 31, 2008 were $1.6 trillion.


BFC SILVERTON: Moody's Junks Rating on Up to $450MM Notes Due 2046
------------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class of
notes issued by BFC Silverton CDO, Ltd. as:

Class Description: Up to US$450,000,000 Class A-1 Senior Variable
Funding Floating Rate Notes Due 2046

Prior Rating: B3, on review with future direction uncertain

Current Rating: C

BFC Silverton CDO, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities. The
Trustee provided Moody's notice that an Event of Default had
occurred under the Indenture. That Event of Default continues.

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, a majority of the Controlling Class
directed the Trustee to proceed with the sale and liquidation of
the Collateral in accordance with the Indenture. The Trustee
subsequently notified Moody's that it sold all of the Collateral,
made a final distribution and applied the proceeds of the
liquidation in accordance with applicable provisions of the
Indenture on March 28, 2008. In that distribution, according to
the Trustee, the only noteholders to receive a distribution of
liquidation proceeds were holders of Class A-1 Notes. Available
funds were not sufficient to pay the Class A-1 Notes in full.

The rating actions taken today reflect the changes in severity of
loss associated with certain tranches and reflect the final
liquidation distribution.


BIOLARGO INC: Posts $2,417,000 Net Loss in 2008 First Quarter
-------------------------------------------------------------
BioLargo Inc. reported a net loss of $2,417,000 for the first
quarter ended March 31, 2008, compared with a net loss of
$1,691,000 in the same period in 2007.

The company generated no revenues from operations during the
quarters ended March 31, 2008, and 2007.

The company generated its first revenues in the third quarter of
2007.  Until the commercialization of its products, the company
says that its revenues will be uneven during the product testing
period and as such, the company recorded no revenues in this
quarter.

The increase in net loss is primarily due to an increase in
selling, general and administrative expenses offset by a decrease
in interest expense.  

Selling, general and administrative expenses were $1,912,000 for
the quarter ended March 31, 2008, as compared to $619,000 for the
quarter ended March 31, 2007, an increase of $1,293,000.  

Interest expense totaled $191,000 for the quarter ended March 31,
2008, compared to $1,053,000 for the quarter ended March 31, 2007,
a decrease of $862,000.  This decrease is primarily attributable
to the additional interest expense required to be recorded in
connection with the March 2007 conversions of certain promissory
notes to common stock.

At March 31, 2008, the company's consolidated balance sheet showed
$11,317,000 in total assets, $3,052,000 in total liabilities, and  
$8,265,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $598,000 in total current assets
available to pay $2,716,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d1b

                       Going Concern Doubt

Jeffrey S. Gilbert, in Los Angeles, expressed substantial doubt
about Biolargo 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 limited liquid resources, recurring losses, negative
cash flow from operations.

The company had a net loss of $2,417,000 for the quarter ended
March 31, 2008, and an accumulated deficit of $37,430,000 as of
March 31, 2008.  The company disclosed that ultimately, its  
ability to continue as a going concern is dependent upon its
ability to attract new sources of capital, attain a reasonable
threshold of operating efficiencies and achieve profitable
operations by commercializing products incorporating its BioLargo
technology.

                       About BioLargo Inc.

Headquartered in Irvine, Calif., BioLargo Inc. (OTC BB: BLGO)
-- http://www.biolargo.com/-- is currently engaged in pre-
licensing and product evaluation with strategic partners to
leverage a suite of patented and patent-pending intellectual
property, the BioLargo technology.  

The BioLargo technology harnesses and delivers nature's best
disinfectant - iodine - in a safe, efficient, environmentally
sensitive and cost-effective manner.  The BioLargo technology
works by combining minerals with water from any source and
delivering molecular iodine on demand, in controlled dosages, in
order to balance efficacy of disinfectant performance with
concerns about toxicity.  When the BioLargo technology is
incorporated in absorbent products, they also experience increased
holding power and may experience increased absorption.


BLUE WATER: June 18 Court Date to Confirm Second Amended Plan
-------------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan will hold a hearing on June 18, 2008, to
consider confirmation of the Second Amended Plan of Liquidation
filed by Blue Water Automotive Systems, Inc., and its debtor
affiliates.

Judge McIvor approved the Second Amended Disclosure Statement
explaining the Plan, giving way for the Debtors to start
soliciting acceptances of their Plan.  Ballots are expected to be
submitted by June 10.

The Debtors filed blacklined copies of the Second Amended Plan of
Liquidation and the Disclosure Statement reflecting immaterial
modifications.  The blacklined copies of the Plan and Disclosure
Statement are available for free at:

   * http://bankrupt.com/misc/bluewater_amendedPlan.pdf
   * http://bankrupt.com/misc/bluewater_2ndamendedDiscStat.pdf

The Debtors' Plan contemplates a sale of substantially all of the
Debtors' assets and equity interests, except for a piece of real
property located at Yankee Road, in St. Clair, Michigan, on or
before June 30, 2008.

The Debtors entered into non-resourcing agreements with their
major customers -- General Motors Corporation, Ford Motor
Corporation, and Chrysler LLC, and certain of their affiliates.  
The Participating Customers, however, condition their entry into
the  non-resourcing agreements on the Debtors' satisfaction of
these milestones:

   April 15, 2008 -- Debtors must obtain a letter of intent for
                     a sale

   May 28, 2008   -- Debtors must obtain a definitive purchase
                     sale agreement and file a motion to approve
                     sale

   June 20, 2008  -- Debtors must obtain an order approving the
                     sale

   June 30, 2008  -- Sale closing

                  About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  (Blue
Water Automotive Bankruptcy News, Issue No. 18, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


BLUE WATER: CIT Capital Wants Evidentiary Hearing on Plan
---------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan will convene a hearing on June 3, 2008, to
consider a request by CIT Capital USA, Inc., lender of more than
$40,000,000 of secured prepetition loans, for a prompt evidentiary
hearing to determine whether the pending plan process should be
permitted to continue as to Blue Water Properties, LLC.

Judge McIvor, however, clarifies that the June 3 Hearing is not an
evidentiary hearing.

Shalom L. Kohn, Esq., at Sidley Austin LLP, in Chicago, Illinois,
notes that the Plan proposed on behalf of BW Properties is
"tainted by an irreparable conflict of interest," which "caused
the interests of BW Properties and its creditors to be sacrificed
for the benefit of Blue Water Automotive Systems, Inc., and
particularly its major customers."  As a result, everything now
being done on behalf of BW Properties is irretrievably
contaminated and should not be the basis for any judicial action,
he tells the Court.

Mr. Kohn adds that the Debtors' Chapter 11 cases does not have
the leisure of deferral of the conflict problem.  "Despite CIT's
objection, the Debtors have engineered a forced march to confirm
a plan, all in an attempt to deprive CIT of its rights under
Section 363(k) of the Bankruptcy Code, rather than follow the far
normal process of a Section 363 sale as potential bidders
doubtless would have preferred," he says.

Mr. Kohn asserts that there is an irreparable conflict of
interest as to the filing of the Plan for BW Properties.  He
points out that:

   (a) There are five separate Debtors in the Chapter 11 cases,
       including BW Properties.  The bankruptcy cases have not
       been substantively consolidated.

   (b) The requirements of the Bankruptcy Code, accordingly, must
       be separately satisfied as to each Debtor.

   (c) Accordingly, the people making the decisions on behalf of
       each estate have a fiduciary duty only to that estate, and
       are required to make decisions for the benefit of the
       creditors of that single estate, and not the benefit of
       any other debtor or its creditors or customers.

   (d) The same people who are making the decisions on behalf of
       BWASI have been making the decisions on behalf of BW
       Properties.  Mr. Kohn notes that Michael Lord is chief
       executive officer of both Debtors.

   (e) If one examines the proposed Plan, it is obvious that the
       Plan was crafted solely for the benefit of BWASI, and not
       for the benefit of the creditors of BW Properties.

Pursuant to a lease agreement dated May 17, 2006, between BW
Properties, as landlord and BWASI, as tenant, of properties
located in Tuscola, Sanilac, and St. Clair Counties, in Michigan.  
Under the Lease, BWASI pays to BW Properties $223,173 monthly in
arrears as base rent plus additional rent.  Pursuant to the Plan,
BWASI is seeking to sell its inventory, receivables and equipment
and BW Properties is planning to sell the real estate.  

Mr. Kohn asserts that if there have truly been arm's-length
negotiation between BW Properties and BWASI, BW Properties would
have insisted that BWASI assume the Lease, and have the Lease
treated as one of the Assumed Contracts under the sale contract.  
However, he says, the Debtors, after recognizing the conflict of
interest that might arise from amendment or rejection of the
Lease, filed a plan that proposes to have BW Properties abandon
all of its rights under the Lease and agree to sell its real
estate under the Plan without any assurances as to what might be
paid for the property.

CIT asks the Court to conduct an evidentiary hearing into the
facts and circumstances, which resulted in the filing of the Plan
on behalf of BW Properties.  CIT intends to find answers to these
questions:

   1. Who acted on behalf of BW Properties in deciding to join in
      the Plan?

   2. Did any of the people who made the decision on behalf of BW
      Properties also have duties or interests with respect to
      BWASI, which would have made their decisions for BW
      Properties less than truly independent?

   3. Did the decision makers for BW Properties have the benefit
      of advice of independent counsel and who was the counsel?

   4. What negotiations were conducted between BW Properties and
      BWASI with respect to insisting that BWASI assume the Lease
      as written or as to allocation of the purchase price and
      who conducted the negotiations?

   5. What input did BW Properties have into the formulation and
      conduct of the sale process, including the decisions to
      pursue a sale through a plan rather than a Section 363
      sale?

   6. Who are the other purported creditors of BW Properties, and
      is there another conflict of interest in failing to
      recognize them as properly creditors of BWASI, based on the
      undertakings under the Lease?

   7. Why did BW Properties not ally itself with CIT with which
      it shared the common interest of seeking to maximize the
      return on BW Properties' assets, rather than allying
      itself with BWASI, whose interests are in minimizing the
      price paid for BW Properties' assets?

                       Debtors Respond

The Debtors believe that there is no justification for an
expedited hearing prior to the Confirmation Hearing.  

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, points out that the Court has already established the
date for the Confirmation Hearing, which is the only proper time
to revisit identical objections directed at the Plan.  She adds
that CIT cannot and has not demonstrated any conflict that could
arise from the sale of the BW Properties' sole real estate assets
to the same purchaser who is buying the assets of BWASI.

Accordingly, the Debtors maintain that if CIT's objections are to
be heard a second time, it must be in connection with the
confirmation of the plan, as opposed to the vacuum in which CIT
now seeks to have them heard.  The only proper time for the
objections is at the Confirmation Hearing, the Debtors conclude.

                        CIT Talks Back

CIT reiterates that, contrary to the Debtors' statements, its
request to expedite is not an attempt at reconsideration since
the objection related to BW Properties at the Disclosure
Statement hearing were not the subject of a ruling on the merits
so the rules restricting reconsideration do not apply.

The Debtors have presented no argument as to why they will be
prejudiced by an early resolution of the issues raised by CIT,
Mr. Kohn insists.  He avers that the Debtors' resistance to have
CIT's objections decided immediately is but another example of a
strategy "to paint the Court and the parties into a corner, so
that the Court would be forced to approve an improper Plan A
because the Debtors have not allowed enough time to implement a
proper Plan B."

                  About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan, on or before June 30,
2008.  The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy News,
Issue No. 18, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BOMBAY CO: Files Disclosure Statement and Joint Chapter 11 Plan
---------------------------------------------------------------
The Bombay Company Inc. and its debtor-affiliates, together with
the Official Committee of Unsecured Creditors, as co-proponent,
delivered to the United States Bankruptcy Court for the Northern
District of Texas a Joint Chapter 11 Plan of Reorganization and a
Disclosure Statement explaining that plan on May 29, 2008.

The Court will convene a hearing on July 2, 2008, at 10:30 a.m.,
to consider the adequacy of the Debtors' Disclosure Statement.

The Debtors asked permission from the Court on Sept. 20, 2007, to
borrow, on a final basis, up to $115 million in postpetition
financing to fund their postpetition operations and liquidation
from GE Corporate Lending and GE Canada Finance Holding Company.  
On Oct. 18, 2007, the Court approved the Debtors' DIP request.

The Bombay Furniture Company of Canada Inc. - La Compagnie de
Mobilier Bombay Du Canada Inc., sough protection from its
creditors from the Ontario Superior Court of Justice on Sept. 20,
2007.

On Sept. 20, 2007, the Debtors asked the Court to approve a
proposed bidding procedures for the sale of substantially all
assets, free and clear of all liens and interests, subject to
better and higher offers.  The Debtors accepted a bid by a joint
venture comprised of Gordon Brothers Retail Partners LLC and
Hilco Merchant Resources of 109.5% of actual cost value of the
U.S. inventory.  The Debtor also shared with Gordon Brothers in
proceeds of the inventory liquidation after it recovered its
investment plus an agreed return.

On Oct. 11, 2007, the Debtors began negotiation with a  Canadian
bidder -- Benix & Co. and affiliates of Hilco Consumer Capital --
for the sale of their Canadian operations.  The bidder offered to
pay 110% of the cost value of the Canadian inventory and proposed
to assume all of the obligations of the Debtors' Canadian assets.  
The sale of the Debtors' Canadian assets was approved by the
Canadian Bankruptcy Court on Oct. 23, 2007.

The Court approved on Oct. 26, 2007, a supplemental bidding
procedures for the sale of lease designation rights and the
Debtors' corporate headquarters.  On Nov. 8, 2007, the Court
authorized the Debtors to sell their headquarters to Goff Capital
Inc. for $16,350,000.  The Debtors realized at least $1.8 million
in the disposition of lease designation rights.

The Court approved on Jan. 23, 2008, the sale of the Debtors'
intellectual property to Bombay Brands LLC for $2,000,000.  The
Debtors retained a 25% ownership in Bombay Brands.

                      Overview of the Plan

Under the Plan, the liquidation trustee will issue a share of
common stock for The Bombay Company Inc. and become the sole
shareholders, officer and director of The Bombay Company Inc.
replacing its existing shareholders and company officers.  All
other shares of any class of stock of each of the Debtors will be
canceled on the Plan's effective date.

A liquidation trust will be created for the benefit of all
creditors of the estates holding allowed claims.

According to the Plan, the Debtors are expected to transfer any of
their assets including (i) cash and accounts, (ii) litigation
causes of action, (iii) ownership interest in Bombay Brands LLC,
(iv) all other property interests, rights, claims, defenses and
causes of action with respect to any and all non-debtor
intercompany claims or the Debtors.

                 Treatment of Claims and Interests

     Class            Type of Claims             Treatment
     -----            --------------             ---------
     unclassified     administrative claims   
  
     unclassified     priority tax claims

     1                priority-non-tax claims    unimpaired

     2                secured claims             unimpaired

     3                general unsecured claims   impaired

     4                subordinated claims        impaired

     5                intercompany claims        impaired

     6                interests                  impaired

Classes 1, 2, 4, 5 and 6 are not entitled to vote on the
proponents Chapter 11 Plan.

Each holder in Class 1 will be paid 100% of the unpaid amount of
allowed claim in cash after the distribution date.  Holders may
receive other less favorable treatment as may be agreed upon by
the claimant and the liquidation trustee.

At the liquidation trustee's option, holders of Class 2 Secured
Claims are entitled to get, either:

   a) 100% of the net proceeds from the sale of relevant
      collateral, up to the unpaid allowed amount of the claims;

   b) the return of the relevant collateral; or

   c) an alternative treatment as leaves unaltered the legal,
      equitable and contractual rights of the holder of the
      allowed claim.

Holders of Class 3 General Unsecured Creditors are expected to
receive between 18.5% and 31.5% of the allowed amount of their
claims, plus their pro rata share of any value realized from the
interest in Bombay Brands and litigation causes of action, if any.

Holders of classes 4, 5 and 6 will not receive any distribution
from the Debtors.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2d1d

A full-text copy of the Joint Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2d1e

                       About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall d,cor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  The U.S. Trustee for Region 6 apppionted
seven creditors to serve on an Official Committee of Unsecured
Creditor.  Attorneys at Cooley, Godward, Kronish LLP act as
counsel for the Official Committee of Unsecured Creditors.  As
of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BRIDGEWATER POINTE: Court Sets Claim-Filing Deadline June 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia set
June 30, 2008 as the last date for entities possessing claims
against Bridgewater Pointe Partners LLC to file their proofs of
claim.

In addition, government units are given until Nov. 17, 2008 to
file their proofs of claim against the Debtor.

Based in Moneta, Virginia, Bridgewater Pointe Partners LLC --
http://bridgewaterpointe.com/-- is a real estate developer.    
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682
to 08-70684).  No trustee or examiner has been appointed in these
Chapter 11 cases.  Bridgewater Pointe's financial condition at
bankruptcy filing showed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


BRIDGEWATER POINTE: Gets Court OK to Hire Kevin Mele as Accountant
------------------------------------------------------------------
Bridgewater Pointe Partners LLC obtained permission from the U.S.
Bankruptcy Court for the Western District of Virginia to employ
Kevin A. Mele P.C. as its accountant

The firm is expected to compile and prepare all accounting reports
as required by a U.S. Trustee from the date of filing through the
reorganization, liquidation and final disposition.

Documents submitted to the Court did not disclose the firm's
hourly rates.  The Debtor however agreed to provide Mele P.C. with
a $5,000, and to reimburse the firm for fees and expenses.

Kevin A. Mele, a shareholder at the firm, assured the Court that
the firm does not represent any interest adverse to the Debtor's
estate.

Based in Moneta, Virginia, Bridgewater Pointe Partners LLC --
http://bridgewaterpointe.com/-- is a real estate developer.    
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682
to 08-70684).  No trustee or examiner has been appointed in these
Chapter 11 cases.  Bridgewater Pointe's financial condition at
bankruptcy filing showed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


BUNCH COMPANY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Bunch Company
        7879 E. Beck Lane
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-06248

Type of Business: The Debtor is a single asset real estate
                  company.

Chapter 11 Petition Date: May 29, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: LYNDON B. STEIMEL
                  LAW OFFICE OF LYNDON B STEIMEL
                  14614 N KIERLAND BLVD #N-135
                  SCOTTSDALE, AZ 85254
                  Tel (480) 367-1188
                  Fax (480) 367-1174
                  Email lyndon@steimellaw.com

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

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

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


BUSHNELL LOAN: Fitch's Withdraws Ratings After Restructuring
------------------------------------------------------------
Fitch Ratings withdraws its ratings on Bushnell Loan Fund
effective immediately as:

  -- $38,300,000 class A rated 'C';
  -- $25,000,000 class B rated 'C/DR6'.

The withdrawals are due to the completion of a restructuring and
wind-up of the existing total rate of return collateralized loan
obligation transaction into a new cash flow CLO.


CALPINE CORP: Fitch Publishes NRG/Calpine Asset Value Estimates
---------------------------------------------------------------
In light of NRG Energy Inc.'s unsolicited offer to purchase
Calpine Corp., Fitch Ratings has published an estimation of the
asset values of both NRG (rated 'B' with an Evolving Rating
Outlook by Fitch) and Calpine.

Fitch placed NRG on Rating Watch Evolving on May 22 due to the
unresolved uncertainty of the impact on NRG's credit profile.  CPN
is not currently rated by Fitch.

Fitch's analysis considers three potential scenarios:

  -- A high case using a stochastic model, which recognizes each
     asset's embedded option value;

  -- A low case using a deterministic or traditional dispatch
     model; and

  -- The midpoint between the high and low cases.

Note that the valuations derived from Fitch's recovery analysis
typically vary relative to market values.  Realized valuations
will likely differ from those presented here.

Such analysis is a standard component of Fitch's rating
methodology for all high-yield issuers.  The ultimate ratings for
a combined NRG/CPN issuer will be determined based on the details
of the transaction, including expected cash flows, capital
structure and covenants.  

To calculate these values, Fitch used an independent long-term
forecast of regional power and fuel prices.  Generating assets are
valued on a dollar/kilowatt basis determined by the present value
of future cash flows using a 10% discount rate.  Fitch considers
the dispatch model for each asset, projected market clearing
prices in the relevant region and estimates of price volatility.  
Potential capacity revenues are not included.


CANAL POINT: Fitch Withdraws Ratings After Transaction Amendments
-----------------------------------------------------------------
Fitch Ratings withdraws its ratings on Canal Point I Ltd. and
Canal Point II, Ltd. effective immediately as:

Canal Point I, Ltd.
  -- $33,205,000 class A income notes rated 'CC'.

Canal Point II, Ltd.
  -- $43,600,000 income notes rated 'CC'.

The withdrawals are due to amendments to the transactions which
included unanimous noteholder consent to withdraw the ratings.


CEDAR FUNDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cedar Funding, Inc.
        465 Tyler Street
        Monterey, CA 93940

Bankruptcy Case No.: 08-52709

Type of Business: The Debtor is a mortgage lender.  See
                  http://www.cedarfundinginc.com/

Chapter 11 Petition Date: May 26, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Charles E. Logan, Esq.
                  Email: court@loganatlaw.com
                  95 S. Market St., Ste. 660
                  San Jose, CA 95113
                  Tel: (408) 995-0256

Estimated Assets:           Less than $50,000

Estimated Debts: $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Lawrence A. Weingarten         $4,733,000
P.O. Box 928
Monterey, CA 93942

Steven M. Weingarten           $3,573,000
31851 N. Mitchell Creek
Ft. Bragg, CA 95437

Bruce D. Weingarten            $3,461,000
4135 Crest Rd.
Pebble Beach, CA 93953-3008

Esin Voskay                    $2,300,000
34 Miramonte Rd.
Carmel Valley, CA 93924

Ben Compagno                   $1,585,000
27853 Crowne Point Drive
Salinas, CA 93908

Anthony Foux                   $1,315,000
1701 Mandeville Cyn Rd.
Los Angeles, CA 90049

Mark D. Bartindale             $1,267,500
and/or
33 Asoleado
Carmel Valley, CA 93924

Charles R. Smith, Jr.          $1,200,000
and/or
200 Glenwood Circle, Ste. E 7
Monterey, CA 93940

Antonio Flores and/or          $1,180,000
2 Dorey Way
Monterey, CA 93940

David Salehinia,               $1,073,000
7240 Lotus Way
Aptos, CA 95003

Jan T. Swanberg                $1,059,000
627 Hight St.
Santa Cruz, CA 95060

Sandra J. Still                $1,010,000
1513 Vallejo Street
Seaside, CA 93955

David P. Rauen and/or          $950,000
228 Oxford Way
Santa Cruz, CA 95060-6449

Dennis H. Kuchta Accounting#   $929,255
KU1BM
P.O. Box 26903
San Francisco, CA 94126

Catherine C. Lau               $885,000
24639 Cabrillo St.
Carmel, CA 93923

Thomas M. Green                $807,523
P.O. Box 223754
Carmel, CA 93922

Mal Bon Bauerschmidt           $800,000
1131 10th Street
Monterey, CA 93940

Harry McMurray                 $795,000
1245 Aguajito Rd.
Monterey, CA 93940

Garden of Memories             $794,000
Mem. Park
768 Abbott St.
Salinas, CA 93901

Daniel R. Bierman, Sr.         $791,500
201 Ohua Ave.
Honolulu, HI 96815


CELESTICA INC: Moody's Holds Ratings and Revises Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Celestica Inc.'s corporate
family (B1), senior subordinated notes (B3), and speculative-grade
liquidity (SGL-2) ratings and revised the outlook to stable from
negative.

The outlook change to stable reflects Celestica's improved
operating and financial performance over recent quarters with
tangible improvements in profitability, cost reductions via its
ongoing restructuring program, and continued free cash flow
generation against the backdrop of challenging market conditions
in the EMS space.  Despite nearly $150 million in customer
disengagements, Celestica maintained flat to slightly negative
topline revenue and has been able to demonstrate operating margin
expansion through greater operating efficiency, by focusing on
more profitable programs, while consciously walking away from
unprofitable customer relationships.

In addition, cost rationalization and improved execution at the
company's historically poor performing Mexican and European
business units have started to show signs of stabilization and are
expected to be breakeven to slightly accretive by year end 2008.  
The stable outlook also reflects Moody's expectations that
Celestica will continue to demonstrate a stable credit profile as
a result of better financial discipline, operating leverage
enhancement resulting from a higher variable cost structure,
improved customer service and meaningful program wins as evidenced
by revenue growth, and continued generation of modest free cash
flow.

The B1 CFR reflects: (i) the continued excess capacity in the EMS
sector; (ii) Celestica's sub-par asset utilization and ongoing
business restructurings, which have totaled roughly $435 million
since January 2005 (with an additional $50--$75 million remaining
in fiscal 2008); (iii) expectations of continued pressure in the
telecom and IT networking spaces as OEM consolidation combined
with heightened competition from Asian outsourcers have negatively
impacted volumes; (iv) the potential for prolonged restructurings,
which inevitably would serve as a major distraction for management
in an industry where management focus and execution are key
competitive differentiations; (v) very thin operating margins
(2.5% for LTM ended March 2008), albeit improved from historical
levels, leaving little cushion for operational setbacks.

The rating is also supported by the company's status as a Tier 1
EMS provider, solid liquidity position with approximately $1.1
billion of cash balances as of March 2008, improving financial
leverage as measured by debt to EBITDA (Moody's adjusted) of 3.6x
as of March 2008 compared to 3.8x at FYE 2006, and better working
capital management leading to a reduction in the cash conversion
cycle (47.5 days as of March 2008 compared to 50.6 for FYE 2006)
as well as enhanced cash flow generation helping to mitigate lower
revenue growth.

These ratings were affirmed:

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B1
  -- $500 million 7.875% Senior Subordinated Notes due 2011 at B3
     (LGD-5, 85%)

  -- $250 million 7.625% Senior Subordinated Notes due 2013 at B3
     (LGD-5, 85%)

  -- Speculative Grade Liquidity Rating at SGL-2

Headquartered in Toronto, Canada, Celestica Inc. is a global
provider of electronic manufacturing services to original
equipment manufacturers in the information technology and
communications industry.  For the last twelve months ended
March 31, 2008, the company generated revenues and EBITDA (Moody's
adjusted to exclude restructuring charges) of $8.1 billion and
$362 million, respectively.


CIFG GUARANTY: Capital Could Fall Below Min.; Fitch Junks Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded these Insurer Financial Strength
ratings of CIFG Guaranty and its affiliates to 'CCC' from 'A-':

CIFG Guaranty
CIFG Assurance North America, Inc.
CIFG Europe
  -- IFS to 'CCC' from 'A-'.

Fitch has also placed the ratings on Rating Watch Evolving.

The downgrade is based, in part, on recent conversations with
CIFG's management, in which the company has indicated it could be
at greater risk of falling below regulatory minimum capital
requirements, if the company's loss provisions increase in future
periods which could trigger an insolvency proceeding by
regulators.  If this were to occur, CIFG's entire $57 billion
credit default swap portfolio, which is the primary form of
execution for the company's entire collateralized debt obligation
exposure (including investment grade corporate, high-yield
corporate, and structured finance CDOs) would be subject to
termination at current valuations.

Based on current market valuations, Fitch does not believe CIFG
would have sufficient claims-paying resources to meet these
obligations, triggering a likely default of its insurance
subsidiaries.  CIFG is actively working to remediate these risks
and if successful, the company's capital position and
policyholders' prospects could be significantly improved.

Fitch's IFS rating downgrade to 'CCC' reflects the weakness of
CIFG's current financial position and indicate two possible
conditions, consistent with Fitch's definition of a 'CCC' IFS
rating. While obligations are still being met on a timely basis,
there is a real possibility that ceased or interrupted payments
could occur in the future as a result of the possible termination
of CIFG's CDS exposures at current valuations.  Fitch believes
capacity for continued timely payments is reliant upon the
successful remediation through commutation of the company's
structured finance CDO exposures.

The downgrade was also heavily influenced by Fitch's on-going
review of CIFG's exposure to subprime mortgage collateral, with
specific emphasis on residential mortgage-backed securities from
the 2005 vintage year.  CIFG maintains a very large concentration
of SF CDOs that are comprised of 2005 vintage RMBS.  Unlike other
financial guarantors, CIFG's exposure to SF CDOs with underlying
RMBS collateral was primarily comprised of mezzanine SF CDOs,
which have material exposure to 2005 vintage subprime RMBS
collateral, which was originally rated in the 'BBB' category and
is now well below-investment grade.  Furthermore, Fitch has
incorporated the increased possibility that the company could
breach regulatory minimum capital standards as a result of
increasing reserves against its SF CDO exposures.

CIFG's claims paying resources, which include the $1.5 billion
capital infusion in late-2007 from its shareholders Caisse
Nationale des Caisses d'Epargne et Prevoyance and Banque Federale
des Banques Populaires, are currently modeled as being consistent
with Fitch's standard for a below investment grade level of
capital.

Fitch expects the status of the ratings to be addressed over the
very near-term pending resolution of its capital enhancement plan.  
If a regulator initiates insolvency proceedings and CIFG's CDS
contracts terminate at current valuations, the company's IFS
ratings would be considered in default.  If CIFG successfully
remediates the SF CDO exposures without impairing its capital
base, Fitch believes there could be significant upward rating
migration of the current IFS rating.  Such action will need to
consider the on-going business plan that ownership and management
will formulate before resolution of a rating action can be
determined.

Fitch currently believes that expected losses on CIFG's insured SF
CDOs will ultimately fall within a range of $2.6 to $3.6 billion.  
These totals reflect Fitch's current estimates of the range of
future losses that CIFG would be expected to incur over the life
of these transactions, stated on a present value basis.  The range
of outcomes reflects the unknown magnitude of U.S. residential
mortgage losses on SF CDOs insured by CIFG.  From a present value
perspective, Fitch discounts the expected future loss rates by 5%
over a two-year period for CDO-squareds, five years for mezzanine
SF CDOs and seven years for high-grade SF CDOs.

CIFG Guaranty, CIFG Assurance North America, Inc. and CIFG Europe
are subsidiaries of CIFG Holding.  CIFG Holding is directly owned
by Banque Federale des Banques Populaires and Caisse Nationale des
Caisses d'Epargne et Prevoyance, two large French banking groups.


CIT RV TRUST: S&P Junks Ratings on Two Note Classes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B notes from CIT RV Trust 1998-A and 1999-A and on the class
D notes from SSB RV Trust 2001-1.  Concurrently, S&P affirmed the
ratings assigned to the class A-5 notes from the series 1999-A
transaction and the class A-5, B, and C notes from the series
2001-1 transaction.
     
The downgrades reflect the declining credit enhancement and
deteriorating performance of the underlying collateral, which
consists of recreational vehicle loans that CIT acquired or
originated.
     
As of the April 2008 distribution date, the series 1998-A trust
had a pool factor of 5.05%; a cumulative net loss rate of 7.75%; a
six-month average recovery rate of 18.47%; and a 90-plus-day
delinquency rate of 3.47% of the current pool balance.  The 1998-A
trust is also experiencing a growing principal shortfall carryover
(currently $3.4 million).  In addition, the rating on the
certificate class, which provides the only remaining form of hard
credit support to the class B notes, was set to 'D' in January
2006 due to an interest shortfall.  S&P believe that the
subordination provided by the certificate class will eventually be
eroded and excess spread will continue to be insufficient to cover
monthly net losses.  As a result, the credit enhancement available
to cover expected remaining losses for the series 1998-A
transaction will continue to decline.
     
The series 1999-A trust, as of the April 2008 distribution date,
had a pool factor of 7.43%; a cumulative net loss rate of 8.27%,
which is more than double our original expectations; a six-month
average recovery rate of 50.51%; and a 90-plus-day delinquency
rate of 3.77% of the current pool balance.  In addition, the 1999-
A trust is experiencing a growing principal shortfall carryover
(currently $12.3 million).  Furthermore, the rating on the
certificate class, which provides the only remaining form of hard
credit support to the class B notes, was set to 'D' in June 2005
due to an interest shortfall.  Going forward, S&P believe that the
certificate class will no longer be available to provide
subordination, leaving excess spread as the only form of credit
enhancement available to the class B notes.  

Currently, this transaction is not generating enough excess spread
to cover monthly net losses.  S&P expect this trend to continue,
and therefore S&P anticipate that excess spread will be
insufficient to cover projected remaining losses in this
transaction.  As a result, S&P believe there is a high likelihood
that class B will eventually default.
     
The series 2001-1 trust, as of the April 2008 distribution date,
had a pool factor of 13.26%; a cumulative net loss rate of 6.81%;
a six-month average recovery rate of 49.85%; and a 90-plus-day
delinquency rate of 0.50% of the current pool balance.  In
addition, due to continuous draws to cover net losses, the reserve
account has been reduced to $1.59 million (0.24% of the initial
pool balance), which is below the required amount of $12.96
million (2.00% of the initial pool balance).  In the past year,
the reserve account was reduced by approximately $2.0 million,
causing deterioration in credit enhancement for all classes,
especially the class D notes, for which it provides the only form
of hard credit support.  It is expected that the reserve account
will be completely depleted within the next year.  As such, S&P
believe the class D notes are highly likely to default.
     
Standard & Poor's will continue to monitor these transactions to
determine whether further rating actions are warranted.


                         Ratings Lowered   

                       CIT RV Trust 1998-A

                                  Rating
                                  ------
                Class     To                 From
                -----     --                 ----
                B         B-                 BB-

                        CIT RV Trust 1999-A

                                  Rating
                                  ------
                Class     To                 From
                -----     --                 ----
                B         CCC-               B

                        SSB RV Trust 2001-1

                                  Rating
                                  ------
                Class     To                 From
                -----     --                 ----
                D         CCC-               BB+

                         Ratings Affirmed

                       CIT RV Trust 1999-A

                       Class       Rating
                       -----       ------
                       A-5         AAA

                        SSB RV Trust 2001-1
  
                        Class       Rating
                        -----       ------
                        A-5         AAA
                        B           AA
                        C           A

                     Other Outstanding Ratings
    
                       CIT RV Trust 1998-A

                       Class        Rating
                       -----        ------
                       Certs        D

                       CIT RV Trust 1999-A

                       Class        Rating
                       -----        ------
                       Certs        D


CLARIENT INC: Appoints Raymond Land as CFO and Senior VP
--------------------------------------------------------
Clarient, Inc. names veteran financial executive Raymond J. Land,
63, as Senior Vice President and Chief Financial Officer effective
June 5, 2008.  Mr. Land 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. 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 Ray to the Clarient team," Clarient CEO
Ron Andrews said.  "Clearly, Ray 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.  Ray'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.  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."

Continuing, Mr. Andrews stated, "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.  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 global 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
global 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.  Previously, 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.

He is married and will relocate with his wife, Kathleen, to
Southern California from his current home in the greater
Philadelphia area.

                         About Clarient

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

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.

                        Going Concern Doubt

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

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


CLASS V: Moody's Cuts Ba3 Rating on $1.4 Billion Notes to Ca
------------------------------------------------------------
Moody's Investors Service has downgraded these note issued by
Class V Funding IV (CDS Ref. No: CC3W00116)

Class Description: $1,400,000,000 Initial Tranche Notional Amount
Credit Default Swap with Attachment Point 30% and Exhaustion Point
100%

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

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


CLASS V: Deteriorating Credit Quality Cues Moody's Ratings Cut
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
classes of notes issued by Class V Funding III, Ltd. as:

Class Description: $39,200,000 Class S Notes due 2015

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

Class Description: $500,000,000 Class A1 Floating Rate Notes due
2052

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

Class Description: $200,000,000 Class A2 Floating Rate Notes due
2052

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

Class Description: $120,000,000 Class A3 Floating Rate Notes due
2052

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

Class Description: $75,000,000 Class A4 Floating Rate Notes due
2052

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

Class Description: $50,000,000 Class B Deferrable Floating Rate
Notes due 2052

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

Class Description: $35,000,000 Class C Deferrable Floating Rate
Notes due 2052

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

Class Description: $5,000,000 Class Q Combination Notes due 2052

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

Class V Funding III, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On Nov. 13, 2007 the transaction experienced an event of default
caused by a failure of the Principal Coverage Ratio of Class A
Notes to be greater than or equal to the required amount set forth
in Section 5.1(d) of the Indenture dated Feb. 28, 2007.  That
event of default is continuing.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.


CLEARPOINT BUSINESS: Gets Nasdaq Notice on Listing Noncompliance
----------------------------------------------------------------
ClearPoint Business Resources, Inc. received a letter from The
Nasdaq Stock Market indicating that the company is not in
compliance with Nasdaq Marketplace Rule 4310(c)(3) which requires
the Company to maintain either:

   (i) $2,500,000 of stockholders' equity,

  (ii) $35,000,000 market value of listed securities or

(iii) $500,000 of net income from continuing operations for the
       most recently completed fiscal year or two of the last
       three most recently completed fiscal years.

As a result of the company's non-compliance with Nasdaq
Marketplace Rule 4310(c)(3), Nasdaq is reviewing the company's
eligibility for continued listing of its securities on The Nasdaq
Capital Market.  To facilitate this review, the company must
provide to Nasdaq, on or before June 6, 2008, a specific plan to
achieve and sustain compliance with all The Nasdaq Capital Market
listing requirements, including the time frame for completion of
the plan.  If Nasdaq determines that the company's plan does not
adequately address the issues, then Nasdaq will provide written
notification to the company that its securities will be delisted.  

At that time, the company would have the ability to appeal the
decision to the Nasdaq Listing Qualifications Panel.  Although the
company is in the process of working on such plan, the company can
offer no assurance that it will be able to provide to Nasdaq a
plan which indicates its ability to both meet and sustain
compliance with all Nasdaq listing requirements.

                    About Clearpoint Business

Based in Chalfont, Pa., ClearPoint Business Resources Inc.,
through its proprietary, technology-based iLabor network platform,  
provides its clients a comprehensive web-based portal to  
streamline the process involved in procurement and management of
temporary labor through a network of ClearPoint-approved staffing
vendors.

Clearpoint Business Resources Inc.'s consolidated balance sheet at
March 31, 2008, showed $10,264,003 in total assets and $26,251,109
in total liabilities, resulting in a $15,987,106 total
stockholders' deficit.

                          Going Concern

At March 31, 2008, the company had an accumulated deficit of
$47,402,395 and working capital deficiency of $15,935,072.  For
the three months ended March 31, 2008, the company incurred a net
loss of $31,697,593.  In addition, the company was in technical
default of its debt and reporting covenants with Manufactures and
Trader Trust Company and to date has not received a waiver for
non-compliance with these financial and reporting covenants.  The
company said the foregoing matters raise substantial doubt about
its ability to continue as a going concern.


COMMONWEALTH EDISON: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the outstanding ratings of Exelon Corp.
and its subsidiaries Exelon Generation Co., LLC, PECO Energy Co.
and Commonwealth Edison.  The Rating Outlook for Exgen is revised
to Positive from Stable, while those of EXC, PECO and Comed remain
Stable.

EXC's ratings reflect the company's sound consolidated credit
profile and the favorable competitive position and strong
operating record of its wholesale electric generation business,
Exgen, which accounts for the majority of earnings and cash flow.  
The ratings also anticipate reasonable rate treatment in Comed's
pending rate case.  The cost of meeting contractual obligations in
the event of an extended generating outage is the primary credit
risk.  The potential for legislative interference in Pennsylvania
following the expiration of rate caps in 2010 is also a credit
concern, affecting PECO, but should not affect the ratings of EXC,
Exgen or Comed.

Exgen's credit profile is very strong and is expected to remain so
for the foreseeable future.  The positive rating outlook reflects
leverage, interest coverage and profitability measures that are
strong for the rating and business risk categories and compare
favorably to its peer group.  The strong credit profile primarily
results from the low marginal cost of the company's largely
nuclear electric generating portfolio combined with moderate debt.  
The nuclear generating portfolio should achieve a high level of
dispatch in both high and low gas scenarios, which mitigates the
merchant risk.  Fitch assumes that management will balance the
interests of bondholders and share owners when implementing its'
value return policy, which includes using excess cash and debt
capacity, largely at Exgen, to return funds to shareholders.

PECO's financial condition is also sound, including adjusted debt-
to-EBITDA of 2.1 times and EBITDA-to-interest of 8.1x in 2007.  
Going forward, credit measures are expected to weaken due to the
decline in the collection of competitive transition charges and
the associated carrying costs, but should remain supportive of the
current ratings.  The primary credit concern is the sizeable
increase in generation costs that is likely in Pennsylvania
following the expiration of generation rate caps in 2010 and the
potential for legislation that would preclude full recovery of
electricity supply costs.  Current ratings assume full recovery of
energy supply costs.

The ratings of ComEd reflect the substantial reduction in business
risk that resulted from the 2007 Illinois Settlement Agreement
that provided for full commodity cost recovery and expectations of
a reasonable outcome in the company's pending rate case that would
improve its financial profile.  The Illinois Commerce Commission
staff is supporting a $269 million rate increase, which equates to
approximately 75% of the company's revised request.  Fitch
considers the staff recommendation to be constructive. A final ICC
decision is expected in September.

Fitch has affirmed these ratings:

Exelon Corp.
  -- Issuer Default Rating at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- Commercial paper at 'F2';
  -- Short-term IDR at 'F2'.

Exelon Generation Co., LLC
  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- CP at 'F2';
  -- Short-term IDR at 'F2'.

PECO Energy Co.
  -- IDR at 'BBB+';
  -- First mortgage bonds at 'A';
  -- Preferred stock at 'BBB+';
  -- CP at 'F2';
  -- Short-term IDR at 'F2'.

PECO Energy Capital Trust III
  -- Preferred stock at 'BBB+'.

PECO Energy Capital Trust IV
  -- Preferred stock at 'BBB+'.

Commonwealth Edison Co.
  -- IDR at 'BB+';
  -- Short-term IDR at 'B';
  -- First mortgage bonds at 'BBB';
  -- Senior unsecured debt at 'BBB-';
  -- Preferred stock at 'BB';
  -- CP at 'B'.

ComEd Financing III
  -- Preferred securities at 'BB'.


CORONA BOREALIS: S&P Puts Default Ratings on Two CDO Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
15 classes from two collateralized debt obligation transactions,
Corona Borealis CDO Ltd. and Mystic Point CDO Ltd., following the
liquidation of the portfolio collateral.
     
Both transactions are hybrid CDO of asset-backed securities
transactions collateralized predominantly by mezzanine classes of
residential mortgage-backed securities and other structured
finance transactions.  Both of the transactions had previously
experienced events of default, and subsequently the controlling
noteholders had voted to liquidate the assets.
     
The current rating actions follow notice from the trustee that the
liquidation of the portfolio assets is complete and that the
available proceeds have been distributed to the noteholders.  The
trustee has indicated that for both of the transactions, the
proceeds of the liquidation were insufficient to pay down the
balances of any of the notes in full.


                          Rating Actions

                                            Rating
                                            ------
     Transaction                Class      To    From
     -----------                -----      --    ----
     Corona Borealis CDO Ltd.   A-1A       D     BB/Watch Neg
     Corona Borealis CDO Ltd.   A-1B       D     CCC-/Watch Neg
     Corona Borealis CDO Ltd.   A-1C       D     CCC-/Watch Neg
     Corona Borealis CDO Ltd.   S          D     CCC-/Watch Neg
     Corona Borealis CDO Ltd.   A-2        D     CCC-/Watch Neg
     Corona Borealis CDO Ltd.   B          D     CCC-/Watch Neg
     Corona Borealis CDO Ltd.   C          D     CC
     Corona Borealis CDO Ltd.   D          D     CC
     Mystic Point CDO Ltd.      A-1        D     CCC/Watch Neg
     Mystic Point CDO Ltd.      A-2        D     CC
     Mystic Point CDO Ltd.      A-X        D     CCC-/Watch Neg
     Mystic Point CDO Ltd.      B          D     CC
     Mystic Point CDO Ltd.      C          D     CC
     Mystic Point CDO Ltd.      D          D     CC
     Mystic Point CDO Ltd.      E          D     CC


CWALT INC: Moody's Chips Ratings to Ca on Two Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 2 tranches
from CWALT, Inc. Mortgage Pass-Through Certificates, Series 2006-
J7.

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

Complete rating actions are:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J7

  -- Cl. 2-B-1, Downgraded to Ca from B1
  -- Cl. 2-B-2, Downgraded to Ca from B2


DANIEL GUILLORY: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Daniel J. Guillory, III
        122 S Sherrin Ave #3
        Louisville, KY 40207

Bankruptcy Case No.: 08-32065

Chapter 11 Petition Date: May 19, 2008

Court: Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Phone: 584-7400
                  E-mail: bordy@derbycitylaw.com

U.S. Trustee: Joseph J. Golden
              Office of the U.S. Trustee
              601 W. Broadway #512
              Louisville, Ky 40202

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/kwd-0832065.pdf


DARCOMM NETWORK: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Darcomm Supply, Inc.
        3550 N. Central, Suite 800
        Phoenix, AZ 85012
        dba
        Darcomm Network Solutions, Inc.

Bankruptcy Case No.: 08-05755

Type of business: Since 1984, Darcomm Network Solutions has been
                  providing network design, equipment,
                  integration, support, and carrier services to
                  businesses throughout Arizona, New Mexico and
                  Nevada. Darcomm's clients include American
                  Express, Cable One, Fry's Food Stores, Infinity
                  Outdoor Systems, Phelps Dodge, and the majority
                  of school districts in Arizona.
                  See: http://www.darcomm.com

Chapter 11 Petition Date: May 17, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  Hirsch Law Office, P.C.
                  5020 E. Shea Blvd., #150
                  Scottsdale, AZ 85254
                  Phone: 602-996-9544
                  Fax: 480-505-9707
                  E-mail: lhirsch@hirschlaw.net

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/a08-05755.pdf


DAWAHARES LEXINGTON: Closes 9 Shops After Bankruptcy Filing
-----------------------------------------------------------
Dawahares, Inc., will close nine of its 31 retail outlets after
commencing a reorganization proceedings under chapter 11 of the
U.S. Bankruptcy Code on May 30, 2008, The Lexington (Ky.) Herald-
Leader reports.  About 100 jobs will be affected by the store
closings, the report says.  The company will also scrap seven
positions at its headquarters, Herald-Leader says, citing Harding
Dawahare, the company's president.

Dawahares will have about 400 employees after the closings,
according to the report.

The 101-year-old chain of clothing stores blamed the national
economic downturn and competition from other retailers for its
woes, Herald-Leader says.

"The important thing is that we are going forward with 22 stores,"
Mr. Dawahare said, according to the report.  "We believe that our
plan to reorganize will work and that we will be a successful
company in the future.

"I am very confident it (the reorganization) will solve the
problem," he said.

According to the report, Mr. Dahaware said, year by year, the
number of competitors has been increasing in Dawahare's markets,
including national chain stores that can pay less for their
merchandise because of their larger size.  Those goods are then
sold at the same prices as Dawahare's goods, he said.

Mr. Dahaware said the company continues to lose market share, the
report says.

Herald-Leader reports that the Debtor will appear before the U.S.
Bankruptcy Court in Lexington, Kentucky, on Thursday to seek
permission to begin store-closing sales.

The sales, expected to begin Friday, will be conducted by Gordon
Brothers Group, a Boston-based company specializing in
liquidations, Herald-Leader relates, citing W. Thomas Bunch, Sr.,
Esq., counsel to the Debtor.  The sale is expected to be completed
by July 31.

Mr. Bunch told Herald-Leader that companies such as Dawahare's
often choose to file for bankruptcy protection rather than simply
closing unprofitable stores on their own because closing stores
before their leases expire gives landlords a reason to sue, and
that bankruptcy protects companies from having to pay damages in
those instances.

Herald-Leader says the stores to be closed are in Owensboro,
Bowling Green, Paducah, Glasgow, Maysville, Mount Sterling,
Campbellsville and Newport, Ky., and Bluefield, W.Va.  The stores
that will remain open, according to Herald-Leader, are four in
Lexington, three in Louisville and one each in Corbin, Bardstown,
Elizabethtown, Morehead, Hazard, Pikeville, Paintsville,
Whitesburg, Richmond, South Williamson, Danville, Madisonville,
Somerset, Middlesboro and Murray.

Dawahares Inc. is a family owned and operated retail clothing
chain with stores in Kentucky, Tennessee, and West Virginia.  The
company does business under the Dawahares name and as The Cat Bird
Seat.


DAWAHARES LEXINGTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Dawahare's of Lexington, LLC
        dba Dawahares
        dba Catbird Seat
        1801 Alexandria Drive, Suite 148
        Lexington, KY 40504

Bankruptcy Case No.: 08-51381

Type of Business: The Debtor sells family clothing in retail.  See
                  http://www.dawahares.com/

Chapter 11 Petition Date: May 30, 2008

Court: Eastern District of Kentucky (Lexington)

Judge: Joseph M. Scott, Jr.

Debtor's Counsel: W. Thomas Bunch, II, Esq.
                  Email: tom@bunchlaw.com
                  W. Thomas Bunch, Sr., Esq.
                  Email: wtb@bunchlaw.com
                  P.O. Box 2086
                  271 W. Short St., Ste. 805
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522

Total Assets: $10,023,124

Total Debts:   $9,280,821

Debtor's 20 Largest Creditors:

   Entity                      Claim Amount
   ------                      ------------
Dooney & Bourke                $196,540
P.O. BOX 30468
Hartford, CT 06150

Ganz                           $119,485
60 Industrial Pkwy, Ste. 43
Cheektowaga, NY 14227-9903

Lanier Clothing                $114,109
12564 Collection Center Dr.
Chicago, IL 60693

Currents-Jeri Jo               $108,484

Massive/String Theory, LLC     $92,947

Chaps By Ralph Lauren          $92,166

Fossil                         $85,860

Lucky                          $81,529

Hands On Originals             $80,763

IZOD Womens Div. of PVH        $75,481

E-Lo Sportswear                $74,040

IZOD Sportswear                $67,895

Rafaella Apparel Group, Inc    $65,551

Polo Ralph Lauren              $64,526

Milano Manhattan               $50,039

San Malone                     $45,455

Logo Xpress                    $45,221

Columbia Sportswear Co.        $43,176

Concorde Apparel Co.           $43,127

Golden Touch Imports, Inc.     $42,802


DEBORAH BRANNON: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Deborah Diane Brannon
         2985 Bannister Avenue
         Gilroy, CA 95020

         David Lyndon Brannon
         dba
         B & B Fishing Supplies
         dba
         Diversified Pool Services

Bankruptcy Case No.: 08-52413

Chapter 11 Petition Date: May 12, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  Law Offices of Sabaratnam and Assoc.
                  1300 Clay St. #600
                  Oakland, CA 94612
                  Phone: (510) 464-8000
                  E-mail: mufti@taxandbklaw.com

Total Assets: $5,194,200

Total Debts:  $4,171,403

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/cnd08-52413.pdf


DEEPER CHRISTIAN: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Deeper Christian Life Ministry Inc.
         103-19 Merrick Blvd.  
         Jamaica, NY 11433

Bankruptcy Case No.: 1-08-42919

Type of business: The Debtor is a New York church of a
                  congregation that was started by W.F. Kumuyi, a
                  math lecturer at The University of Lagos,
                  Nigeria in 1973.  The congregation has its
                  headquarters in Nigeria.  
                  See http://www.dclm.org/

Chapter 11 Petition Date: May 9, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

U.S. Trustee: Diana G. Adams
              Office of the United States Trustee
              271 Cadman Plaza East
              Suite 4529
              Brooklyn, NY 11201
              Phone: (718) 422-4960

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg Musso & Weiner LLP
                  26 Court Street
                  Suite 2211
                  Brooklyn, NY 11242
                  Phone: (718) 855-6840
                  Fax: 718-625-1966
                  E-mail: rmwlaw@att.net

Total Assets: $2,500,000

Total Debts:  $1,503,000

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



DEEP OCEAN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Deep Ocean Expeditions, LLC
        4601 Shilshoe Avenue Northwest
        Seattle, WA 98104

Bankruptcy Case No.: 08-13231

Description: Robert D. McCallum, general manager filed the
             petition on the Debtor's behalf.

Chapter 11 Petition Date: May 28, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Christine M. Tobin, Esq.
                  (ctobin@bskd.com)
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

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

          http://bankrupt.com/misc/wawb08-13231-pet.pdf

A full copy of the Debtor's unsecured creditor list is
available for free at:

          http://bankrupt.com/misc/wawb08-13231-cred.pdf


DELPHI CORP: Expects to Borrow $254MM from Lender Group on June 9
-----------------------------------------------------------------
According to The Detroit News, Delphi Corp. and its debtor-
affiliates expect to borrow an additional $254,000,000 on June 9
from a group of lenders through a package administered by JPMorgan
Chase & Co.

As widely reported, the Hon. Robert Drain of the U.S. Bankruptcy
Court for the Southern District of New York has approved the
Debtors' request to amend its $4,100,000,000 DIP financing by:

   (i) increasing the amount of availability under the Tranche A
       revolving credit facility to $1,100,000,000 and decreasing
       the amount of the Tranche B term loan to $500,000,000; and

  (ii) increasing the principal amount of the Tranche C Loan by
       approximately $254,000,000.

As the syndication effort proceeded, investor interest in
participating in the Debtors' DIP Facility proved to be
significantly stronger than previously expected, John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, tells the Court.  The Debtors anticipate the
shift between the Tranche A and Tranche B borrowings will save
several hundred thousand dollars in interest expense per month.  
Increase in the Tranche C Loan will provide Delphi an additional
$100,000,000 revolving line of credit.

Delphi previously expected that:

   (i) Tranche A would consist of a first priority revolving
       credit facility of up to $1,000,000,000,

  (ii) Tranche B would consist of a first priority term loan of up
       to $600,000,000 and

(iii) Tranche C would consist of a second priority term loan of
       approximately $2,500,000,000.

Citicorp is the lead syndicating agent of the $4,350,000,000
package, with Bank of America, GE Capital Corp., JP Morgan,
Deutsche Bank Securities taking roles in arranging the financing.

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

  
DELPHI CORP: Sells Power Products Business Assets for $7.8 Mil.
---------------------------------------------------------------
The Business Journal of Milwaukee reports that Strattec Security
Corp., along with Witte Automotive and Vehicle Access Systems
Technology LLC, agreed to acquire certain assets and assume
certain employee liabilities of Delphi Corp.'s Power Products
business for $7,800,000.

CNN discloses that under the deal, Strattec will acquire the
North American portion of Delphi's Power Products business, while
Witte will buy the European portion.  Vehicle Access, a joint
venture between Strattec, Witte, and ADAC Automotive, will be
buying the Asian portion of the business.

The assets to be acquired consist mostly of equipment and
inventory.  Moreover, Delphi's operations in Oak Creek will not
be included in the acquisitions, BizTimes Daily reports.

The Business Journal of Milwaukee notes that the deal is subject
to terms under Delphi's bankruptcy court proceedings.  Moreover,
Strattec expects to complete the acquisition before the end of
the year.

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)


DIOGENES CDO: Moody's Lowers Ratings and Left Under Review
----------------------------------------------------------
The rating action on Class $8,000,000 Combination Securities Due
2014 appeared incorrectly and has been removed from the Press
Release.  Revised release follows:

Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Diogenes CDO II Ltd.:

Class Description: Up to $364,800,000 Class A-1 Floating Rate
Notes Due June 15, 2049;

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

Class Description: $90,000,000 Class A-2 Floating Rate Notes Due
June 15, 2049;

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

Class Description: $60,000,000 Class B Floating Rate Notes Due
June 15, 2049;

  -- Prior Rating: Aa2
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $22,800,000 Class C Deferrable Floating Rate
Notes Due June 15, 2049;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $32,100,000 Class D Deferrable Floating Rate
Notes Due June 15, 2049;

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded these
notes:

Class Description: $6,300,000 Class E Deferrable Floating Rate
Notes Due June 15, 2049;

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

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


DELPHI CORP: Completes $10MM Sale of Kettering Facility to Tenneco
------------------------------------------------------------------
Delphi Automotive Systems LLC has completed the sale of certain
ride control assets and inventory at Delphi's Kettering, Ohio
facility to Tenneco Inc.  Tenneco has agreed to pay approximately
$10 million for existing ride control components inventory and
approximately $9 million for certain machinery and equipment.  

Tenneco will also lease a portion of the Kettering facility from
Delphi.  As part of the deal, Tenneco has also acquired valuable
excess manufacturing assets, which it intends to use to continue
growing its OE ride control business globally.

Tenneco has entered into a long-term supply agreement with General
Motors Corporation to continue supplying passenger car shock and
strut business to General Motors from the Kettering facility.

"Tenneco's acquisition of these assets, and a committed book of
business from GM, gives us an opportunity to further diversify our
ride control business in North America with more passenger car
business as well as strengthen our ride control manufacturing
capabilities in other key markets," Neal Yanos, senior vice
president and general manager, North America Original Equipment
Ride Control, Tenneco, said.  

"The purchase is also a win for the Kettering community and
employees since jobs will be maintained that otherwise would be
lost," Mr. Yanos continued.  "We're moving ahead with a strong
local management team in place with the goal of growing the
plant's book of business."

Tenneco will employ approximately 400 hourly and salaried
employees at the Kettering plant.  In connection with the purchase
agreement, Tenneco has entered into a five-year agreement with the
International Union of Electrical Workers, which will represent
the hourly workforce at the facility.  The agreement was ratified
by the IUE's rank and file in August 2007.

                       About Tenneco

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has
approximately 19,000 employees worldwide.

                      About Delphi Corp.

Headquartered 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.

                           *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

  -- The $1.7 billion "first out" first-lien term loan B-1 is
     expected to be rated 'BB-' (two notches higher than the
     expected corporate credit rating on Delphi), with a '1'
     recovery rating, indicating the expectation of very high
     (90%-100%) recovery in the event of payment default.

  -- The $2 billion "second out" first-lien term loan B-2 is
     expected to be rated 'B' (equal to the corporate credit
     rating), with a '4' recovery rating, indicating the
     expectation of average (30%-50%) recovery in the event of
     payment default.

  -- The $825 million second-lien term loan is expected to be
     rated 'B-' (one notch lower than the corporate credit
     rating), with a '5' recovery rating, indicating the
     expectation of modest (10%-30%) recovery in the event of
     payment default.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection as: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.


DELTA AIR: To Cut 1,000 More Jobs Than Initially Planned
--------------------------------------------------------
Delta Air Lines, Inc. is cutting at least 1,000 more jobs than it
previously planned because the number of employees who accepted
voluntary severance offers exceeded the company's goal, The
Associated Press reports.

Delta spokesperson Betsy Talton told the AP that more than 3,000
volunteered for the package -- all of which Delta will accept.  

As previously reported, Delta executives had said at the 2008
JPMorgan Aviation and Transportation Conference in New York on
March 18, 2008, that the Company would offer voluntary severance
payouts to approximately 30,000 employees, which covers more than
half of its work force, and cut U.S. capacity by an extra 5%.

The airline's goal was to cut 2,000 frontline, administrative and
management jobs through the severance program, attrition and
other initiatives.

Specifically, Delta offered approximately 30,000 eligible
employees to opt for one of the two voluntary programs,
including:

   -- the 60-Point Retirement Program for those who are already
      eligible for retirement or for those whose age and years of
      service add up to at least 60, with 10 or more years of
      service; and

   -- the Early Out Program for frontline employees with 10 or
      more years of service and for administrative and management
      employees with one or more years of service.  

Both programs offer a severance payment, travel privileges, and
additional benefits to manage career transitions.  Specifics
differ based on age, retirement eligibility and years of service.  

The Company "will be working through plans to ensure our
operations are covered and there could be future hiring for
operational needs, depending on capacity needed," Ms. Talton said
in a statement.

In the March 18 Conference, Delta officials had said that the
voluntary headcount reductions are part of the Company's effort
to "proceed cautiously" in the current economic and fuel climate.

As of the end of 2007, Delta had reduced their full-time
employees by 55,044, according to the report.

                  Initial Plan to Cut 30,000 Jobs

As reported in the Troubled Company Reporter on March 19, 2008,
Delta chief executive officer, Richard Anderson, and president and
chief financial officer, Edward H. Bastian, wrote a statement on
March 18, 2008, to the company's global staff discussing the
company's move to address record fuel prices and the weakening
U.S. economy.

In the statement, the executives said that despite the significant
momentum at Delta, the rapid increase in fuel costs to record
highs and the weakening U.S. economy are placing pressure on the
business.  In the past three months, fuel prices have climbed
nearly 20% and 2008 fuel bill is now expected to increase by
nearly $900 million compared to the business plan (based on
$90 per barrel fuel) and more than $2 billion over 2007.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DELTA AIR: 60% of Flight Attendants Trash AFA Representation
------------------------------------------------------------
Delta Air Lines, Inc. has received notification from the National
Mediation Board that a decisive majority -- more than 60% of
eligible flight attendants -- rejected representation by the
Association of Flight Attendants-Communication Workers of America
in the representation election at Delta.

The rejection will mean Delta's continuous direct relationship
with its flight attendants.

Should enough FA votes were mustered for AFA's representation,
the union would have negotiated future employment terms and
benefits with Delta on behalf of its members, The Wall Street
Journal reports.

"We are pleased that Delta's flight attendants clearly believe
that our unique culture and direct relationship are worth
preserving," said Delta CEO Richard Anderson in an official
statement on Delta's Web site.

"Delta continues to be the best advocate for its people, and our
employees recognize the benefits of working together to enhance
their careers and drive successful results for themselves and our
company," Mr. Anderson said.

Joanne Smith, senior vice president for Delta's In-Flight Service
and Global Product Development, added, "This decision was one of
the biggest our flight attendants faced in their career at Delta
and it arose during some challenging times in our industry.  
Through all of these distractions -- soaring fuel costs, a
softening economy and an unrelenting AFA campaign of scare
tactics and inaccurate information -- the professionalism of all
of our flight attendants shone as they maintained an unwavering
focus on safety and service.  This comes as no surprise however,
because that is the Delta Difference; it is what sets us apart
from the rest of this industry."

"We have many exciting and challenging opportunities ahead of us.
Together, with our employees, we will continue to make Delta a
source of pride for our people and an airline that delivers great
service to our customers," Ms. Smith said.

                        AFA's Statement

In a May 28, 2008 release, AFA said that Delta Air Lines flight
attendants narrowly missed a chance to form a union.  The AFA-CWA
won the vast majority of the votes cast in an historic election
for union representation, but federal rules requiring a majority
turnout, coupled with an aggressive voter suppression campaign by
Delta management, kept thousands from casting a vote.

With only 5,306, or almost 40%, of eligible flight attendants
voting, the National Mediation Board (NMB) would not certify the
AFA-CWA as the Delta flight attendants' representative after the
all votes were counted.  Flight attendants are optimistic that a
coming vote in connection with Delta's merger with Northwest will
result in winning AFA-CWA representation.

"Delta flight attendants took the next big step toward gaining a
voice and a union contract," said Patricia Friend, AFA-CWA
International president.  "A larger portion of the Delta workforce
than ever before voted for union representation.  Those
supporters, combined with strong union support at Northwest, will
clearly be enough for the flight attendants to win union
representation after the merger with Northwest is finalized."

AFA-CWA cited management's voter suppression efforts as a critical
factor in the outcome.  "For months, Delta management has touted
its commitment to the democratic process, yet never let up on
their intimidation and coercion of voters.  Their empty rhetoric
cannot conceal their interference.  The conditions surrounding
election were neither free nor fair, as required by NMB statutes.  
Now it is up to the National Mediation Board to defend the Delta
flight attendants' right to an election free of interference,"
said Friend.

The election followed a campaign for AFA-CWA representation that
began in late 2006 when a small group of Delta flight attendants
began collecting the signatures necessary to call for an election.  
>From the time AFA-CWA filed for an election in February, Delta
management has waged an aggressive campaign to discourage flight
attendants from voting.  Across the country, crew rooms were
wallpapered with anti-union messages such as "Give a Rip, Don't
Click, Don't Vote," instructing flight attendants to rip up their
voting instructions from the NMB and not cast a ballot.  In
addition, supervisors attempted to pressure flight attendant
activists into discontinuing their activities in support of union
representation.

AFA-CWA plans to file formal interference charges with the NMB by
June 6, 2008.

"Once again, management has failed to listen to what employees
want," said Mark Stell, Delta flight attendant and AFA-CWA
activist.  "Going into this election, it was clear that Delta
flight attendants wanted a union.  We deserve a voice in our
future and will not stop until we get a seat at the table.  There
is a light at the end of the tunnel however and that is the
second chance we will get to become members of AFA-CWA when this
merger is finalized.  Until then, we will work with our
colleagues at Northwest Airlines to make sure that flight
attendants are not left behind as the merger progresses."

Under current NMB rules, when one non-union work group merges with
a union group, if 35% of combined workforce has union
representation or signs a union card, a union election will
automatically be called.  That vote is expected to occur in early
2009.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DELTA AIR: Joins Northwest in Filing Merger Pact Prospectus
-----------------------------------------------------------
In a joint proxy statement or prospectus filed with the
Securities and Exchange Commission dated May 20, 2008, and in
line with the merger agreement between Delta Air Lines, Inc. and
Northwest Airlines Corporation, the chief executive
officers of both airlines Richard A. Anderson and Douglas M.
Steenland urged Delta stockholders to vote during a special
meeting to approve:

   * the issuance of shares of Delta common stock to Northwest
     stockholders; and

   * the amended Delta 2007 Performance Compensation Plan,
     which governs the employee equity issuance, to increase the
     number of shares of Delta common stock issuable after giving  
     effect to the Delta shares issued in connection with the
     merger.

"While the closing of the merger is not conditioned upon approval
of the amendment to the Delta 2007 Performance Compensation Plan,
failure to approve this amendment could affect the ability of the
combined company to achieve the expected synergies in the
expected timeframe," the CEOs noted.

Similarly, in order to complete the merger, an affirmative vote
of holders of a majority of the outstanding shares of Northwest
common stock must vote to adopt the Merger Agreement, said
Messrs. Anderson and Steenland.

The Executives clarified that approval of other matters at the
Northwest annual stockholders meeting -- including election of
its directors, ratification of the appointment of its 2008
independent auditor, and an amendment to the Northwest 2007 Stock
Incentive Plan -- is not a condition to the Merger.

The separate meetings to be held by Delta and Northwest to obtain
approvals of the Merger Agreements are still to be announced, the
filing disclosed.

A full-text copy of Delta and Northwest's joint prospectus on
Form S-4 is available at no charge at:

               http://ResearchArchives.com/t/s?2d2b

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DRI CORP: Earns $722,000 in 2008 First Quarter Ended March 31
-------------------------------------------------------------
DRI Corp. reported net income of $722,000, on net sales of
$17,025,000, for the first quarter ended March 31, 2008, compared
with a net loss of $770,000, on net sales of $12,000,000, in the
same period in 2007.

Results for the first quarter of 2007 included a loss from  
discontinued operations of $177,000 related to the operations of
Digital Audio Corp., which the company divested on April 30, 2007.

The increase in net sales resulted from higher U.S. domestic sales
of $980,000 and an increase in sales by the company's foreign
subsidiaries of $4.0 million.

At March 31, 2008, the company's consolidated balance sheet showed
$44,498,000 in total assets, $22,556,000 in total liabilities,
$718,000 in minority interest in consolidated subsidiary, and
$21,224,000 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?2d1a

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Raleigh, N.C., expressed
substantial doubt about DRI Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has insufficient cash resources to make
payment in full on the outstanding balance of the domestic line of
credit which matures June 30, 2008.

The company has executed term sheets with potential lenders for
the refinancing of the domestic line of credit and such lenders
are in the process of performing due diligence reviews of the
company's financial records and operations.

                         About DRI Corp.

Headquartered in Dallas, DRI Corporation (Nasdaq: TBUS) --
http://www.digrec.com/-- through its business units and wholly  
owned subsidiaries, manufactures, sells, and services information
technology and surveillance technology products either directly or
through manufacturers' representatives or distributors.  Customers
include municipalities, regional transportation districts,
federal, state and local departments of transportation, and bus
manufacturers.  The company markets primarily to customers located
in North and South America, Far East, Middle East, Asia,
Australia, and Europe.


EOS AIRLINES: Cohen Tauber Approved as Committee's Counsel
----------------------------------------------------------
The Hon. Adlai S. Hardin, Jr., of the United States Bankruptcy
Court for the Southern District of New York approved Cohen Tauber
Spievack & Wagner P.C. as counsel to the Official Committee of
Unsecured Creditors of Eos Airlines Inc.

The Committee says the firm is well qualified to represent it in
the Debtor's Chapter 11 case.  The firm has knowledge and
expertise in the areas law relevant to this case.

Cohen Tauber is expected to:

   a) assist and advise the Committee in its consultation with the
      Debtors relative to the administration of this case;

   b) attend meetings and negotiate with the Debtor's
      representatives;

   c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

   d) assist and advise the Committee in the review analysis and
      negotiation of the disclosure statement accompanying any
      plan of reorganization;

   e) assist and advise the Committee in the review, analysis and
      negotiation of any financing or sale agreements;

   f) take all necessary actions to protect and preserve the
      Committee's interest, including:
  
      -- possible prosecution of actions on its behalf;

      -- if appropriate, negotiations concerning all litigation in
         which the Debtor is involved; and

      -- if appropriate, review and analysis of claims filed
         against the Debtor's estate;

   g) prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports pleadings and papers
      in support of positions taken by the Committee;

   h) appear, as appropriate, before the Court, the appellate
      courts, and the United States Trustee, and to protect the
      interest of the Committee before those courts and before
the        
      United States Trustee; and

   i) perform all other necessary legal services in this case.

The firm's professionals and their compensation rates are:

      Designations              Hourly Rates
      ------------              ------------
      Partners                   $475-$545
      Associates                 $275-$350
      Paraprofessionals          $125-$155

Joseph m. Vann, Esq., an attorney of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline. The   
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its restructuring
efforts.  The Debtor selected Kurztman Carson Consultants LLC as
claims agent.  The U.S. Trustee for Region 2 appointed creditors
to serve on an Official Committee of Unsecured Creditors.  When
the Debtor filed for protection against it creditors, it listed
total assets of $70,233,455 and total debts of $34,858,485.


EOS AIRLINES: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Eos Airlines Inc. delivered to the United States Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $57,707,999
   C. Property Claimed
      as Exempt
   D. Creditors Holding                              
      Secured Claims
   E. Creditors Holding                             $870,117
      Unsecured Priority
      Claims
   F. Creditors Holding                           15,539,875
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $57,707,999    $16,409,993

                        About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline. The   
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its restructuring
efforts.  The Debtor selected Kurztman Carson Consultants LLC as
claims agent.  The U.S. Trustee for Region 2 appointed creditors
to serve on an Official Committee of Unsecured Creditors.


ESMARK INC: Board Remains Neutral, Will Weigh OAO Severstal Offer
-----------------------------------------------------------------
Esmark Incorporated board of directors will examine and consider
the OAO Severstal offer, consistent with its fiduciary duties and
the company's obligations under its memorandum of agreement with
Essar Steel Holdings Limited.  

The move was in response to Severstal's unsolicited tender offer
to acquire all outstanding shares of Esmark common stock for
$17 per share.

On or before June 13, 2008, Esmark will advise shareholders
whether the Esmark board recommends acceptance or rejection of the
Severstal offer, expresses no opinion and remains neutral toward
the Severstal offer or is unable to take a position with respect
to the Severstal offer.

Esmark urges its shareholders to take no action with respect to
the Severstal offer until the Esmark board makes its
recommendation.

Based in Wheeling, West Virginia, Esmark Inc. (NASDAQ:ESMK) --
http://www.esmark.com-- formerly Wheeling-Pittsburgh Corporation,   
is a holding company that, together with its subsidiaries and
joint ventures, produces steel and steel products using both
integrated and electric arc furnace technology.  The company's
principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation.  The company produces flat rolled steel products for
steel service centers, converters, processors, and the
construction, container and agriculture industries.  Its product
offerings focus on higher value-added finished steel products,
such as cold rolled products, fabricated products, and tin and
zinc coated products.  Higher value-added products comprised 60.8%
of the company's shipments during the year ended Dec. 31, 2006.  
In addition, it produces hot rolled steel products, which
represent the least processed of its finished goods.  In March
2008, the company completed the sale of its minority equity
interest in Wheeling-Nisshin Inc. to Nisshin Holding Inc.

                      Going Concern Doubt

On May 20, Deloitte & Touche LLP of Pittsburgh, Pennsylvania,
wrote to the Board of Directors and stockholders of Esmark
Incorporated that after auditing the company's financial
statements for the year ended December 31, 2007, it has
substantial doubt regarding the company's ability to continue as a
going concern because the company has been unable to refinance its
debt on a long-term basis.

In its 2007 Annual Report, the company disclosed that its current
revolving credit facilities are due and payable no later than
September 30, 2008.  The company's ability to refinance these
obligations will be dependent on a number of factors including the
company's ability to borrow funds from the same or alternative
lenders in a difficult lending environment, the company's ability
to forecast and generate cash flow from future operations and the
company's ability to structure alternative capital transactions
with third parties and, if necessary, obtain proceeds from the
disposition of assets.  

On April 30, 2008, the company agreed to the material terms of a
proposed tender offer and merger with Essar Steel Holdings Limited
for the purchase of all of the outstanding common stock of the
company for $17.00 per share.  The company also entered into a
binding commitment with Essar for a $110,000 term loan, the
proceeds of which were used to repay the Company's outstanding
term loan in the amount of $79 million and to provide additional
liquidity to the Company.  This proposed tender offer is subject
to a 52-day "right to bid" period as set forth in the collective
bargaining agreement with the USW which may or may not result in a
competing bid or offer from another concern. If the proposed
merger with Essar is terminated under certain circumstances, the
company would be required to pay Essar a "breakage fee" of $20.5
million.  On May 16, 2008, the USW publicly announced a demand
that Esmark repudiate the Essar agreements and asserted that those
agreements with Essar are in direct violation of the company's
collective bargaining agreement with the USW.

In a non-binding proposal dated May 20, 2008, OAO Severstal
(Severstal) offered to acquire all of the outstanding common stock
of the Company for $17.00 per share. Severstal also stated that
they are prepared to enter into interim liquidity substitute
financing arrangements upon entering into a mutually acceptable
definitive merger agreement. Severstal represented that they have
entered into an agreement that satisfies the successorship clause
of the company's collective bargaining agreement and that the USW
informed them that it will waive its right to bid provisions in
the collective bargaining agreement with respect to the Severstal
proposal.


FIELDSTONE MORTGAGE: Judge Schneider Approves Disclosure Statement
------------------------------------------------------------------
The Hon. James F. Schneider of the U.S. Bankruptcy Court for the
District of Maryland approved a disclosure statement explaining an
amended chapter 11 plan filed by Fieldstone Mortgage Co.

The amended plan and disclosure statement was filed May 30.

The Court will convene a hearing on July 10, 2008, at 10:00 a.m.,
to consider confirmation of the Debtor's plan.  Objections, if
any, are due July 8, 2008.

The plan is premised on the sale of the Debtor's business
operations and the stock of reorganized Fieldstone to Ontario,
Canada-based Planet Financial Group LLC, the owner of a mortgage
originator and a mortgage servicing operation, for $1,200,000.

Maryland's The Daily Record reports the plan resulted in part from
a settlement approved in April with Fieldstone's parent, Credit-
Based Asset Servicing and Securitization LLC.

The plan groups claims against and interest in the Debtor under __
classes.  The plan provides for this recovery to creditors and
interestholders:

                Treatment of Claims and Interests

                 Types of                          Estimated   
   Class         Claim               Treatment     Amount
   -----         --------            ---------     ---------   
   unclassified  administrative                    $950,000
                  claims

   unclassified  fee claims                        $850

   unclassified  priority tax
                  claims                           $950

   unclassified  priority claims                   $1,055,000

   1             obligations         unimpaired    $1,600,000
                  Claims

   2             convenience         impaired      $55,500   
                  claims

   3             general unsecured   impaired      $35,000,000
                 claims

   4             old equity          impaired      $0
                  interests

   5             510 claims          impaired      none

Classes 2 and 3 are entitled to vote for the plan, while classes
1, 4 and 5 deemed rejected the plan.

On the effective date, holders of class 1 obligations claims will
be deemed indefeasibly repaid in full.

Each holder of Class 2 convenience claim will receive cash in
an amount equal to 35% of its allowed claim after the plan's
effective date.

Maryland's The Daily Record says the Plan provides for a 3%
recovery to unsecured claims.  Moreover, each holder of class 3
unsecured claim will get its pro rata share of the periodic
distribution from the disbursement account.

Holder of class 5 510 claim will not receive any distribution
under the plan.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2d2d

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2d2e

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender
that            
offers mortgage loans for multiple credit situations in the United
States.  In September 2007, Fieldstone was the target of a lawsuit
by Morgan Stanley over 72 mortgages worth $26.5 million that had
no, or late, payments.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  The
U.S. Trustee for Region 4 has appointed creditors to serve on
an Official Committee of Unsecured Creditors in this case.  
Christopher J. Giaimo, Esq., and Jeffrey Neil Rothleder, Esq., at
Arent Fox LLP, represent the Committee in this case.  According to
its Schedules, total assets were $14,465,348 and total debts were
$121,342,790.


FORTUNOFF: Four Creditors Demand $379,789 Repayment of Goods
------------------------------------------------------------
Four creditors who delivered goods to Fortunoff Fine Jewelry and
Silverware LLC and its debtor-affiliates within 20 days before the
bankruptcy filing sought payment of their administrative
expense claims aggregating $379,789.  The Creditors are:

                                          Amount
   Creditors                            Asserted
   ---------                            --------
   Treasure Garden, Inc.                $102,074
   Conair Corporation                    108,836
   Shade Trends, LTD.                     38,000
   Jinhua Good Way Import &              
      Export Co. Ltd.                    130,879

The Creditors informed the U.S. Bankruptcy Court for the Southern
District of New York that they have separately sent reclamation
demands to the Debtors.  Moreover, the Creditors related that the
Debtors have neither responded to the demands, nor returned the
goods.

The Creditors contended that they are entitled to administrative
expense claims for the value of their goods pursuant to Section
503(b)(9) of the Bankruptcy Code.

                         Debtors Respond

On behalf of the Debtors, Frank A. Oswald, Esq., at Togut Segal &
Segal LLP, in New York, said that the Debtors do not dispute that
the Creditors will be entitled to administrative priority claims
to the extent that their prepetition claims satisfy the
requirements of Section 503(b)(9).  However, there are no
unencumbered funds available to pay the Creditors' claims at this
time, Mr. Oswald informed Judge James M. Peck.

Mr. Oswald noted that Section 503(b)(9) makes no mention of the
timing by which the Creditors' Claims must be paid.  There is
nothing in the Section that even suggests that a claimant has a
right to immediate payment, Mr. Oswald argued.

"As payment of any such claims is not required to be made, if at
all, until later in these cases, the Debtors should not be
required to litigate the extent and amount of any priority claims
asserted by the [Creditors]," Mr. Oswald contended.  "Any such
litigation should occur if and when all other 503(b)(9)
administrative expense claims against the Debtors are resolved -
that is, after it is determined that there are funds available to
pay such claims, thus, justifying the time and expense necessary
for the Debtors to review and have the opportunity to object to
such claims."

Mr. Oswald asserted that unless funds become available to pay the
Claims, the Creditors, and others similarly situated, would not
want to expend additional time and money to litigate similar
issues as well.  

Mr. Oswald told the Court that based on the Debtors' preliminary
analysis, the Section 503(b)(9) Claims in the Debtors' bankruptcy
cases are estimated at between $4,000,000 and $9,000,000,
depending on the applicable receipt date.  Thus, he stated, even
if the Term D Lenders' roughly $2,000,000 in cash collateral was
available to pay the Section 503(b)(9) Claims, payment could only
be made on a pro rata basis.

"Assuming that the Term D Lenders' security interests in and
liens on substantially all of the Debtors' assets are valid and
not subject to any defenses, these cases are administratively
insolvent, and there will be no assets available to pay 503(b)(9)
claims," Mr. Oswald explained.  "In sum, consideration of
503(b)(9) administrative expense claims should be deferred until
such time, if any, that there are assets available to pay such
claims."

Accordingly, the Debtors asked the Court to defer ruling on the
Creditors' request until all Section 503(b) administrative
expense claims may be addressed in a uniform manner.

                        Creditors Talk Back

A. Jinhua

On behalf of Jinhua, Anne Seelig, Esq., at Wu & Kao, in New York,
informed Judge Peck that the Debtors have changed their earlier
position of disputing the validity of both Jinhua's reclamation
claim and administrative expense claim.  She notes that the
Debtors now do not dispute the validity of Jinhua's
administrative expense claim or its entitlement to payment, but
ask that the claim be "deferred."

Ms. Seelig asserted that the Debtors' arguments should fail simply
for lack of supporting financial data.  

"As of this date, [the Debtors'] arguments heavily rely and are
based on the asset purchase agreement dated Feb. 4, 2008, arguing
that all sale proceeds were paid over to the Senior Secured
Prepetition and Postpetition [Debtors'] Lender," Ms. Seelig said.  
"However, [the Debtors have] not disclosed or provided any
information or detail of the subject asset sale, such as whether
the asset sale and Asset Purchase Agreement complied with and met
the requirements of the Bankruptcy Code and the Uniform Commercial
Code."

Ms. Seelig noted that under the law, failure to disclose
financial information or condition is deemed a material omission.  
She tells Judge Peck that the Debtors intentionally withheld
information from the Creditors, and has promoted "motion
practice" among the Creditors, which will be considered a
bad- faith filing of bankruptcy.

Ms. Seelig pointed out that to pay the Claims after notice and
hearing would be simple and unburdensome; while waiting until the
end of the Debtors' Chapter 11 cases would create an undue burden
on Jinhua and the other Creditors.

Accordingly, Jinhua asked the Court to order payment on Jinhua's
administrative expense claim.

B. Treasure Garden

Representing Treasure Garden, Ronald A. Clifford, Esq., at
Blakeley & Blakeley LLP, in Newport Beach, California, argued  
the Debtors have not distinguished which goods are subject to
their prepetition credit agreement.

"The Debtors have merely asserted that they granted the
prepetition agent liens and security interest in substantially
all of the Debtors' personal property,"  Mr. Clifford said.  
"Whether Treasure Garden's goods are included in 'substantially
all of the Debtors' personal property' is never specifically
stated, nor has Treasure Garden received any information from the
Debtors specifically showing that its goods were subject to any
floating liens."

Without facts supporting the Debtors' contention that Treasure
Garden's goods were subject to the floating lien, Treasure Garden
has a valid reclamation claim, which includes a Section 503(b)(9)
claim, Mr. Clifford pointed out.

When goods subject to a reclamation demand are liquidated and the
proceeds are used to pay the secured creditor's claim, the
reclaiming seller's subordinated right is rendered valueless.

Mr. Clifford explained to the Court that the Debtors' counsel has
not been able to provide Treasure Garden with a final selling
price for the goods.  He notes that if the final selling price
was substantially more than the prepetition debt, then Treasure
Garden's reclamation claim would be valid in any case.

In addition, Mr. Clifford revealed that the Debtors' counsel has
not been able to provide any of the Creditors with any idea of
what monies are available to pay administrative claims.

"Without this information, the Debtors have failed to prove that
the sale of substantially all of their assets did not result in
funds sufficient to pay the reclamation claim of Treasure Garden,
and further, that there are not enough proceeds to pay [Section
503(b)(9)] claims," Mr. Clifford explained.  "The sale order as
drawn is vague as to which goods were specifically sold to the
buyer."

Accordingly, Treasure Garden asked the Court to overrule the
Debtors' objection and grant the relief requested by Treasure
Garden.

C. Shade Trends

Shade Trends, LTD., made the same contentions as the other
Creditors.

Natu J. Patel, Esq., at The Patel Law Firm, P.C., in Irvine,
California, contended that a holder of a prior perfected, floating
lien on inventory is treated as a good faith purchaser with
rights superior to those of a reclaiming seller.  However, the
Debtors do not distinguish which goods were subject to their
prepetition credit agreement in the case.

Moreover, the unavailability of funds does not preclude an order
directing the administrative expenses to be paid as soon as the
funds become available.

                         About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since      
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that bought          
Lord & Taylor from Federated Department Stores.   

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.  Effective March 6, 2008, Morrison & Foerster LLP is
counsel to the Creditors Committee in substitution of Otterbourg  
Steidler Houston & Rosen PC.  Mahoney Cohen & Company, CPA, P.C.,
serves as financial advisor to the Creditors' Committee.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


FRANCESCHINI CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Franceschini Construction, Inc.
        4507 West South Avenue
        Tampa, FL 33614

Bankruptcy Case No.: 08-07709

Description: Colen Franceschini, president, filed the petition
             on the Debtor's behalf.

Chapter 11 Petition Date: May 29, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  (dwslaw@yahoo.com)
                  David W Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: 813-251-3100

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

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

A full copy of the Debtor's petition with unsecured creditor
list is available for free at:

           http://bankrupt.com/misc/flmb08-07709-pet.pdf


FORD MOTOR: Tracinda Waives Tender Offer Term on Share Price Drop
-----------------------------------------------------------------
Tracinda Corporation will waive the condition to its cash tender
offer that the market price of shares of Ford Motor Company common
stock does not decrease by 10% or more from the close of trading
on May 8, 2008.  Tracinda continues to believe in Ford’s
management and turnaround efforts and remains committed to its
offer for up to 20,000,000 shares of Ford common stock at a net
per share offer price of $8.50.  The offer is scheduled to expire
at 5:00 p.m. New York City time on June 9, 2008 unless extended.

As reported in the Troubled Company Reporter on April 29, 2008,
Tracinda disclosed that it will make a cash tender offer for up to
20 million shares of common stock of Ford at a price of $8.50 per
share.  The offer price represents a 13.3% premium over Ford's
closing stock price of $7.50 on April 25, 2008 and a 38.7% premium
over Ford's closing stock price on April 2, 2008, the day upon
which Tracinda began accumulating shares in the company.  The
shares to be purchased pursuant to the offer represent
approximately 1% of the outstanding shares of Ford common stock.  
Tracinda Corporation, of which Kirk Kerkorian is the sole
shareholder, currently owns 100 million shares of Ford common
stock, which represents approximately 4.7% of the outstanding
shares.  Tracinda's average cost for such shares is approximately
$6.91 per share.  Upon completion of the offer, Tracinda would
beneficially own 120 million shares of Ford common stock, or
approximately 5.6% of the outstanding shares.

Tracinda also disclosed that the waiting period applicable to the
tender offer under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 expired on May 23, 2008.

Questions regarding the offer or requests for offer materials
should be directed to the information agent, D. F. King & Co.,
Inc., at (212) 269-5550 for banks and brokerage firms or (800)
859-8511 for all others.

            Investment on Ford Fiesta Plant in Mexico

Ford disclosed the new Ford Fiesta small car for North America
will be produced at the company’s transformed Cuautitlán Assembly
Plant beginning in early 2010 and a sporty European hatchback
model is being added to the North American lineup alongside the
popular sedan.

Transformation of the facility near Mexico City begins this year,
as the plant is converted from its current production of F-Series
pickups for the Mexican market to small cars for all of North
America.  The Chihuahua Engine Plant, which builds I-4 engines,
also will assemble diesel engines for light- and medium-duty
trucks in a variety of global markets.   In addition, through a
joint venture with Getrag, Ford will establish a new transmission
plant in Guanajuato to support various Ford products.  Company
officials disclosed the trio of investments jointly with Mexico
President Felipe Calderón Hinojosa.

The new multi-plant development effort represents a $3 billion
U.S. investment, including the support of local suppliers.  It is
Mexico’s largest ever automotive investment.  The moves are
expected to create approximately 4,500 Ford jobs.  Together with
all direct and indirect employment at suppliers, the moves affect
30,000 jobs in Mexico.

                     About Ford Motor Company

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

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

                          *     *     *

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

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

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


FORD MOTOR: Completes Sale of Jaguar & Land Rover to Tata Motors
----------------------------------------------------------------
Ford Motor Company completed the sale of its Jaguar Land Rover
operations to Tata Motors.

As reported in the Troubled Company Reporter on March 27, 2008,
Ford entered into a definitive agreement to sell its Jaguar and
Land Rover operations to Tata Motors for $2.3 billion.  At
closing, Ford will then contribute up to $600 million to the
Jaguar and Land Rover pension plans.

The sale is the culmination of Ford's decision last August to
explore strategic options for the Jaguar Land Rover business, as
the company accelerates its focus on its core Ford brand and "One
Ford" global transformation.  It also allows Jaguar Land Rover to
focus on delivering what is best for its business.   

As part of the overall sale agreement between Ford and Tata
Motors, Ford will continue to supply Jaguar Land Rover with
engines, stampings and technology, including a range of
environmental technologies.

Ford Motor Company wishes the Jaguar Land Rover management team,
its employees and the new owners every success for the future.

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

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

                          *     *     *

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

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

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


FRONTIER AIRLINES: In Talks with Expedia on Selling Tickets Online
------------------------------------------------------------------
Expedia Inc.'s travel Web site Expedia.com ceased listing flights
and selling tickets for Frontier Airlines Inc. after Frontier
sought to restructure its contract with the online travel agency,
The Denver Post reports.

According to Denver Post, Frontier is in negotiations with Expedia
with the aim of carving a new contract and getting its flights
relisted.

Bankruptcy laws allow debtors to cancel or try to restructure
existing contracts.

The Denver Post cites Frontier spokesman Steve Snyder, as saying:
"I wouldn't describe it as any animosity between the two firms.  
But when you have an opportunity to restructure, you look at every
single contract to see if you can turn something to your
advantage."

The report states that Frontier gets about 24% of its bookings
from online travel firms such as Expedia, Orbitz, Priceline and
Travelocity.  

Mr. Snyder declined to comment on whether Frontier is attempting
to restructure contracts with other online travel firms, the
report adds.

According to Denver Post, Expedia spokeswoman Katie Deines said
pulling Frontier off its Web site is the result of a business
decision.

The report relates that customers who have booked Frontier flights
on Expedia or its affiliate hotels.com will not be affected.

                  About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation    
for passengers and freight.  The company and its affiliates
operate jet service carriers linking their Denver, Colorado hub to
46 cities coast-to-coast, 8 cities in Mexico, and 1 city in
Canada, well as provide service from other non-hub cities,
including service from 10 non-hub cities to Mexico.  As of May 18,
2007 they operated 59 jets, including 49 Airbus A319s and 10
Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.  


FRONTIER AIRLINES: Inks Credit Card Deal with First Data
--------------------------------------------------------
Frontier Airlines and First Data disclosed an agreement with
respect to the continued processing of Frontier's Visa and
MasterCard charges without any interruption.  The agreement
provides First Data with appropriate protection for continuing its
processing work for customer credit card purchases on a "business
as usual" basis.

"The statement is another important step as we navigate the
Chapter 11 process," Frontier president and CEO Sean Menke, said.  
"The terms of the agreement are fair and reasonable to both
parties, and we appreciate First Data's ongoing cooperation."

"We are pleased to have come to an agreement with Frontier and
will continue to work closely with them through this process," Ed
Labry, president of First Data's USA division, said.

Frontier is expected to file a motion with the Federal Bankruptcy
Court in New York to approve the agreement in the next few days.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation    
for passengers and freight.  The company and its affiliates
operate jet service carriers linking their Denver, Colorado hub to
46 cities coast-to-coast, 8 cities in Mexico, and 1 city in
Canada, well as provide service from other non-hub cities,
including service from 10 non-hub cities to Mexico.  As of May 18,
2007 they operated 59 jets, including 49 Airbus A319s and 10
Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.


GE-WMC MORTGAGE: S&P Lowers Ratings of Certs. from CC to D
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of pass-through certificates from six U.S. subprime
residential mortgage-backed securities transactions issued by Ace
Securities Corp. Home Equity Loan Trust, Specialty Underwriting
and Residential Finance Trust, Park Place Securities Inc., and GE-
WMC Mortgage Securities Trust; all of the downgraded deals were
issued between 2003 and 2006.  Concurrently, S&P placed its
ratings on three classes from one deal on CreditWatch with
negative implications and affirmed 30 ratings from four
transactions.  
     
The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the April 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, ranged from 1.43%
(Specialty Underwriting and Residential Finance Trust's series
2003-BC4) to 5.60% (GE-WMC Mortgage Securities Trust 2006-1).  
Overcollateralization has been completely eroded for the six
downgraded deals.
     
The dollar amount of loans in the delinquency pipelines in these
transactions strongly suggests that monthly losses will continue
to exceed excess interest, thereby further compromising credit
support.  Severe delinquencies for the downgraded transactions, as
a percentage of the current pool balances, ranged from 5.33%
(Specialty Underwriting and Residential Finance Trust's series
2003-BC4) to 31.35% (Ace Securities Corp. Home Equity Loan Trust's
series 2004-HE4).  These deals are seasoned between 20 months (GE-
WMC Mortgage Securities Trust 2006-1 and Ace Securities Corp. Home
Equity Loan Trust's series 2006-FM1) and 52 months (Specialty
Underwriting and Residential Finance Trust's series 2003-BC4).
     
S&P placed its ratings on three classes from one transaction on
CreditWatch negative.  While each of the certificate classes with
ratings placed on CreditWatch negative may lack what S&P believe
to be a sufficient amount of credit enhancement in excess of
projected losses, S&P will not take further rating actions until
additional analysis is completed.  S&P expect to further compare
the projected default dates with the payment in full dates, and
the relationships between projected credit support and projected
losses throughout the remaining life of each certificate.
     
S&P affirmed 30 ratings on four series based on loss coverage
percentages that are sufficient to maintain the current ratings
despite the negative trends in the underlying collateral for many
of the deals.  
     
Subordination and excess spread provide credit support for the six
deals.  The collateral for these transactions primarily consists
of subprime, adjustable- and fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties.  

                          Ratings Lowered

            ACE Securities Corp. Home Equity Loan Trust

                                             Rating
                                             ------
        Transaction         Class      To             From
        -----------         -----      --             -----
        2004-HE4            M-6        BB             BB+
        2004-HE4            M-7        B              BB
        2004-HE4            M-8        CCC            BB-
        2004-HE4            M-9        CCC            B
        2004-HE4            M-10       CCC            B-
        2004-HE4            B          D              CCC
        2006-FM1            M10        D              CC

                  GE-WMC Mortgage Securities Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2006-1              B-3        D              CC
        2006-1              B-4        D              CC
        2006-1              B-5        D              CC

                        Park Place Securities

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-WHQ2           M-8        CCC            A-
        2005-WHQ2           M-9        CCC            BBB-
        2005-WHQ2           M-10       CCC            B+
        2005-WHQ2           M-11       CC             CCC
        2005-WHQ2           M-12       D              CCC
        2005-WCW2           M-7        BBB            A-
        2005-WCW2           M-8        B              BBB+
        2005-WCW2           M-9        CCC            BB+
        2005-WCW2           M-10       CCC            B
        2005-WCW2           M-11       D              CCC

        Specialty Underwriting and Residential Finance Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2003-BC4            B-3        D              CCC

               Ratings Placed on Creditwatch Negative

                        Park Place Securities

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-WHQ2           M-5        AA/Watch Neg   AA
        2005-WHQ2           M-6        AA/Watch Neg   AA
        2005-WHQ2           M-7        AA-/Watch Neg  AA-

                          Ratings Affirmed

            ACE Securities Corp. Home Equity Loan Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2004-HE4            M-1        AA+
               2004-HE4            M-2        AA+
               2004-HE4            M-3        AA
               2004-HE4            M-4        AA
               2004-HE4            M-5        A-
               2004-HE4            M-11       CCC

                       Park Place Securities

               Transaction         Class      Rating
               -----------         -----      ------
               2005-WHQ2           A-1A       AAA
               2005-WHQ2           A-1B       AAA
               2005-WHQ2           A-2C       AAA
               2005-WHQ2           A-2D       AAA
               2005-WHQ2           M-1        AAA
               2005-WHQ2           M-2        AA+
               2005-WHQ2           M-3        AA+
               2005-WHQ2           M-4        AA
               2005-WCW2           A-1C       AAA
               2005-WCW2           A-1D       AAA
               2005-WCW2           A-2C       AAA
               2005-WCW2           A-2D       AAA
               2005-WCW2           M-1        AA+
               2005-WCW2           M-2        AA+
               2005-WCW2           M-3        AA
               2005-WCW2           M-4        AA-
               2005-WCW2           M-5        A+
               2005-WCW2           M-6        A

        Specialty Underwriting and Residential Finance Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2003-BC4            A-3B       AAA
               2003-BC4            M-1        AA+
               2003-BC4            M-2        A
               2003-BC4            M-3        A-
               2003-BC4            B-1        BBB
               2003-BC4            B-2        B


GREEKTOWN CASINO: Continues $500 Million Expansion of Casino
------------------------------------------------------------
Despite its bankruptcy filing, Detroit casino operator Greektown
Holdings LLC and its debtor-affiliates declared that the
$500 million expansion of its casino complex will continue, Online
Gambling Paper reports, citing company representatives.

Additionally, the Debtors assured that there won't be any employee
lay-offs, the report says.  "As we reorganize our business and
complete our permanent casino construction with additional
financing, the goal is a bigger and more viable Greektown Casino.  
With the support and confidence of our creditors, we have
developed a plan to reorganize our business, and we will be
implementing these action steps," the Paper quotes company board
chairman Tom Miller as saying.

The Debtors are engaged in the ongoing development of an
expanded hotel and casino resort complex, containing an
1,200-seat live theatre, a 400-room hotel, 10 banquet or meeting
rooms, two new restaurants, expanded parking, an additional
25,000 square feet of gaming space and other amenities at its
current site under the terms of a development agreement among
Greektown Casino, the City of Detroit and the Economic
Development Corporation of the City of Detroit.

In documents submitted to the Court, the Debtors said that they
failed to comply with certain loan obligations with Merrill Lynch,
Pierce, Fenner & Smith Inc., and consequently wasn't able to draw
additional amounts from its credit line, relates the Paper.  The
Debtors relate that among others, uncertainty over the compliance
of certain loan pacts and uncertainty of the source of needed
borrowings have convinced them that it is in their best interest
to immediately seek bankruptcy protection.

Significant delays and cost overruns in connection with the
completion of the expanded complex have also adversely affected
the Debtors' businesses, the results of Greektown Casino's
operations, and Greektown Holdings' financial condition and cash
flow.  Greektown Holdings estimates that it requires approximately
$140 million of additional borrowings or equity contributions to
complete the expanded complex.

Simultaneously with their bankruptcy filing, the Greektown
Entities have sought the Court's permission to obtain up to $150
million in postpetition financing from Merrill Lynch Capital
Corporation and a syndicate of lenders.  They have also sought
access to the cash collateral of their prepetition lenders.

                    About Greektown Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring over 75,000 square feet of casino
gaming space with more than 2,400 slot machines, over 70 tables
games, a 12,500-square foot salon dedicated to high limit gaming
and the largest live poker room in the metropolitan Detroit gaming
market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Finalizing $150MM Loan, to Complete Project
-------------------------------------------------------------
Casino operator Greektown Holdings LLC and its debtor-affiliates
is finalizing $150 million in additional financing for operations
and to complete the construction of its new 400-room hotel and
gaming floor expansion.

"As we reorganize our business and complete our permanent casino
construction with additional financing, the goal is a bigger and
more viable Greektown Casino," said casino Management Board
Chairman Tom Miller, who is also a member of the board of
directors of the Sault Ste. Marie Tribe of Chippewa Indians, which
own a majority stake in the company.  "As we work through the
reorganization process, the casino will continue to operate
normally for all guests, player's club members, employees,
vendors, suppliers and contractors."

The company noted that Chapter 11 protection allows a company to
reorganize its financial structure under the supervision of the
U.S. Bankruptcy Court.  "Entering Chapter 11 reorganization,
Greektown Casino is a healthy, profitable business," said Van E.
Conway of Conway MacKenzie & Dunleavy, a financial consulting firm
working on Greektown Casino's reorganization.  "Greektown Casino
is finalizing debtor-in-possession financing that enables the
company to complete its permanent casino and hotel, pay all
obligations, and continue normal business operations during the
entire process.  This is really a great day for Greektown Casino
because it's a new beginning."

                    About Greektown Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring over 75,000 square feet of casino
gaming space with more than 2,400 slot machines, over 70 tables
games, a 12,500-square foot salon dedicated to high limit gaming
and the largest live poker room in the metropolitan Detroit gaming
market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Moody's Chips Ratings After Bankruptcy Filing
---------------------------------------------------------------
Moody's Investors Service lowered Greektown Holdings, LLC's
Probability of Default rating to D from Caa1 following the
company's announcement that it voluntarily filed for Chapter 11
bankruptcy.  Greektown's Corporate Family Rating was lowered to Ca
from Caa1.  The company's secured bank debt and senior note
ratings were also lowered.

In addition to acknowledging Greektown's decision to voluntarily
file for Chapter 11 bankruptcy, this rating action completes the
review process that was initiated on April 7, 2008.  The review
process was in response to heightened concerns regarding the
company's ability to obtain the funds necessary to complete its
permanent casino expansion and cure existing and potential
financial covenant violations related to its loan agreement and
its development agreement with the Michigan Gaming Control Board.

These ratings were downgraded:

  -- Probability of Default rating to D from Caa1
  -- Corporate Family rating to Ca from Caa1
  -- $125 million revolver due 2010 to Caa2 (LGD-2, 30%) from B1
     (LGD-2, 20%)

  -- $190 million term loan due 2012 to Caa2 (LGD-2, 30%) from B1
     (LGD-2, 20%)

  -- $185 million 10.75% senior notes due 2013 to C (LGD-5, 86%)
     from Caa2 (LGD-5, 75%)

Moody's plans to withdraw all the ratings of Greektown Holdings,
LLC in the near future.

Greektown Holdings, LLC, through its primary operating subsidiary
Greektown Casino, LLC, operates the Greektown Casino in Detroit,
Michigan.


GREEKTOWN CASINO: Bankruptcy Filing Cues S&P's Default Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Greektown Holdings LLC to 'D', including the corporate credit
rating, which was lowered from 'CCC+'.
     
The ratings downgrade follows the announcement on May 30, 2008
that Greektown has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code.  Greektown had previously received a limited
waiver (through June 30, 2008, or to July 31 under certain
circumstances) with respect to covenants under its bank loan
agreement, while it attempted to complete the sale of 40% of the
company to Entertainment Interests Group.


GREENWHICH CAPITAL: Moody's Junks Ratings on P and Q Trusts
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of 22 classes of Greenwich Capital
Commercial Funding Corp. Commercial Mortgage Trust, Series 2006-
GG7 as:

-Class A-1, $57,413,791, affirmed at Aaa

-Class A-2, $260,782,000, affirmed at Aaa

-Class A-3, $101,915,000, affirmed at Aaa

-Class A-AB, $125,000,000, affirmed at Aaa

-Class A-4, $1,845,339,000, affirmed at Aaa

-Class A-1-A, $95,000,359, affirmed at Aaa

-Class A-M, $361,165,000, affirmed at Aaa

-Class A-J, $261,845,000, affirmed at Aaa

-Class X, Notional, affirmed at Aaa

-Class B, $27,088,000, affirmed at Aa1

-Class C, $54,175,000, affirmed at Aa2

-Class D, $27,087,000, affirmed at Aa3

-Class E, $22,573,000, affirmed at A1

-Class F, $45,146,000, affirmed at A2

-Class G, $31,602,000, affirmed at A3

-Class H, $45,145,000, affirmed at Baa1

-Class J, $40,632,000, affirmed at Baa2

-Class K, $36,116,000 affirmed at Baa3

-Class L, $13,544,000, affirmed at Ba1

-Class M, $18,058,000, affirmed at Ba2

-Class N, $18,058,000, affirmed at Ba3

-Class O, $4,515,000, affirmed at B2

-Class P, $13,544,000, downgraded to Caa1 from B3

-Class Q, $9,029,000, downgraded to Caa2 from Caa1

Moody's is downgrading Classes P and Q due to Moody's increased
projection of losses from specially serviced loans.

As of the May 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.2%
to $3.57 billion from $3.61 billion at securitization. The
Certificates are collateralized by 134 mortgage loans ranging in
size from less than 1.0% to 7.0% of the pool, with the top 10
loans representing 44.5% of the pool. The transaction includes one
loan with an investment grade underlying rating, representing 5.6%
of the pool.

No loans have been liquidated from the pool. Currently there are
four loans, representing 3.8% of the pool, in special servicing.
The largest specially serviced loan is the West Oaks Mall Loan
($81.3 million -- 2.3%), which is secured by a 507,000 square foot
shopping center located in Houston, Texas. The sponsor has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code and the center is being managed under the control
of a bankruptcy trustee. The center competes against two dominant
malls as well as a newly constructed upscale factory outlet retail
center. As of December 2007, in-line occupancy was 79.0% compared
to 86.6% at securitization. Moody's is estimating significant
losses from the four specially serviced loans.

Nineteen loans representing 15.2% of the pool are on the master
servicer's watchlist. The master servicer's watchlist includes
loans which meet certain portfolio review guidelines established
as part of the Commercial Mortgage Securities Association monthly
reporting package. As part of our ongoing monitoring of a
transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance. Not all loans
on the watchlist are delinquent or have significant issues.

Moody's was provided with year-end 2006 and 2007 operating results
for 98.0% and 48.9% of the pool, respectively. Moody's loan to
value ("LTV") ratio is 106.3% compared to 109.9% at Moody's last
full review in January 2008 and 103.8% at securitization.

The loan with an underlying rating is the One New York Plaza Loan
($200.0 million -- 5.6%), which is secured by a 2,417,000 square
foot, 50-story, Class A office building located in downtown
Manhattan. The property was 99.0% leased as of December 2007
compared to 95% at securitization. Major tenants include Wachovia
Securities (Moody's senior unsecured rating of parent, Wachovia
Bank N.A. is Aa1, negative outlook; 54.1% NRA; lease expiration
December 2014), The Goldman Sachs Group (Moody's senior unsecured
rating Aa3, stable outlook; 23.1% NRA; lease expiration September
2009 and December 2010) and Fried Frank Harris (15.9% NRA; lease
expiration February 2024). Moody's current underlying rating is
Baa2, the same as at last review.

The top three conduit loans represent 17.6% of the pool. The
largest conduit loan is the Investcorp Retail Portfolio Loan
($248.4 million -- 7.0%), which represents a pari passu interest
in a $312.2 million loan. The loan is secured by 29 retail
properties totaling 2,798,308 square feet. The properties are
located in Houston (15), Dallas (11) and San Antonio (3). The
portfolio was 86.0% occupied as of December 2007 compared to 93.0%
at securitization. Moody's LTV is 109.6%, the same as at last
review.

The second largest conduit loan is the J.P. Morgan International
Plaza I & II Loan ($190.6 million -- 5.3%), which is secured by
two office buildings totaling 756,900 square feet and located in
Farmers Branch, Texas. The buildings are 100.0% leased to J.P.
Morgan Chase (Moody's senior unsecured rating of parent, J.P.
Morgan & Incorporated, is Aa2, stable outlook) through February
2018. Moody's LTV is 114.2%, the same as at last review.

The third largest conduit loan is the 55 Corporate Drive Loan
($190.0 million -- 5.3%), which is secured by a three-building,
669,700 square foot office complex located in Bridgewater, New
Jersey. The property is 100.0% leased to Aventis Inc. (Moody's
senior unsecured rating of parent, Sanofi-Avenis, is A1, positive
outlook) through November 2023. Moody's LTV is 107.7%, the same as
at securitization.


GSC PARTNERS: Moody's Lifts Rating to Baa3 from Ba3 on $10MM Notes
------------------------------------------------------------------
Moody's Investors Service upgraded these notes issued by GSC
Partners CDO Fund II, Limited:

The $10,000,000 Class B Floating Rate Subordinated Notes due 2013

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

According to Moody's, the rating action is the result of
significant pay down of the notes and improvement in the senior
coverage tests.


GULFMARK OFFSHORE: Rigdon Deal Prompts Moody's to Affirm Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed GulfMark Offshore, Inc.'s Ba3
corporate family rating and probability of default rating
following the company's announcement of an agreement to purchase
Rigdon Marine Corporation.  Moody's also affirmed the B1
(LGD 5, 78%) rating on the company's $160 million of senior notes
due 2014.  However, Moody's notes that following the close of the
transaction, the B1 rating of the senior notes could be downgraded
to B2 due to the amount of senior secured debt that GulfMark is
expecting to assume as part of the Rigdon acquisition.  The
outlook is stable.

"Rigdon's relatively new fleet increases the quality and scale of
GulfMark's asset base while providing an important entry into the
Gulf of Mexico market," commented Pete Speer, Moody's Vice-
President/Senior Analyst.  "The strategic benefits of this
acquisition and GulfMark's strong financial position outweighed
Moody's concerns regarding the increased debt levels and the
inherent valuation and integration risks of an acquisition of this
size."

Under the terms of the agreement, GulfMark will acquire 100% of
Rigdon for $150 million in cash and approximately 2.1 million of
common stock, as well as an assumption of $268 million of debt.  
In addition, GulfMark will incur $19 million in committed capital
expenditures to complete the vessels currently under construction.  
The cash portion is expected to be financed through a combination
of cash on hand and borrowings under GulfMark's $175 million
senior secured credit facility.

GulfMark's Ba3 CFR is supported by the growing scale and quality
of its fleet as well as its stronger business profile following
the acquisition.  Rigdon is a private offshore support vessel
company with operations largely focused on the U.S. Gulf of Mexico
market.  The acquisition enhances GulfMark's geographic
diversification and reduces its reliance on its core North Sea
operations.  The Rigdon purchase will immediately increase
GulfMark's fleet by 23 vessels that have been constructed within
the past four years and with an additional six newbuilds under
construction that are scheduled for delivery through September
2009.  Moody's further notes that Rigdon's fleet appears to be
well suited to service deepwater drilling activities and that a
significant portion is currently under long-term contracts with
customers.

The ratings are restrained by the substantial increase in the
company's leverage to levels above its Ba3-rated peers.  As of
March 31, 2008, Moody's estimates that Debt/LTM EBITDA and
Debt/Capitalization increased from 1x and 19% to around 2.5x and
39% pro forma for the acquisition and additional debt,
respectively.  The company has stated its intention to use free
cash flow to significantly reduce debt following the close of the
transaction.

The stable outlook assumes that the acquired operations achieve
management's expectations and that GulfMark meets its forecasts
for earnings, cash flows and debt reduction over the near to
medium term.  However, the ratings could be pressured if weaker
than expected operational performance or market conditions reduce
GulfMark's ability to internally fund its rather full capital
spending commitments, the company further expands its newbuild
fleet expansion commitments and/or the company doesn't maintain
sufficient liquidity levels.

GulfMark Offshore, Inc., headquartered in Houston, Texas, is a
provider of offshore marine services primarily to oil and gas
exploration and production firms in the North Sea, Southeast Asia,
and the Americas.


HANOVER INSURANCE: S&P Upgrades Credit Rating to BBB- from BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Hanover Insurance Group Inc. to 'BBB-' from 'BB+'.
     
Standard & Poor's also said that it raised its counterparty credit
and financial strength ratings on Hanover Insurance Co., Citizens
Insurance Co. of America, and THG's other rated property/casualty
affiliates to 'A-' from 'BBB+'.
     
The outlook on THG and Hanover is stable.
      
"The rating actions reflect the company's good competitive
position and the successful execution of management's strategy to
refocus the company on its property/casualty business," explained
Standard & Poor's credit analyst John Iten.  "They were also based
on its improved operating performance, strong capital position,
and very strong financial flexibility."
     
Over the past two years, Hanover's underwriting results have
improved significantly.  Operating company capitalization at year-
end 2007 was strong for the rating level.  Another positive factor
is the favorable outcome in 2007 of litigation in Louisiana over
the flood exclusion language in Hanover's policies and its
applicability to flooding caused by levee breaks during Hurricane
Katrina.
     
Offsetting factors include the geographic concentration of
Hanover's personal lines business and a relatively high level of
turnover among personal auto policyholders.  In addition, Hanover
has a relatively high expense structure that has positioned the
company for profitable growth but leaves it somewhat vulnerable if
premium volume were to decline as the soft market progresses.  
Hanover generates about 40% of personal lines premiums in
Michigan, a state experiencing difficult economic conditions.  The
company's GAAP expense ratio improved in 2007 but continues to be
somewhat high relative to peers.
     
Hanover is a regional property/casualty insurer with a strong
presence in Michigan and a good position in the Northeast.  The
company writes predominantly personal lines, which constituted
about 61% of total net premiums written in 2007.  Hanover also has
a significant book of commercial business that is growing faster
than the personal lines book.
     
Standard & Poor's expects that Hanover's underwriting performance
will remain strong in 2008.  This expectation reflects anticipated
further improvement in the expense ratio and some favorable prior-
year loss reserve development, offset by a higher current
accident-year loss ratio, driven primarily by deterioration in
pricing in commercial lines.  S&P also expect further improvement
in the expense ratio in 2009.
     
Net premiums written will likely grow in 2008 at a low-single-
digit rate.  Personal lines should benefit from an increase in
policy count in personal auto and increased homeowner rates.  
Commercial lines premium volume will benefit from the sale of
newer specialty products--recently augmented by the acquisition of
two small specialty writers--though rate declines in standard
commercial lines will partially offset this growth.

Hanover's capital adequacy should improve further in 2008 because
S&P expect dividends from Hanover's life company affiliate to meet
THG's cash requirements, allowing Hanover to continue growing its
surplus.  Another source of cash for the holding company is its
own substantial holdings of unaffiliated investments.  S&P expect
that financial leverage will remain very conservative in 2008.


HEXCEL CORP: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Hexcel Corporation's corporate
family and probability of default ratings of Ba3.  At the same
time, the rating agency lowered the rating on the company's senior
secured bank credit facilities to Ba1 from Baa3, reflecting a
proposed increase to the term loan.  The larger amount of secured
bank debt, while beneficial to the company's liquidity profile,
caused recovery expectations on the bank debt to decline as it
will represent a higher proportion of liabilities in downside
scenarios.  The B1 rating on the company's subordinated notes was
not affected.  The outlook remains stable.

Hexcel has proposed to exercise a portion of an "accordion"
feature in its bank credit agreement.  This would increase the
term loan by $80 million to a pro forma total of approximately
$168 million.  The company intends to use the proceeds to reduce
outstandings under its $125 million revolving credit facility and
for other general corporate purposes.  At the end of March 2008,
roughly $56 million had been borrowed and some $14 million of
letters of credit were issued against the revolving credit
commitment, leaving roughly $55 million of unused capacity.  On a
pro forma basis as of the same date, revolving credit usage would
be reduced to nil, and, net of letter of credit utilization,
unused capacity would be increased to $111 million.

In Moody's opinion, Hexcel's revenue growth in 2008 could involve
incremental working capital requirements, which, in addition to
planned capital expenditures, could result in negative free cash
flow for the year.  Consequently, Moody's views the increase in
the term loan as an enhancement to the company's liquidity profile
as financial flexibility will be improved through the effective
increase in untapped capacity under the revolving credit.  
Although there may be a slight increase in total indebtedness as a
result of the incremental funding, the increase was not considered
material in the context of the company's strong earnings and
growth prospects over the intermediate term, modest leverage and
solid interest coverage metrics.  As a result, the Ba3 corporate
family rating and stable outlook are unchanged.

Ratings affirmed and up-dated loss given default assessment:

  -- Corporate Family, Ba3
  -- Probability of Default, Ba3
  -- $225 million senior subordinated notes, B1 (LGD-5, 72%)

Ratings lowered with revised term loan amount and updated loss
given default assessments:

  -- $125 million secured revolving credit facility, Ba1
     (LGD-2, 17%) from Baa3 (LGD-2, 14%)

  -- $168 million secured term loan, Ba1 (LGD-2, 17%) from Baa3
     (LGD-2, 14%)

The last rating action was on April 28, 2008 at which time the
corporate family rating was affirmed and ratings on the bank debt
were upgraded.

Hexcel Corporation, headquartered in Stamford, Connecticut, is a
leading advanced structural materials company.  It develops,
manufactures and markets lightweight, high-performance structural
materials, including carbon fibers, reinforcements, prepregs,
honeycomb, matrix systems, adhesives and composite structures,
used in commercial aerospace, space and defense, and certain
industries.  Revenues in 2007 were approximately $1.2 billion.


HIGHGATE ABS: Moody's to Review Ratings on Possible Further Cut
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Highgate ABS CDO, Ltd.:

Class Description: US$601,200,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2046

Prior Rating: Aaa

Current Rating: Baa3, on review for possible downgrade

Class Description: US$71,918,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

Prior Rating: Aaa

Current Rating: B1, on review for possible downgrade

Class Description: US$50,201,000 Class B Third Priority Secured
Floating Rate Notes Due 2046

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$9,018,000 Class C Fourth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2046

Prior Rating: A2

Current Rating: C

Class Description: US$8,642,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2046

Prior Rating: Baa2

Current Rating: C

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


HOME INTERIORS: To Cut 83 Night Jobs & 24 Management Positions
--------------------------------------------------------------
Dallas Business Journal reports that Home Interiors & Gifts Inc.,
will slash 83 night jobs at its Carrollton, Texas, warehouse
effective July 31, 2008.

In a filing with the Texas Workforce Commission, Home Interiors
said affected employees will have the opportunity to move to the
day shift instead of being laid off, the report relates.

Home Interior will also slash 24 sales and management positions at
its Carrollton facility, effective on the same date.

"We anticipate that additional separations will occur; however, we
do not currently know the date(s) on which these separations will
occur," the company said in the filing, according to Dallas
Business Journal.

The report also relates that Home Interiors in April closed its
Dallas Woodcraft Co. unit, which it acquired  in the early 1980s.  
The Dallas plant employed 109 and will close its doors June 30,
according to the Texas Workforce Commission, the report says.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has appointed seven
entities to serve on the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HUBCO INC: Section 341(a) Meeting Set for Thursday
--------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
creditors of HUBCO Inc. at 10:00 a.m., on Thursday, June 5, 2008,
at 515 Rusk Avenue, Suite 3401, in Houston, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Houston, Texas-based HUBCO Inc. -- http://www.hubcoinc.com/--  
manufactures textile products.  It filed its chapter 11 petition
on April 17, 2008 (Bankr. S.D. Texas Case No. 08-32465).  Judge
Jeff Bohm presides over the case.  Margaret Maxwell McClure, Esq.,
represents the Debtor in its restructuring efforts.


HUNTER'S POINT: Owners Partner with Synergy Golf Course
-------------------------------------------------------
Gregory and Jeanette Bullock, owners of Hunter's Point Golf and
Country Club, have reached an agreement to bring on Nevada-based
Synergy Golf Course Management as a partner, IdahoStatesman.com
reports.

Pending approval by the U.S. Bankruptcy Court for the District of
Idaho in Boise, the Bullocks expect to open the course to members
on a limited basis this summer and to the public next spring,
IdahoStatesman.com says.

Chadd Cripe at IdahoStatesman.com says Hunter's Point, which was
designed by renowned architect Gene Bates, should immediately
become one of the state's top courses.

"The reality of it is we're going to get there," Mr. Cripe quotes
Mr. Bullock as saying.  "It's just the road has changed direction,
but you're still going to get to the end. You keep your eye on
that and everything is going to be fine."

According to IdahoStatesman.com, Ms. Bullock said, "This is not a
white-flag situation."

The development calls for 613 units -- a combination of single-
family homes, patio homes, condos and townhomes.  
IdahoStatesman.com reports Hunter's Point has sold 160 lots so
far.  

The golf club has sold all 50 of its charter memberships and the
Bullocks hope for more sales when they make more memberships
available, probably next spring.

Synergy, which is headquartered in Sparks, Nevada, owns three
courses in California and Nevada, IdahoStatesman.com says.

Hunter's Point Golf Community, LLC, of Nampa, Idaho, filed for
chapter 11 bankruptcy protection on May 16, 2008 before the U.S.
Bankruptcy Court for the District of Idaho in Boise (Case No. 08-
00933).  Gregory Bullock, its managing member, filed the petition
on behalf of the Debtor.

IdahoStatesman.com says owners Greg and Jeanette Bullock plan to
file separately for their entity that owns the surrounding housing
development.

The Debtor is represented by Howard R. Foley, Esq., at Foley
Freeman PLLC, in Meridian, Idaho.  When it filed for bankruptcy,
the Debtor disclosed $3,913,400 in total assets and $16,314,584 in
total debts.


IMAC CDO: Moody's Cuts Notes Rating, to Undertake Review
--------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
IMAC CDO 2006-1, Ltd.:

Class Description: US$75,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

Prior Rating: A2, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$110,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2051

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$16,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2051

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Ca

Class Description: US$35,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2051

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

Class Description: US$5,500,000 Class D Fifth Priority Senior
Secured Floating Rate Notes due 2051

Prior Rating: B2, on review for possible downgrade

Current Rating: Ca

Class Description: US$20,000,000 Class E Sixth Priority Senior
Secured Deferrable Floating Rate Notes due 2051

Prior Rating: Ca

Current Rating: C

Class Description: US$20,000,000 Class F Seventh Priority
Mezzanine Secured Deferrable Floating Rate Notes due 2051

Prior Rating: Ca

Current Rating: C

Class Description: US$3,500,000 Class G Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2051

Prior Rating: Ca

Current Rating: C

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


INDUSTRIAL DEVELOPMENT: Fitch Cuts Rating on $35MM Bonds to 'B'
---------------------------------------------------------------
Fitch has downgraded to 'B' from 'A-' the rating on the
$35 million convention center facilities excise tax revenue bonds,
series 2005 (taxable) of the Industrial Development Authority of
the County of Yavapai, Arizona.  Fitch originally assigned an 'A-'
rating to the bonds on Nov. 1, 2005.  Bond proceeds were used to
construct a 5,000 seat convention and events center in Prescott
Valley and also provided for capitalized interest and a debt
service reserve fund.  The Rating Outlook is Negative.

Fitch takes this action in response to an event of default
reported by Well Fargo Bank, NA serving as trustee.  According to
the trustee, Prescott Valley Events Center LLC did not transmit
funds required for the Oct. 1, 2007 debt service payment on the
bonds.  The trustee then drew upon the debt service reserve fund
in the amount of $1,171,677.90 to make the required payment.  The
trustee reported these events, along with the borrower's reported
failure regarding other obligations, in a letter to bondholders
dated April 18, 2008.  According to the trustee, sufficient funds
were transferred for the April 1, 2008 debt service payment on the
bonds.  However, the debt service reserve fund has not been
replenished.

Fitch's action also reflects concern regarding declining
transaction privilege tax revenues in Prescott Valley in recent
months and the inability of the facility to generate any pledged
net income that would contribute to debt service payments.  
Because of these two factors, Fitch has serious concerns regarding
the sufficiency of pledged revenues to meet debt service
requirements over the near term, at a minimum.  Fitch will
continue to monitor revenue generation over the coming months and
may take additional rating action regarding the series 2005 bonds
if necessary.

The bonds are secured by a loan agreement to the borrower,
Prescott Valley Events Center LLC, which constructed and operates
the multipurpose events facility.  Repayment resources include net
operating income from the facility, as well as TPT revenues from
the facility and those generated within a designated entertainment
district in Prescott Valley.  

Further repayment support includes TPT revenues from an additional
commercial area adjacent to the entertainment district.  Fitch's
rating relies primarily on this last source, as net operating
income has yet to be realized and taxes from the facility and the
designated entertainment district have provided insufficient
revenue to cover debt service.  Total pledged revenue is projected
to provide just above one time coverage in fiscal 2009, but
coverage could be jeopardized if TPT revenue falls below projected
levels.  Town-wide sales tax revenue is down 16% in fiscal 2008
through March from fiscal 2007 levels.

Prescott Valley Events Center LLC was formed by Global
Entertainment Corp. and Prescott Valley Signature Entertainment
LLC to develop, construct, and operate the project.  GEC is a
sports entertainment and media company that operates in small to
mid-sized markets and also owns the Western Professional Hockey
League.  PVSE is wholly owned by Fain Signature Group which is a
privately held company that is a large commercial, industrial, and
residential developer in Yavapai County.

The project is located in the Town of Prescott Valley, Arizona,
roughly 90 miles northwest of Phoenix.  In keeping with the master
plan to develop a town center in Prescott Valley, this events
center anchors a designated entertainment district, which is
comprised of numerous retail and restaurant concerns.


INTEREP NATIONAL: Judge Drain Approves Disclosure Statement
-----------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York approved the Joint Disclosure
Statement explaining the Joint Chapter 11 Plan of Reorganization
Interep National Radio Sales Inc. and its debtor-affiliates filed
on April 23, 2008.  Judge Drain held that the Joint Disclosure
Statement contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code.

The Court will hold a hearing on July 14, 2008, at 10:00 a.m., to
consider confirmation of the plan.  Confirmation objections, if
any, are due July 7, 2008.

Judge Drain also approved procedures the Debtors proposed for the
solicitation and tabulation of plan votes.  Deadline for voting on
the plan is June 25, 2008.

                       Overview of the Plan

The Plan provides recoveries to creditors that may result in
the payment in full of all allowed secured, priority and unsecured
creditors.  All existing equity interests of the Debtors --
including all existing preferred and common stock -- will be
canceled and discharged, and the holders will receive no
distribution under the Plan.

In exchange for the notes, the noteholders will receive their pro
rata share of:

   a) 100% of the New Common Stock of Reorganized Debtors,
      subject to dilution by up to 15% by additional shares or
      units of New Common Stock issued pursuant to a certain
      Employee Incentive Plan; and

   b) secured promissory notes in the aggregate principal amount
      of $40 million, which have a ten-year bullet maturity and
      provide for the payment-in-kind of interest until the
      maturity.

As part of the Plan, a new board of directors for reorganized
Debtors will be appointed and comprised of (i) a new Debtors'
chief executive officer; and (ii) six directors to be nominated.

The identities and affiliations of all board members will be
disclosed before the plan confirmation hearing.

                           Financing

OCM Principal Opportunities Fund III, L.P., OCM Principal
Opportunities Fund IIIA, L.P. and Silver Point Capital L.P. agree
to provide $25 million in senior secured debtor-in-possession
credit facility to the Debtors.  The Debtors and the lenders are
presently in talk in regards of the term of another exit facility
of at most $50 million to finance payments of debts and provide
additional capital.

The lenders hold majority of the Debtors' 10% senior subordinated
notes due July 1, 2008, in the amount of $99 million in the
aggregate.

                       Treatment of Claims

Under the Plan, these creditors are expected to receive a 100%
recovery including:

   -- administrative claims;
   -- priority tax claims;
   -- priority non-tax claims;
   -- secured claims;
   -- intercompany claims; and
   -- subsidiary equity interest.

On the Plan effective date, each holder of noteholder claim,
totaling $101,475,000, will receive a pro rata share of the new
common stock, subject to dilution by 15% pursuant to a certain
employee incentive plan, and new second lien notes.  General
Unsecured creditors holding $6,900,000 in claims will also receive
a pro rata share and expect a 100% recovery of their claims.

Holders of Section 510(b) Claims and Old Equity Interest will not
receive any distribution.  Claims will be canceled on the Plan
effective date.

A full-text copy of the Joint Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2b14

A full-text copy of the Joint Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?2b15

                    About Interep National

Headquartered in New York, New York, Interep National Radio Sales,
Inc. -- http://www.interep.com/-- are independent sales and
marketing companies that specialize in radio, the Internet,
television and complementary media.  With 16 offices across the
U.S., they serve radio and television station clients and
advertisers in all 50 states and beyond.  The company and 14 of
its affiliates filed for Chapter 11 protection on March 30, 2008
(Bankr. S.D.N.Y. Lead Case No.08-11079).

Erica M. Ryland, Esq., at Jones Day, represents the Debtors in
their restructuring efforts.  No Official Committee has been
appointed in the cases to date.  The Debtors selects Kurztman
Carson Consultants LLC as claims, noticing and balloting agent.  
When the Debtor filed for protection from their creditors, it
listed between $50 million and $100 million in asset and between
$100 million and $500 million in debts.


JAM ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:  J.A.M. Enterprise, LP
         128 East Main Street
         Evans City, PA 16033

Bankruptcy Case No.: 08-23589

Chapter 11 Petition Date: May 30, 2008

Court:  Western District of Pennsylvania (Pittsburgh)

Judge:  M. Bruce McCullough

Debtor's Counsel: Gary V. Skiba, Esq.
                  Yochim, Skiba, Moore & Nash
                  345 West 6th Street
                  Erie, PA 16507
                  Tel: (814) 454-6345
                  Fax: (814) 456-6603
                  E-mail: gskiba@yochim.com

Estimated Assets: $0 to $50,000

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

Debtor's six largest unsecured creditors are:

   Entity                                Amount
   ------                                ------
Uni-Marts, Inc.                      $1,304,346.73
477 East Beaver Avenue
State College, PA 16801-5690

PNC Bank, NA                           $332,342.62
249 Fifth Ave.
MAILSTOP P1-POPP-LB-7
Pittsburgh, PA 15222              SECURED VALUE:
                                        $49,657.34

Liberty Candy Company                   $37,000.00
920 Irwin Run Road
West Mifflin, PA 15122

PA Department of Revenue                $13,190.70
1200 Fulling Mill Road
Middletown, PA 17057

Red Bull Distributing Pittsburgh         $5,300.00
210 Commerce Park Drive
Cranberry Twp., PA 16066

Waste Management                           $500.00
2421 West Peoria Ave., Ste 210
Phoenix, AZ 85029


JAMES TRANSPORT: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Transport, Inc.
        3260 E Annadale Ave
        Fresno, CA 93725

Bankruptcy Case No.: 08-13108

Type of Business: The Debtor provides  transportation services,
                  including truckload, warehousing and brokerage.
                  See: http://www.jamestransport.com

Chapter 11 Petition Date: May 30, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  5200 N Palm Ave #211
                  Fresno, CA 93704
                  Phone: (559) 225-6550

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

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

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/ced-0813108.pdf


JETBLUE AIRWAYS: Prices 5.5% Convertible Debentures Offering
------------------------------------------------------------
JetBlue Airways Corporation disclosed the pricing of its public
offering of 5.5% Convertible Debentures due 2038.  The offering
size was increased from $160 million to $175 million, divided into
two series of debentures, each in the amount of $87.5 million.  
The sale of the debentures is expected to close on June 4, 2008
subject to various customary closing conditions.

The debentures of one of the series will be convertible into
shares of JetBlue's common stock at a conversion rate of 220.6288
shares per $1,000 principal amount of debentures (which is
equivalent to a conversion price of approximately $4.53 per
share), subject to adjustment.  The debentures of the other series
will be convertible into shares of JetBlue’s common stock at a
conversion rate of 225.2252 shares per $1,000 principal amount of
debentures (which is equivalent to a conversion price of
approximately $4.44 per share), subject to adjustment.  Both
series of debentures will bear interest at a rate of 5.5% per
annum payable on April 15 and October 15 of each year, beginning
Oct. 15, 2008.  Holders of one series of the debentures may
require JetBlue to repurchase all or any portion the debentures on
Oct. 15, 2013, and holders of the other series may require JetBlue
to repurchase all of any portion of the debentures on Oct. 15,
2015.

Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. served
as joint book-running managers for the debenture offering.  
JetBlue has granted the underwriters of the debentures a 30-day
over-allotment option to purchase up to an additional
$13.1 million principal amount of each series of debentures.

The debentures will be general senior obligations of JetBlue,
secured by two escrow accounts, one for each series of debentures.  
JetBlue plans to use the net proceeds from the offering to deposit
in each escrow account a portion of the net proceeds equal to the
sum of the first six scheduled semi-annual interest payments for
the respective series of debentures.  JetBlue intends to use the
remaining net proceeds from the offering towards repayment of up
to $175 million principal amount of its 3.5% convertible notes due
2033 which will become subject to repurchase by JetBlue at the
holders’ option on July 15, 2008.  To the extent there are
remaining net proceeds, JetBlue intends to use them for general
corporate purposes.

                       About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-point
routes.  As of Dec. 31, 2007, the company served 53 destinations
in 21 states, Puerto Rico, Mexico and the Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet showed
$5.598 billion in total assets, $4.562 billion in total
liabilities, and $1.036 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Moody's Investors Service downgraded the corporate family rating
of JetBlue Airways Corporation to Caa1 from B3, well as the
ratings of its outstanding corporate debt instruments and selected
classes of JetBlue's Enhanced Equipment Trust Certificates.  The
rating outlook is negative.


JETBLUE AIRWAYS: Grants Options to Underwriters to Buy Debentures
-----------------------------------------------------------------
JetBlue Airways Corporation entered into an underwriting agreement
with Morgan Stanley & Co. Inc. and Merrill Lynch, Pierce, Fenner &
Smith Inc. on May 29, 2008, relating to the sale by the company of
$87.5 million aggregate principal amount of 5.5% Convertible
Debentures due 2038 and $87.5 million aggregate principal amount
of 5.5% Convertible Debentures due 2038.  Pursuant to the
Convertible Debenture Underwriting Agreement, the company granted
the Convertible Debenture Underwriters options to purchase up to
an additional $13.1 million of the aggregate principal amount of
the Debentures solely to cover over-allotments.

Each of Series A Convertible Debentures and Series B Convertible
Debentures will be issued under a senior subordinated indenture,
dated as of March 16, 2005, between JetBlue Airways and Wilmington
Trust Company, as trustee, supplemented by a supplemental
indenture with respect to the Series A Convertible Debentures, to
be dated as of June 4, 2008, between the company and the Trustee
and a supplemental indenture with respect to the Series B
Convertible Debentures, to be dated as of June 4, 2008, between
the company and the Trustee.

A full-text copy of the Underwriting Agreement for Debentures is
available for free at http://ResearchArchives.com/t/s?2d24

         Common Stock Offering and Share Lending Agreement

Concurrently with the Debentures offering, on May 29, 2008, the
company entered into a share lending agreement with Morgan Stanley
Capital Services, Inc., pursuant to which the company will lend
44,864,059 shares of common stock, par value $0.01 per share, of
the company to the Share Borrower, subject to certain adjustments
set forth in the Share Lending Agreement, for a period ending on
the earliest of:

   (i) the earlier to occur of (x) the first date as of which all
       of the Debentures have been converted, repaid, repurchased,      
       redeemed or are otherwise no longer outstanding and (y)
       Oct. 15, 2038, or

  (ii) the date on which the Share Lending Agreement terminates in
       accordance with its terms.

The Share Lending Agreement is guaranteed by Morgan Stanley.

On May 29, 2008, JetBlue Airways entered into an underwriting
agreement with Morgan Stanley & Co. Incorporated.  Pursuant to and
upon the terms of the Share Lending Agreement, the company will
issue and lend to the Share Borrower 44,864,059 shares of Common
Stock as a share loan, which are being offered to the public at
$3.70 per share.

The company will not receive any proceeds from the sale of the
Borrowed Shares pursuant to the Share Lending Agreement but will
receive a nominal lending fee of $0.01 per share for each share of
Common Stock that it loans pursuant to the Share Lending
Agreement.  The Share Borrower, which is an affiliate of Morgan
Stanley & Co. Inc., one of the Convertible Debenture Underwriters
and the Common Stock Underwriter, will receive all of the proceeds
from the sale of Borrowed Shares pursuant to the Share Lending
Agreement.

A full-text copy of the Underwriting Agreement for Common Stock is
available for free at http://ResearchArchives.com/t/s?2d25

A full-text copy of the Share Lending Agreement is available for
free at http://ResearchArchives.com/t/s?2d26

                       About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-point
routes.  As of Dec. 31, 2007, the company served 53 destinations
in 21 states, Puerto Rico, Mexico and the Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet showed
$5.598 billion in total assets, $4.562 billion in total
liabilities, and $1.036 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Moody's Investors Service downgraded the corporate family rating
of JetBlue Airways Corporation to Caa1 from B3, well as the
ratings of its outstanding corporate debt instruments and selected
classes of JetBlue's Enhanced Equipment Trust Certificates.  The
rating outlook is negative.


JETBLUE AIRWAYS: Fitch Rates $175MM Conv. Debentures 'CCC-/RR6'
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC-/RR6' to JetBlue
Airways Corp.'s newly-issued $175 million in convertible
debentures.  The debentures, issued in a two-part offering, each
with a 5.5% coupon, mature in 2038.  JBLU may redeem the Series A
debentures beginning in October 2013 and the Series B debentures
beginning in October 2015.  The conversion price for the Series A
debentures is $4.53, while the conversion price for the Series B
debentures is $4.44.

JBLU will deposit cash in an escrow account equal to the first six
interest payments for each series of debentures.  Net proceeds
from the debentures will be used to repay JBLU's outstanding 3.5%
convertible notes due 2033.  The Rating Outlook for JBLU is
Negative.

Fitch's ratings on JBLU reflect the dramatic run-up in jet fuel
costs and growing evidence of a softening revenue outlook that
will likely drive larger losses and weakened free cash flow during
the remainder of 2008.  Although the $300 million equity
investment by Germany's Deutsche Lufthansa AG helped boost JBLU's
liquidity position in the first quarter, Fitch expects cash
balances to remain under pressure over the next several months as
JBLU and the other U.S. airlines continue to trim unprofitable
capacity in the face of unsustainably high jet fuel prices.  

While JBLU's fleet plan flexibility provides some opportunity to
manage capacity growth lower in 2008 and 2009, additional cash-
raising options are limited, and the carrier's liquidity cushion
will likely be eroded somewhat as operating losses continue and
debt maturities are met without the benefit of positive free cash
flow.

The 'B-' Issuer Default Rating reflects JBLU's highly-leveraged
capital structure, its diminished cash flow generation capacity
and its vulnerability to ongoing fuel and revenue shocks in an
industry that remains unable to recover surging and largely
uncontrollable energy costs through higher fares.  Importantly,
the rating also captures the fact that JBLU's current liquidity
position is adequate to meet 2008 fixed obligations, but intense
fuel cost pressure and worsening unit revenue comparisons through
the year will likely reduce cash balances by year-end.  

In addition to scheduled aircraft-backed debt principal payments
this year, JBLU will fund $175 million in convertible notes that
investors can put back to the company on July 15.  The current
$175 million debenture issuance largely meets the cash requirement
to fund that payment in July.  Total scheduled debt maturities for
the final three quarters of 2008 are $343 million.

Besides the Lufthansa investment proceeds booked in January,
liquidity will be supplemented by the sale of nine used Airbus
A320 aircraft this year.  These sales could generate as much as
$100 million in cash after repayment of associated aircraft debt.  
All A320 and Embraer E190 aircraft deliveries for 2008 are
financed, and JBLU announced on May 27 that it had successfully
deferred the delivery of 21 A320s previously scheduled for
delivery in 2009, 2010 and 2011.  This deferral will reduce new
financing requirements while supporting liquidity through better
free cash flow and the return of some pre-delivery deposits.


JEVIC TRANSPORTATION: Wants Access to CIT's $60,000,000 Facility
----------------------------------------------------------------
Jevic Transportation Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to borrow up to $60,000,000 in debtor-in-possession financing
under a revolving credit facility from a syndicate of banks led by
The CIT Group/Business Credit, Inc., as administrative agent for
lenders.

Other lenders are (i) Wachovia Bank, N.A., (ii) PNC Bank, N.A.,
(iii) LaSalle Bank Midwest National Association and (iv) BMO
Capital Markets Financing Inc.

The Debtors also seek the Court's permission to use their
prepetition lenders' cash collateral until July 8, 2008.

On July 28, 2006, the Debtors entered into a $101,200,000 secured,
credit agreement, as amended, with CIT and certain other lenders.  
The facility consisted of a $85,000,000 revolving facility and a
$16.2 million term loan.  The term loan was eliminated and the
revolving facility was reduced to $55 million.  At Dec. 31, 2007,
the Debtors have borrowed at least $25,4000 and $27,800,000 of
letters of credit outstanding under the revolving facility.

The Debtors have defaulted in their obligations on fixed charge
coverage ratios as of Sept. 30, 2007, and Dec. 31, 2007.  The
Debtors entered into a forbearance agreement with the lenders that
expired without extension on May 12, 2008.

The proceeds of the DIP facility will be used to pay operating
expenses including costs associated with the liquidation of the
Debtors' business operations.

According the DIP agreement, the loans will bear interest at prime
rate plus 2.5%.  The committed $60,000,000 facility will terminate
and become due on Aug. 30, 2008.

The DIP lien is subject to a $1,335,000 "carve-out" for payment of
allowed professional fees retained by the Debtors and the
committee.

The Debtors agree to pay a host of fees including a $200,000
upfront fee and a $350,000 in deferred fee.  Any fees will be
afforded an administrative priority status under Section 503(b) of
the Bankruptcy Code.

A full-text copy of the Debtor-in-Possession Agreement is
available for free http://ResearchArchives.com/t/s?2d31

A full-text copy of the Cash Collateral Budget is available for
free at http://ResearchArchives.com/t/s?2d15

                  About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company    
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.    The U.S. Trustee for Region 3
has not appointed creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors' filed for protection
against their creditors, they listed assets and debts between $50
million to $100 million.


JEVIC TRANSPORTATION: Wants to Hire Epiq as Claims Agent
--------------------------------------------------------
Jevic Transportation Inc. and its debtor-affiliates ask the U.S.
Bankruptcy court for the District of Delaware for permission to
employ Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent.

Epiq Bankruptcy is expected to:

   a) prepare and serve required notices in these cases,
      including, without limitation, notice of commencement of the
      cases and the initial meetings of creditors under Section  
      341(a) of the Bankruptcy Code, notice of the claims bar
      date, notices of objections to claims and notices of
      hearings on a disclosure statement of plan of
      reorganization;

   b) prepare for filing with clerk's office an affidavit of
      service for notices served by Epiq;

   c) maintain copies of all proofs of claims and proofs of
      interest filed in these cases;

   d) maintain an official claims register by docketing all proofs
      of claims and proofs of interest in a claims database that
      includes the name and address of the claimant or interest
      holder, date the proofs of claim or proof of interest was
      received, claim number assigned to the proof of claim or
      proof of interest, the amount asserted in the proof of claim
      or proof of interest, and the classification of the claim;

   e) maintain a current mailing list for all entities that have
      filed proofs of claim or proofs of interest;

   f) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and give notice of such transfers as required by
      that rule;

   g) provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating ballots; and

   h) provide such other claim, noticing and balloting services as
      may be requested by the Debtors or the clerk from time to
      time.

The firm's professionals and their compensation rates are:

     Designations                 Hourly Rates
     ------------                 ------------
     Senior Case Manager           $203-$248
     Case Manager (Level 1)        $167-$198
     IT Programming Consultant     $126-$171
     Case Manager (Level 2)        $113-$158
     Clerk                         $36-$54

To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                   About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company    
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  The U.S. Trustee for Region 3
has not appointed creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors' filed for protection
against their creditors, they listed assets and debts between
$50 million to $100 million.


JONES WYCHE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jones Wyche Development Group Inc.
        3473 South King Drive
        Chicago, IL 60616

Bankruptcy Case No.: 08-13415

Description: Larry Jones, president, filed the petition on the
             Debtor's behalf.

Chapter 11 Petition Date: May 27, 2008

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Melvin J. Kaplan, Esq.
                  (grodriguez@financialrelief.com)
                  Melvin J. Kaplan & Associates
                  14 East Jackson Boulevard
                  Chicago, IL 60604
                  Tel: (312) 294-8989
                  Fax: (312) 294-8995

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

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

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


JP MORGAN: Moody's Places Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by J.P. Morgan Chase Commercial Mortgage
Securities Trust 2008-C2.  The provisional ratings issued on
May 2, 2008 have been replaced with these definitive ratings:

  -- Class A-1 $23,396,000, rated Aaa
  -- Class A-2, $68,126,000, rated Aaa
  -- Class A-3, $105,514,000, rated Aaa
  -- Class A-4, $354,554,000, rated Aaa
  -- Class A-4FL, $145,000,000, rated Aaa
  -- Class A-SB, $54,460,000, rated Aaa
  -- Class A-1A, $65,075,000, rated Aaa
  -- Class A-M, $116,589,000, rated Aaa
  -- Class A-J, $61,209,000, rated Aaa
  -- Class B, $14,574,000, rated Aa1
  -- Class C, $14,574,000, rated Aa2
  -- Class D, $10,201,000 rated Aa3
  -- Class E $10,202,000, rated A1
  -- Class F, $13,116,000, rated A2
  -- Class G, $11,659,000, rated A3
  -- Class H, $16,031,000, rated Baa1
  -- Class J, $14,574,000, rated Baa2
  -- Class K, $14,573,000, rated Baa3
  -- Class L, $8,745,000, rated Ba1
  -- Class M, $4,372,000, rated Ba2
  -- Class N, $5,829,000, rated Ba3
  -- Class P, $4,372,000, rated B1
  -- Class Q, $2,915,000, rated B2
  -- Class T, $4,372,000, rated B3
  -- Class X, $1,165,893,035*, rated Aaa

  * Approximate notional amount

Moody's has withdrawn the provisional ratings of these class of
certificates:

  -- Class A-2FL, $15,000,000, WR
  -- Class X-1, $0, WR


KEOKUK HEALTH: Moody's Affirms KAH's B3 Debt Rating
---------------------------------------------------
Moody's Investors Service affirmed Keokuk Area Hospital's B3 debt
rating. This action affects approximately $6.5 million of
outstanding Series 1998 revenue bonds issued by the City of
Keokuk, IA. The outlook remains negative.

Legal Security: The Series 1998 bonds are secured by a gross
revenue pledge of KAH. KAH is the only member of the obligated
group. KAH is a member of the Keokuk Health System, Inc.

KAH represents approximately 72% of KHS total assets. Other
affiliates of KHS include: Organized Delivery System, Inc. (ODS),
a small local health plan; Tri-State Medical Group (TSMG), a local
physician practice; and Keokuk Area Medical Equipment and Supply,
Inc.

Interest Rate Derivatives: None.

                          Strengths

*Improved operating performance in 2007. In audited fiscal year
(FY) 2007, KAH recorded operating income of $478,000 (1.5%
operating margin, after losses on disposition of property and
equipment removed from results) and operating cash flow of $2.2
million (7.1% operating cash flow margin). In FY 2006, KAH
recorded much weaker results (3.6% operating loss margin, 2.3%
operating cash flow margin). The improved results in FY 2007 were
due to an improved reimbursement formula for Medicare Dependent
status hospitals and a 2.7% decline in operating expenses (due to
a wage freeze and a decline in KAH's average length of stay). KAH
continued to be profitable through the first five months of FY
2008 (0.3% operating margin).

*Adequate debt ratios (4.3 times debt-to-cash flow, 2.1 times peak
debt service coverage) due to improved operating performance in FY
2007.

*Market leader in the City of Keokuk, IA, as the closest acute
care providers are 50-staffed bed Fort Madison Community Hospital
(19 miles north of Keokuk in Fort Madison, IA) and 15-staffed bed
Memorial Hospital (16 miles east of Keokuk in Carthage, IL).
Moreover, KAH faces very little physician competition in the area.

                          Challenges

*KAH has very thin liquidity. At fiscal year end (FYE) 2007, KAH's
unrestricted cash measured $1.5 million, essentially unchanged
from FYE 2006. Due to the decline in KAH's expense base, cash on
hand improved very modestly to a still weak 19.0 days at FYE 2007
from 18.5 days at FYE 2006, while cash-to-debt increased to a
modest 18.6% from 16.5%. KAH's liquidity position is a fundamental
credit concern. KAH's unrestricted cash measured $1.8 million at
February 29, 2008.

*Small service area with struggling demographics in Lee County,
IA. The county's population trend is stagnant-to-declining and its
median income level is below state and national averages.
Accordingly, KAH operates with a small patient base of just over
3,000 inpatient admissions and is very reliant on a handful of
physicians for admissions.

*Despite profitability in FY 2007 and in interim FY 2008, KAH has
a track record of variable operating performance. The hospital has
recorded operating losses in four of the last seven fiscal years.

*Very modest capital spending in recent years, as KAH's capital
spending ratio has averaged a low 0.3 times over the last five
years. Consequently, KAH's average age of plant has increased
steadily in recent years, measuring a high 16 years in FY 2007.
Outlook

The negative outlook reflects our concern that KAH's historically
variable operating performance will continue to stress the
hospital's already very thin liquidity. Given the track record of
modest cash flow generation, it is unlikely that KAH will improve
its liquidity position materially in the coming years.

What could change the rating -- UP

Material liquidity gains without additional debt; sustained
improvement in operating margins

What could change the rating -- DOWN

Return to weaker operating margins or reduction in absolute
unrestricted liquidity

                       Key Adjustments

Assumptions & Adjustments:

  -- Based on Keokuk Area Hospital financial report;

  -- First number reflects audited FY 2006 for the year ended
     September 30, 2006;

  -- Second number reflects audited FY 2007 for the year ended
     September 30, 2007;

  -- Losses on disposition of property and equipment removed from
     results ($9,918 in FY 2007, $515 in FY 2006);

  -- Investment returns smoothed at 6%


  * Inpatient admissions: 3,428; 3,297

  * Total operating revenues: $30.6 million; $31.4 million

  * Moody's-adjusted net revenues available for debt service: $1.1
    million; $2.5 million

  * Total debt outstanding: $9.3 million; $8.3 million

  * Maximum annual debt service (MADS): $1.2 million; $1.2 million

  * MADS Coverage with reported investment income: 0.93 times;
    2.07 times

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 0.94 times; 2.08 times

  * Debt-to-cash flow: 17.2 times; 4.3 times

  * Days cash on hand: 18.5 days; 19.0 days

  * Cash-to-debt: 16.5%; 18.6%

  * Operating margin: -3.6%; 1.5%

  * Operating cash flow margin: 2.3%; 7.1%

                      Rated Debt

Series 1998 Fixed Rate Hospital Revenue Bonds ($6.5 million
outstanding), rated B3.


KLEROS PREFERRED: Moody's Junks Rating on $144MM Notes Due 2052
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Kleros Preferred Funding VIII, Ltd.:

Class Description: US$2,400,000,000 Class A-1A First Priority
Senior Secured Delayed Draw Floating Rate Notes Due 2052

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Class Description: US$150,000,000 Class A-1B Second Priority
Senior Secured Floating Rate Notes Due 2052

Prior Rating: Aa2, on review for possible downgrade

Current Rating: B2, on review for possible downgrade

Class Description: US$180,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2052

Prior Rating: Aa3 on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$144,000,000 Class A-3 Fourth Priority Senior
Secured Floating Rate Notes Due 2052

Prior Rating: A1 on review for possible downgrade

Current Rating: Ca

Class Description: US$19,500,000 Class X Senior Secured Floating
Rate Notes Due 2013

Prior Rating: Aaa

Current Rating: Ca

Class Description: US$52,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2052

Prior Rating: A2 on review for possible downgrade

Current Rating: Ca

Class Description: US$26,500,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2052

Prior Rating: Baa3 on review for possible downgrade

Current Rating: C

Class Description: US$32,000,000 Class D Seventh Priority
Mezzanine Deferrable Floating Rate Notes Due 2052

Prior Rating: Ba3 on review for possible downgrade

Current Rating: C

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


KLEROS PREFERRED: Moody's to Review Caa1 Rating on $900MM Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes issued by Kleros Preferred Funding VII, Ltd., and left on
review for possible further downgrade the rating of one of these
classes of notes as:

Class Description: US$900,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053;

Prior Rating: A1, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Class Description: US$375,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053;

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

Class Description: US$75,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053;

Prior Rating: Caa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$69,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053;

Prior Rating: Caa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$41,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053;

Prior Rating: Caa3, on review for possible downgrade

Current Rating: Ca

Kleros Preferred Funding VII, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities. On January 30, 2008 the transaction experienced an
event of default caused by a failure of the Class A Sequential Pay
Ratio to be greater than or equal to the required amount set forth
in Section 5.1(h) of the Indenture dated April 5, 2007. That event
of default is continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of the Class A-1
Notes issued by Kleros Preferred Funding VII, Ltd. is on review
for possible further action.


KLEROS PREFERRED: Moody's to Review Ca Rating on $300MM Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
of notes issued by Kleros Preferred Funding VI, Ltd., and left on
review for possible further downgrade ratings of two of these
classes of notes as:

Class Description: US$1,000,000,000 Class A-1S-1A First Priority
Senior Secured Delayed Draw Floating Rate Notes due May 2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: US$1,400,000,000 Class A-1S-1B First Priority
Senior Secured Floating Rate Notes due May 2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: US$300,000,000 Class A-1S-2 Second Priority
Senior Secured Floating Rate Notes due May 2047

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: US$169,500,000 Class A-1J Third Priority Senior
Secured Floating Rate Notes due May 2047

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Ca

Class Description: US$56,000,000 Class A-2 Fourth Priority Senior
Secured Floating Rate Notes due May 2047

Prior Rating: Caa1, on review for possible downgrade

Current Rating: Ca

Class Description: US$27,500,000 Class A-3 Fifth Priority Senior
Secured Deferrable Floating Rate Notes due May 2047

Prior Rating: Ca

Current Rating: C

Class Description: US$32,000,000 Class B Sixth Priority Deferrable
Senior Secured Floating Rate Notes due May 2047

Prior Rating: Ca

Current Rating: C

Kleros Preferred Funding VI, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities. On December 14, 2007 the transaction experienced an
event of default caused by a failure of the Class A-2
Overcollateralization Ratio to be greater than or equal to the
required amount set forth in Section 5.1(h) of the Indenture dated
March 23, 2007. That event of default is continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of Class A-1S-1A
and Class A-1S-1B Notes issued by Kleros Preferred Funding VI,
Ltd. is on review for possible further action.


KNOLLWOOD CDO: Moody's Cuts Rating on Notes, to Undertake Review
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Knollwood CDO Ltd.:

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes due January 8, 2039

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Baa3, on review for possible downgrade

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes due January 8, 2039

Prior Rating: A2, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: Class B Third Priority Senior Secured Floating
Rate Notes due January 8, 2039

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: Class C Mezzanine Secured Floating Rate Notes
due January 8, 2039

Prior Rating: Caa2, on review for possible downgrade

Current Rating: C

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


LAKESIDE CDO: Moody's Cuts Notes Rating, to Undertake Review
------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Lakeside CDO II, Ltd.

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

Prior Rating: Aaa

Current Rating: Aa1, on review for possible downgrade

Class Description: Class B Third Priority Secured Floating Rate
Notes Due 2040

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

Class Description: Class C Mezzanine Secured Floating Rate Notes
Due 2040

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

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


LEARNING CARE: Moody's Rates Proposed $215MM Sr. Facilities 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the proposed
$215 million senior secured credit facilities of Learning Care
Group, Inc.  Concurrently Moody's assigned B2 Corporate Family and
Probability of Default ratings to LCG.  The outlook for the
ratings is stable.  Along with $55 million mezzanine tranche (not
rated) and an additional $236 million of cash equity (including
$20 million of PIK preferred at the Holdco), the capital will
finance the acquisition of 60% of the equity by Morgan Stanley
Private Equity.  The remaining 40% of the company will continue to
be owned by A.B.C. Learning Centres Limited.

The total purchase consideration of $737 million, including
rollover equity and performance-based earn-out payments, values
the company at 10.5 times pro forma EBITDA of $70 million over the
twelve months ended March 31, 2008 (including transaction fees).

The ratings are constrained by relatively high financial leverage,
expectations of weak free cash flow generation in the medium term
and a relatively short operating history of a significant number
of centers under the LCG umbrella (particularly La Petite
Academy).  The effect of financial leverage is exacerbated by the
presence of operating lease obligations that are long-term in
nature and inextricably linked to the company's child-care
operations.  The industry is fragmented and highly competitive,
and, despite the regulated nature of center-based child-care,
lacks significant barriers to entry.  The ratings are further
constrained by a history of significant growth through
acquisitions.

Nonetheless, the Corporate Family Rating of B2 are supported by
LCG's brand diversity, a record of operational and margin
improvements over the last five years, as well as investments in
underperforming assets which resulted in improved center
utilization.  Although profitability and cash flow generation
would likely be affected by the economic cycle and employment
levels in particular, the effect of a downturn is likely to be
moderate given the company's geographic diversification in the
United States.  The ratings also reflect the $236 million cash
equity by Morgan Stanley Private Equity, which together with an
additional $177 million of A.B.C. rollover equity and a further
$50 million in earnouts constitute about 60% of the company's
capital base.

Upward pressure on the ratings would result if the company were to
achieve sustainable adjusted debt to EBITDA ratios below 4.5
times, with free cash flow generation of the order of 5% of
adjusted debt.

Moody's assigned these ratings:

  -- B2 Corporate Family Rating;
  -- B2 Probability of Default Rating;
  -- Ba3 (LGD2, 24%) rated $40 million senior secured revolving
     credit facility due 2013;

  -- Ba3 (LGD2, 24%) rated $175 million senior secured term loan B
     due 2015;

The ratings outlook is stable.

The transaction is expected to be completed in June 2008.  The
ratings are contingent upon the receipt of executed documentation
in form and substance acceptable to Moody's.

Learning Care Group, Inc., based in Novi, Michigan, is the second
largest provider of for-profit child care and early education
services in the United States, including outside school hours
care.  LCG reported revenues of approximately $787 million in the
twelve months ended March 31, 2008.


LEINER HEALTH: To Sell Assets to NBTY Inc. for $230,000,000
-----------------------------------------------------------
Leiner Health Products, Inc., entered into an Asset Purchase
Agreement for the sale of substantially all of its assets to NBTY,
Inc., on May 30, 2008.

NBTY will acquire the company for $230,000,000 plus assumption of
certain liabilities.

The Agreement is subject to higher or better offers that may be
submitted by competing bidders in connection with a process
conducted under the supervision of the bankruptcy court presiding
over Leiner's chapter 11 bankruptcy case.  If a higher or better
offer is submitted, an auction will be conducted on June 9, 2008,
in which case the terms of the Agreement may change.

The NBTY Agreement provides for a purchase price adjustment
downward if the amount of actual working capital at closing is
less than $116,500,000, and for a purchase price adjustment upward
if the amount of actual working capital at closing is greater than
$126,500,000.

Simultaneously with the execution of the Agreement, NBTY and
Leiner also entered into an escrow agreement pursuant to which a
portion of the purchase price is held in escrow until the closing
of the purchase transaction.  In addition to the bankruptcy court
process, the transaction is subject to regulatory and other
customary approvals.  If no higher or better offer is submitted by
a competing bidder, the purchase transaction contemplated by the
Agreement is expected to close no later than September 2008.

                       About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  Houlihan Lokey Howard & Zukin Capital,
Inc., provides investment banking and financial advisory services
to the Debtors.  Garden City Group Inc. serves as the Debtors'
noticing, claims and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee is represented by Saul Ewing LLP as bankruptcy counsel,
and FTI Consulting Inc., as financial advisors.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


LENOX CDO: Moody's to Review Caa2 Rating on $75MM Notes Due 2043
----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Lenox CDO, Ltd.:

Class Description: US$70,000,000 Class A-1S First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2043-1

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Baa1, on review for possible downgrade

Class Description: US$75,000,000 Class A-1J Second Priority Senior
Secured Floating Rate Notes due 2043

Prior Rating: A1, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$2,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2043

Prior Rating: A2, on review for possible downgrade

Current Rating: Ca

Class Description: US$31,000,000 Class B-1 Fourth Priority Senior
Secured Floating Rate Notes due 2043

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: US$14,000,000 Class B-2 Fourth Priority Senior
Secured Fixed Rate Notes due 2043

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Ca

Class Description: US$8,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2043

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: US$10,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2043

Prior Rating: Ba2, on review for possible downgrade

Current Rating: C

Class Description: US$4,000,000 Class E-1 Seventh Priority
Mezzanine Secured Deferrable Floating Rate Notes due 2043

Prior Rating: Caa1, on review for possible downgrade

Current Rating: C

Class Description: US$16,000,000 Class E-2 Seventh Priority
Mezzanine Secured Deferrable Fixed Rate Notes due 2043

Prior Rating: Caa1, on review for possible downgrade

Current Rating: C

Class Description: US$30,000,000 Combination Securities due 2043

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ca

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


LEWER LIFE: A.M. Best Lifts IC Rating to bb+ with Stable Outlook
----------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating to "bb+" from
"bb" and affirmed the financial strength rating of B(Fair) for
Lewer Life Insurance Company.  The outlook for both ratings is
stable.

The ICR upgrade reflects Lewer Life's improved earnings
performance in its core group accident and health segment, long
standing relationships in the student marketplace and adequate
capitalization.  Following several years of modest performance,
Lewer Life reported strong results in 2007, with a return to
profitability in its core group accident and health segment.  The
company has taken steps to improve earnings in this segment and
continues to maintain strong relationships in this niche market.

Partially offsetting these factors are the fluctuating net
operating earnings, still high expense ratios in its group
accident and health line and generally modest increases in net
written premium, as reflected in its limited business profile.  
Lewer Life also maintains a relatively high concentration in
collateralized mortgage obligations and has limited surrender
protection on its annuity block.


LILLIAN VERNON: New Owner Launches Catalogs, Transfers Operations
-----------------------------------------------------------------
Jim Tierney at Multichannel Merchant reports that Current USA,
which acquired Lillian Vernon in a bankruptcy-supervised asset
sale, mailed about 600,000 catalogs to the Lillian Vernon house
file last week as part of a "soft launch" of the catalog.

Multichannel Merchant says the next catalog will be delivered in
mid-June according to Tim Arland, president of Current USA.

Multichannel Merchant relates that Current USA will transfer
Lillian Vernon's merchandising, creative, marketing, and Internet
operations to its headquarters in Colorado Springs, Colorado.

Lillian Vernon's operations in Virginia Beach, Virginia -- which
houses roughly 190 employees and includes the distribution center,
call center, IT, and some human resources functions -- will be
retained.

"Our plans for Lillian Vernon are to maintain the brand name and
heritage, run the business with a focus on profits for the Lillian
Vernon brand, and leverage synergies and cost structure to
accelerate profits for all of our consumer brands," Multichannel
Merchant quotes Mr. Arland as saying.

According to Multichannel Merchant, Mr. Arland said Lillian Vernon
is part of the company's long-term plan to compete with an
efficient cost model."  He explained, "We will focus on the core
customers and products of Lillian Vernon.  We expect that the
synergies between the brands will enable us to accelerate our
profit model for all Current USA brands."

As reported by the Troubled Company Reporter on April 7, 2008, the
Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Current USA Inc., a subsidiary of
Taylor Corporation, to acquire the assets of Lillian Vernon and
its debtor-affiliates for $15.8 million.  The purchased assets
include merchandise valued at $10.4 million, customer information
and brand name.

Current USA was the successful bidder at an April 1 auction,
beating Creative Catalog.  It finalized the deal on April 3.

As reported in the Troubled Company Reporter on March 18, 2008,
the Debtors originally entered into a stalking-horse asset
purchase agreement dated March 10, 2008, with Creative Catalog,
wherein the Debtors' assets will be sold for $9,250,000, subject
to certain purchase price reduction, if assets are sold before
closing.  The Debtors also asked the Court for permission to sell
inventory valued at $10,400,000, including fixtures, equipment and
personal property.

                     About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct        
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended Feb. 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D. Del.,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The U.S. Trustee for Region 3 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LINCOLN AVENUE ABS: Moody's to Review Ca Rating on $77M Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Lincoln Avenue ABS CDO, Ltd.:

Class Description: US$1,094,000,000 Class A-1 Floating Rate
Secured Notes due 2046

Prior Rating: Aa3, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$77,000,000 Class A-2 Floating Rate Secured
Notes due 2046

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$26,000,000 Class B Floating Rate Secured
Notes due 2046

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

Class Description: US$21,000,000 Class C Deferrable Floating Rate
Secured Notes due 2046

Prior Rating: B3, on review for possible downgrade

Current Rating: C

Class Description: US$19,000,000 Class D Deferrable Floating Rate
Secured Notes due 2046

Prior Rating: Caa2, on review for possible downgrade

Current Rating: C

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


LONGSHORE CDO: Moody's Cuts Ratings on Four Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
of notes issued by Longshore CDO Funding 2007-3, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: US$1,131,000,000 Class A-1 Floating Rate Notes
Due 2052;

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Class Description: US$50,000,000 Class A-2 Floating Rate Notes Due
2052;

Prior Rating: B2, on review for possible downgrade

Current Rating: Ca

Class Description: US$43,600,000 Class A-3 Floating Rate Notes Due
2052;

Prior Rating: Caa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$37,700,000 Class B Floating Rate Notes Due
2052;

Prior Rating: Caa3, on review for possible downgrade

Current Rating: Ca

Longshore CDO Funding 2007-3, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities. On February 8, 2008 the transaction experienced an
event of default caused by a failure of the sum of the aggregate
outstanding principal amounts of the Class A-1 Notes, the Class A-
2 Notes, and the Class A-3 Notes to be greater or equal to the
required amount set forth in clause (vii) of the definition of
"Event of Default" in Schedule 4 of the Trust Deed dated April 26,
2007. That event of default is continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of the Class A-1
Notes issued by Longshore CDO Funding 2007-3, Ltd. is on review
for possible further action.


LONGSHORE CDO: Moody's to Review Rating on Notes for Likely Cut
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Longshore CDO Funding 2006-2, Ltd.:

Class Description: US$870,000,000 Class A-1 Floating Rate Notes
Due 2046

Prior Rating: Aa2, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$60,000,000 Class A-2 Floating Rate Notes Due
2046

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: US$42,000,000 Class B Floating Rate Notes Due
2046

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: US$8,000,000 Class C-1 Floating Rate Deferrable
Interest Notes Due 2046

Prior Rating: B3, on review for possible downgrade

Current Rating: C

Class Description: US$5,000,000 Class C-2 Floating Rate Deferrable
Interest Notes Due 2046

Prior Rating: Ca

Current Rating: C

Class Description: US$7,500,000 Class D Floating Rate Deferrable
Interest Notes Due 2046

Prior Rating: Ca

Current Rating: C

Class Description: US$7,500,000 Preference Shares

Prior Rating: Ca

Current Rating: C

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


LUBBOCK MEDICAL: Case Summary & 19 Largest Creditors
----------------------------------------------------
Debtor: Lubbock, Texas-Highland Medical Center, L.P.
        dba Highland Community Hospital
        dba Highland Medical Center
        2412 50th St.
        Lubbock, TX 79412

Bankruptcy Case No.: 08-50202

Type of Business: The Debtor provides general medical and surgical
                  care for inpatient, outpatient, and emergency
                  room patients, and participates in the Medicare
                  and Medicaid programs.  
                  See http://www.highlandcommunityhospital.com

Chapter 11 Petition Date: May 31, 2008

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  McWhorter, Cobb & Johnson, LLP
                  1722 Broadway, P.O. Box 2547
                  Lubbock, TX 79408
                  Tel: (806) 762-0214
                  Fax: (806) 762-8014
                  Email: mrichburg@mcjllp.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $2,738,337
P.O. Box 249
Memphis, TN 38101

Tenet Healthcare Corp.         $830,047
P.O. Box 809088
Dallas, TX 75380
Tel: (469) 893-2000

Medicare                       $559,185
P.O. Box 1602
Omaha, NE 68175

Luker Pharmacy Management      $360,651
1072 FM 1888
Blanco, TX 78606

Community Health Systems       $350,000
Attn: Nancy Beydler
7100 Commerce Way, Ste. 100
Brentwood, TN 37027
Tel: (615) 465-7246

Depuy Orthopaedics, Inc.       $351,815
5972 Collection Ctr. Dr.
Chicago, IL 60693
Tel: (800) 544-7899

Texas Emergency Room Services, $332,453
PA
7032 Collection Center Dr.
Chicago, IL 60693
Tel: (214) 712-2452

Locumtenens.com                $315,006
P.O. Box 532869
Atlanta, GA 30353
Tel: (800) 562-8663

Healthcare Management Systems  $277,102
3102 West End Ave., Ste. 400
Nashville, TN 37203
Tel: (800) 692-3849

Hallmark Rehabilitation        $223,843

International Health Systems   $177,330

Shared Imaging                 $160,714

GE Healthcare Financial        $159,047

Griffin Wink Advertising       $122,793

Beckman Coulter Inc.           $111,810

Owens and Minor                $103,136

Rodney Franklin, MD            $101,470

New Direct OP Couns. Center    $82,567

Jakeco LOC LLC DBA             $82,567


MADAKET FUNDING: Moody's to Review Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Madaket Funding I, Ltd.:

Class Description: US$500,000,000 Class A1M Floating Rate Notes
Due 2046

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: US$300,000,000 Class A1Q Floating Rate Notes
Due 2046

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Moody's also downgrade and left on review for possible further
downgrade the ratings on the following notes:

Class Description: US$50,000,000 Class A2 Floating Rate Notes Due
2046

Prior Rating: Aaa

Current Rating: Aa2, on review for possible downgrade

Class Description: US$80,000,000 Class A3 Floating Rate Notes Due
2046

Prior Rating: Aaa, on watch for possible downgrade

Current Rating: Baa3, on review for possible downgrade

Class Description: US$28,000,000 Class A4 Floating Rate Notes Due
2046

Prior Rating: A2, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Additional, Moody's downgraded the follwoing notes:

Class Description: US$19,000,000 Class B Deferrable Floating Rate
Notes Due 2046

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: US$10,000,000 Class C Deferrable Floating Rate
Notes Due 2046

Prior Rating: Ba1, on watch for possible downgrade

Current Rating: C

Class Description: US$8,000,000 Class D Deferrable Floating Rate
Notes Due 2046

Prior Rating: B3, on watch for possible downgrade

Current Rating: C

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


MANASQUAN CDO: Moody's Cuts Notes Rating, Undertakes Review
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on the following notes
issued by Manasquan CDO 2005-1, Ltd:

Class Description: US$195,000,000 Class A-ILA Floating Rate Notes
Due 2045-1

Prior Rating: Aaa

Current Rating: A1, on review for possible downgrade

Class Description: US$23,000,000 Class A-1LB Floating Rate Notes
Due 2045

Prior Rating: Aaa

Current Rating: A3, on review for possible downgrade

Class Description: US$42,000,000 Class A-2L Floating Rate Notes
Due 2045

Prior Rating: Aa1

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$9,500,000 Class A-3L Floating Rate Notes Due
2045

Prior Rating: A1

Current Rating: Ca

Class Description: US$15,000,000 Class B-1 L Floating Rate Notes
Due 2045

Prior Rating: A3

Current Rating: Ca

Class Description: US$5,000,000 Class B-2L Floating Rate Notes Due
2045

Prior Rating: Baa2

Current Rating: Ca

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


MANTOLOKING CDO: Moody's Cuts Notes Ratings, Undertakes Review
--------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Mantoloking CDO 2006-1, Ltd.

Class Description: US$166,250,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2046

Prior Rating: A3, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

Class Description: US$40,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2046

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$71,750,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2046

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$26,000,000 Class C Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2046

Prior Rating: Ba1, on review for possible downgrade

Current Rating: C

Class Description: US$10,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2046

Prior Rating: Ba2, on review for possible downgrade

Current Rating: C

Class Description: US$23,500,000 Class E Seventh Priority
Mezzanine Secured Deferrable Floating Rate Notes due 2046

Prior Rating: B1, on review for possible downgrade

Current Rating: C

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


MARATHON STRUCTURED: Moody's to Review Ratings for Likely Cut
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Marathon
Structured Finance CDO I, Ltd.:

Class Description: US$15,000,000 Class C Deferrable Floating Rate
Notes Due 2046

Prior Rating: A2, on review for possible downgrade

Current Rating: A3, on review for possible downgrade

Class Description: US$22,900,000 Class D Deferrable Floating Rate
Notes Due 2046

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ba2, on review for possible downgrade

Class Description: US$17,000,000 Class E Deferrable Floating Rate
Notes Due 2046

Prior Rating: Ba2, on review for possible downgrade

Current Rating: C

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


MARTIN ROMANO: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Martin A. Romano
        aka Marty Romano
        dba M. Romano Construction
        P.O. Box 2051
        El Cajon, CA 92021

Bankruptcy Case No.: 08-04588

Chapter 11 Petition Date: May 28, 2008

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: William P. Fennell, Esq.
                  Law Office of William P. Fennell, APLC
                  1111 Sixth Avenue #404
                  San Diego, CA 92101
                  Phone: 619-325-1560
                  Fax: 619-325-1558
                  E-mail: william.fennell@fennelllaw.com

Estimated Assets: $1 million - $10 million

Estimated Debts: $1 million - $10 million

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/casb08-04588.pdf


MEDIACOM COMMS: Fitch Affirms 'B' ID Rating with Stable Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.  In addition
Fitch has assigned a 'BB/RR1' rating to Mediacom Broadband LLC's
$300 million incremental term loan E.  Lastly, Fitch has upgraded
Mediacom LLC's senior unsecured debt to 'B-/RR5' from 'CCC+/RR6'.  
Approximately $3.2 billion of debt as of March 31, 2008 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

Fitch's ratings reflect Mediacom's relatively high leverage and an
operating profile that continues to lag behind comparable cable
multiple system operators.  Mediacom's service penetration rates
and ARPU profile trail industry leaders as well as comparable
rural oriented cable operators.  The ratings incorporate
Mediacom's prospects to generate free cash flow during the current
ratings horizon, which in turn can be used to de - lever its
balance sheet.  Fitch acknowledges Mediacom's history of debt
funded share repurchases and expects that the use of anticipated
future free cash flow generation will be balanced between funding
continued share repurchases and improving Mediacom's credit
profile by reducing debt.

Mediacom doubled its share repurchase activity during 2007 and the
prospect of continued aggressive shareholder friendly actions is a
key rating issue going forward.  Mediacom's board of directors has
approved a new $50 million share repurchase authorization.  Fitch
expects the pace of share repurchases to moderate relative to 2007
levels.

Additionally the ratings incorporate the increasing business risk
attributable to Mediacom's credit profile stemming from the
persistent competitive threat from direct broadcast satellite
operators.  Fitch acknowledges that Mediacom's rural and suburban
service territory provides a buffer to the facilities based video
competition from the large incumbent telephone companies as the
telephone companies have concentrated their respective video
deployments on larger metropolitan areas.  Moreover the
competitive overlap with Verizon Communications, Inc. and AT&T,
Inc. is minimal.  Fitch expects that Mediacom will face additional
competitive pressures in its southeast markets as AT&T builds its
U-verse network in the former BellSouth territories.

Mediacom's ratings are supported by a stable liquidity position
and Fitch's expectation of further revenue and RGU growth and
diversification coupled with a continued penetration of the
company's triple play offering as the company continues to close
the existing penetration differential between its high speed data,
digital video products and triple play service offering take rates
with that of industry norms.  Fitch believes that Mediacom's
triple play service offering, coupled with the expansion of
Mediacom high definition offering and the introduction of a higher
and lower speed high speed data product tiers enhances Mediacom's
competitive positioning.

The 'RR1' Recovery Rating assigned to Mediacom LLC and Mediacom
Broadband LLC's senior secured credit facilities indicates
superior recovery prospects, which are based on the asset coverage
of these loans.  The 'RR5' Recovery Ratings assigned to the senior
unsecured debt issued by Mediacom Broadband and Mediacom LLC
reflect the diminished recovery prospects of bondholders at this
level of the capital structure driven by the large amount of
senior secured debt ahead of these bonds in the capital structure.

The Stable Outlook incorporates Fitch's expectation that
Mediacom's credit profile will continue to improve during 2008
driven by steady operating metrics, including subscriber growth,
ARPU, revenue and EBITDA growth.  Improvement within these metrics
should lead to free cash flow generation during 2008 after
considering elevated capital expenditures during 2008.  Fitch
expects Mediacom's capital expenditures to moderate during 2009
further positioning the company to strengthen free cash flow
generation.  The Stable Outlook also reflects Fitch's belief that
Mediacom will become more balanced with its share repurchase
policy.

Fitch has affirmed these ratings with a Stable Outlook:

Mediacom Communications Corporation
  -- IDR at 'B'.

Mediacom Broadband LLC
  -- IDR at 'B';
  -- Senior Unsecured Debt at 'B-/RR5'.


Mediacom LLC
  -- IDR at 'B'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation
  -- IDR at 'B'
  -- Senior secured at'BB/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC
  -- IDR at 'B'
  -- Senior secured at 'BB/RR1'.

Fitch has also upgraded these ratings:

Mediacom LLC
  -- Senior unsecured to 'B-/RR5' from 'CCC+/RR6'.

Additionally, Fitch has assigned these new ratings:

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC
  -- $300 million incremental term loan E 'BB/RR1'.


MERIDIAN FURNITURE: Closes Shop After Owner Files for Chapter 7
---------------------------------------------------------------
The Meridian furniture stores in San Luis Obispo, California,
ceased operations after owner Eva Young filed for chapter 7
bankruptcy protection on May 28, 2008, SanLuisObispo.com reports.

Ms. Young filed a Chapter 7 petition before the U.S. Bankruptcy
Court for the Central District of California, SanLuisObispo.com
says.  The report did not provide information on Ms. Young's
assets or debts.

SanLuisObispo.com's Melanie Cleveland says Ms. Young struggled to
keep her 17-year-old business afloat.

SanLuisObispo.com could not reach Ms. Young for comment.


MERRILL CORP: Moody's Cuts CF Rating to B2 on Annual Fin'l Results
------------------------------------------------------------------
Moody's Investors Service downgraded Merrill Corporation's
corporate family rating to B2 from B1, and also downgraded Merrill
Communications LLC's existing senior secured 1st lien credit
facility rating to B1 from Ba3 and senior secured 2nd lien term
loan ratings to Caa1 from B3, respectively.  This action is
prompted by a review of Merrill's annual financial results as well
as an evaluation of Merrill's business operating environment, and
serves to reiterate Moody's perspective in light of the company's
anticipated performance over the next roughly 2-year timeframe.

The B2 CFR reflects the continued overarching exposure of the
company's operations to general economic conditions which over the
rating horizon are expected to be weak.  Specifically, the B2 CFR
reflects the company's continued exposure to the variability of
financial markets activity which is experiencing a significant
downturn, with the consequent likelihood that over the near term,
revenues and margin will come under pressure.

In addition, the B2 CFR also reflects the impact of the weakening
real estate market as well as the general longer term trend of
replacing printed materials with digital media, offset somewhat by
an increasing exposure to the company's DataSite virtual data room
service.  The rating is supported by Moody's expectation that
Merrill will continue to generate modest to break-even amounts of
free cash flow, and by the significant proportion of revenues that
are contracted or expected to recur.

With no sizeable near-term debt maturity, modest to break-even
free cash flow generation and access to an adequately sized un-
drawn committed revolving credit facility, liquidity over the next
4 quarters is assessed as being adequate.  However, the background
of general economic weakness may further impact financial results
and stress financial covenants, in particular, that notably govern
access to third party liquidity.

The outlook for all ratings is negative, reflecting the view that
weak general economic conditions over the rating horizon will
leave Merrill challenged to maintain its current risk profile, and
which in turn may warrant a further downward revision to its long
term ratings over the near-to medium term.  The potential of
financial covenant stress is an important component of this
viewpoint.

Downgrades:

Issuer: Merrill Corporation

  -- Probability of Default Rating, Downgraded to B2 from B1
  -- Corporate Family Rating, Downgraded to B2 from B1

Issuer: Merrill Communications LLC

  -- Senior Secured First Lien Credit Facility and Term Loan,
     Downgraded to B1 (LGD3, 35%) from Ba3 (LGD3, 35%)

  -- Senior Secured Second Lien Term Loan, Downgraded to Caa1
     (LGD5, 86%) from B3 (LGD5, 85%)

Outlook Actions:

Issuer: Merrill Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Merrill Communications LLC

  -- Outlook, Changed To Negative From Stable

Headquartered in St Paul, Minnesota, Merrill Corporation provides
a range of document and data management services, litigation
support, branded communication programs, fulfillment, imaging and
printing services organized along two main business segments,
Legal and Financial Transaction Services and Marketing and
Communication Solutions.  The company recorded revenues of
approximately $1 billion for the fiscal year ended Jan. 31, 2008.


MESA AIR: Aloha Air Trustee to Auction Legal Claim in Suit
----------------------------------------------------------
The Trustee in the bankruptcy of Aloha Airlines, Inc. is filing a
motion to bring about an auction of the legal claim in its lawsuit
againt Mesa Air Group, Associated Press reports.

Attorney James Wagner says an auction likely would be held in the
coming week, the report says.

As reported by the Troubled Company Reporter on Oct. 19, 2006,
Aloha Airlines, and Aloha Airgroup, Inc., said in a suit filed in
a state Circuit Court that Mesa Air Group, Inc. received
confidential information as a potential investor in the Company
and used it improperly to enter Hawaii's inter-island market with
intent to drive the Company out of business.

The Company alleged that Mesa used its proprietary information to
unethically compete in the Hawaii market by offering air fares
that failed to cover Mesa's costs.  Mesa's chief executive
officer, Jonathan Ornstein, had stated more than once that Mesa's
Go! airline can "fly empty" for five years with the profits from
Mesa's Mainland operations, indicating that Mesa is not covering
its costs and is ultimately motivated to offer unrealistic fares
with intent to drive out competition from the Hawaii market.

The Company also pointed out that according to other legal
documents, Mesa's chief financial officer, George Murnane III,
sent an e-mail message, stating that Mesa's entry would make "no
sense" if Aloha remained in the inter-island market: "We
definitely don't want to wait for them to die; rather we should be
the ones to give them the last push."

The Company had sought damages and injunctive relief to stop Mesa
from competing unfairly, and threatening the jobs of the Company's
3,500 employees in Hawaii.

                     About Aloha Airlines

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

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

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

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

                        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.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.


MICHAELS STORES: May 3 Balance Sheet Upside-Down by $2.9 Billion
----------------------------------------------------------------
Michaels Stores Inc.'s balance sheet at May 3, 2008, showed total
assets of $1.6 billion and  total liabilities of $4.5 billion,
resulting in a total stockholders' deficit of $2.9 billion.

Michaels Stores disclosed that for the first quarter ended May 3,
2008, net loss improved $3 million, from a net loss of $23 million
in fiscal 2007 to a net loss of $20 million in fiscal 2008, due to
reduced interest expense, largely offset by deleveraging of SG&A
expenses.

The company's cash balance at the end of the first quarter was
$42 million, a decrease of $3 million compared to last year's
first quarter ending balance of $45 million.  

Average inventory per Michaels store at the end of the first
quarter of fiscal 2008, inclusive of distribution centers, was
down 9.5% to $808,000 compared to $893,000 for the same period
last year.

The decrease in average inventory was due to appropriate
management of inventory in light of the challenging sales
environment, benefits from our Hybrid distribution method, and a
favorable comparison against the timing of last year's merchandise
resets.

Capital spending for the quarter totaled $21 million, with
$11 million attributable to real estate activities, such as new,
relocated, existing and remodeled stores and $7 million for
merchandise and financial system enhancements.

First quarter debt level totaled $3.979 billion, a decrease of
$97 million from last year's first quarter ending balance of
$4.076 billion.  As of May 28, 2008, availability under the
company's revolving credit facility was approximately
$500 million.  Additionally, during the quarter, the company made
its $5.9 million Term Loan amortization payment.

During the first quarter, the company opened 17 new and relocated
three Michaels stores, and also closed two Aaron Brothers stores.

                     About Michael's Stores

Headquartered in Inving, Texas, Michaels Stores Inc. (NA: MIK)
-- http://www.michaels.com/-- is a specialty retailer of arts,    
crafts, framing, floral, wall decor, and seasonal merchandise for
the hobbyist and do-it-yourself home decorator.  As of Nov. 28,
2007, the company owns and operates 964 Michaels stores in 48
states and Canada, 168 Aaron Brothers stores, 11 Recollections
stores, and four Star Wholesale operations.


MID OCEAN: Moody's to Review Ratings for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
MID OCEAN CBO 2000-1 LTD.:

Class Description: Class A-1L Floating Rate Notes

Prior Rating: B3, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: Class B-1 6.9889% Notes

Prior Rating: Ca

Current Rating: C

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


MILLERTON ABS: Moody's to Review Ratings for Possible Further Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Millerton ABS CDO, Ltd.:

Class Description: US$36,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2039

Prior Rating: Aaa

Current Rating: Aa3, on review for possible downgrade

Class Description: US$24,750,000 Class B Senior Secured Floating
Rate Notes Due 2039

Prior Rating: Aa2

Current Rating: A3, on review for possible downgrade

Class Description: US$16,500,000 Class C Secured Floating Rate
Deferrable Notes Due 2039

Prior Rating: Baa2

Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: 12,500 Preference Shares (US$12,500,000
Aggregate Liquidation Preference)

Prior Rating: Ba3

Current Rating: Ca

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


MILLSTONE III: Moody's Cuts Ratings, Undertakes Review
------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Millstone III CDO, Ltd.:

Class Description: US$2,000,000,000 Class A-1A Floating Rate Term
Notes Due 2046

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Ba3, on review for possible downgrade

Class Description: US$71,500,000 Class A-1B Floating Rate Delayed
Draw Notes Due 2046

Prior Rating: Aa2, on review for possible downgrade

Current Rating: B2, on review for possible downgrade

Class Description: US$70,000,000 Class A-2 Floating Rate Notes Due
2046

Prior Rating: Aa3, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: U.S$20,000,000 Class B Floating Rate Notes Due
2046

Prior Rating: A2, on review for possible downgrade

Current Rating: Ca

Class Description: US$16,000,000 Class C Deferrable Floating Rate
Notes Due 2046

Prior Rating: Ba1, on review for possible downgrade

Current Rating: C

Class Description: US$7,450,000 Class D-1 Deferrable Floating Rate
Notes Due 2046

Prior Rating: B1, on review for possible downgrade

Current Rating: C

Class Description: US$5,550,000 Class D-2 Deferrable Fixed Rate
Notes Due 2046

Prior Rating: B1, on review for possible downgrade

Current Rating: C

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 structure
finance securities.


MIRANT CORP: Plan Bars AER-Alliance From Enforcing Rights
---------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Texas denied the request of AER NY-GEN, LLC and Alliance
Energy Renewables, LLC to enforce the rights of AER NY-Gen under
the Confirmation Order and Plan of Reorganization of Mirant Corp.
and its debtor-affiliates; and, sustained the Alliance Entities'
Objection which was filed under seal.

The Court stated that the Membership Interest Purchase and Sale
Agreement does not require Mirant New York to pay the costs of
the Barrett Litigation, including whatever amounts may be
required to obtain public access to the Reservoir via the
Easement or otherwise.

Prior to the ruling, Alliance argued that Mirant New York agreed
in the PSA to ensure that Mirant NY-Gen, LLC's assets were as
free and clear of liens, claims, encumbrances and interests as
they would have been had Alliance acquired the assets through a
sale under Section 363 of the Bankruptcy Code.  Alliance reasoned
out that Mirant New York's obligation under these provisions ran
to ensure that the easement satisfied the license-related
requirements of the Federal Energy Regulatory Commission.

However, the Court pointed out that Alliance misperceives the
power given a bankruptcy court by Section 363, which is limited
to "cleansing" what a debtor owns from the claims, encumbrances
and charges of third parties that are quantified as claims under
Section 101(5) or 102(2) of the Bankruptcy Code.  Neither Section
363 nor any other provision of the Bankruptcy Code gives the
Bankruptcy Court the power to enhance or improve whatever
ownership interest was held by the debtor prepetition that became
property of the estate, the Court maintained.

The Court cannot convert rights of Woodstone Lakes Development,
LLC, Woodstone Toronto Development, LLC, and Woodstone Crestwood
Development, LLC, into a claim since they are not creditors,
the Court asserted.

Whatever Woodstone's assertions regarding its rights respecting
the easement do not amount to a "charge against or interest in
property to secure payment of a debt or performance of an
obligation," the Court noted.  Because Woodstone's claims
against NY Gen in a Barrett Litigation do not secure a debt or an
obligation to perform, Woodstone cannot be asserting a lien.

Moreover, Woodstone's claims against Mirant NY-Gen in the Barrett
Litigation assert no right to payment and do not seek any
performance from Mirant NY-Gen, the Court stated.  Thus,
Woodstone is not asserting a "claim" against Mirant NY-Gen in the
Barrett Litigation.

In the Barrett Litigation, Woodstone asserted its ownership
interest as against a claim by Mirant NY-Gen that would limit that
ownership interest, the Court said.  Moreover, Woodstone's claims
do not attach to Mirant NY-Gen's property.  Rather, the issue
posed in the Barrett Litigation is the extent to which Mirant NY-
Gen's rights encumber Woodstone's property.  Clearly, Woodstone is
not asserting an "encumbrance" against Mirant NY-Gen's property,
the Court stated.

Woodstone claims no interest in the Easement, the Court noted.
Rather, the easement is a burden on Woodstone's fee, and
Woodstone seeks in the Barrett Litigation to determine only the
extent of that burden, the Court averred.  It is counter-
intuitive to suggest that authority to sell property free of
interests includes the ability to sell an interest in real
property free of the underlying fee holder's ownership rights,
the Court concluded.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of
a confirmed Second Amended Plan on Jan. 3, 2006.  thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed US$20,574,000,000
in assets and US$11,401,000,000 in debts.  The Debtors emerged
from bankruptcy on Jan. 3, 2006.  On March 7, 2007, the Court
entered a final decree closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure
Statement explaining that Plan.  The Court approved the adequacy
of Mirant NY-Gen's Disclosure Statement on March 22, 2007, and
confirmed the Amended Plan on May 7, 2007.  Mirant NY-Gen
emerged from chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

(Mirant Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Moody's Investors Service upgraded the ratings of Mirant
Corporation (Mirant: Corporate Family Rating to B1 from B2) and
its subsidiaries Mirant Mid-Atlantic, LLC (MIRMA: pass through
trust certificates to Ba1 from Ba2), Mirant North America, LLC
(MNA: senior unsecured to B1 from B2 and senior secured to Ba2
from Ba3) and Mirant Americas Generation, LLC (MAG: senior
unsecured to B3 from Caa1).  Additionally, Mirant's Speculative
Grade Liquidity (SGL) rating was revised to SGL-1 from SGL-2.
The rating outlook is stable for Mirant, MNA, MAG, and MIRMA.


MKP CBO: Moody's Cuts Notes Rating, Undertakes Review
-----------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
MKP CBO II, Ltd.:

Class Description: $61,250,000 Class A-2 Senior Secured Floating
Rate Revolving Notes, Due 2036

Prior Rating: Aa3, on review for possible downgrade

Current Rating: Baa3, on review for possible downgrade

Additionally, Moody's downgraded the following notes: (For any
ratings down to Ca)

Class Description: $18,000,000 Class B Second Priority Floating
Rate Term Notes, Due 2036

Prior Rating: Ca

Current Rating: C

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


MKP CBO-V: Moody's Cuts Rating on Notes, to Undertake Review
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by MKP CBO V,
LTD.:

Class Description: US$486,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due January 2046-1

Prior Rating: Aaa

Current Rating: B1, on review for possible downgrade

Class Description: US$94,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due January 2046

Prior Rating: Aa3, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: US$56,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due January 2046

Prior Rating: A3, on review for possible downgrade

Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: US$10,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due January 2046

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ca

Class Description: US$7,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due January 2046

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ca

Class Description: US$19,250,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due January 2046

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Ca

Class Description: US$5,000,000 Class F Mezzanine Secured
Deferrable Floating Rate Notes Due January 2046

Prior Rating: Caa2, on review for possible downgrade

Current Rating: C

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


MT. LAUREL: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Mt. Laurel Investments, LP
             480 Bogert Trail
             Palm Springs, CA 92264

Bankruptcy Case No.: 08-16491

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        211 Investments, LP                        08-16493

Chapter 11 Petition Date: June 2, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: William G. Barrett, Esq.
                  19138 Walnut Dr.
                  Rowland Heights, CA 91748
                  Tel: (626) 854-2112

Mt. Laurel Investments, LP's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Mt. Laurel Investments, LP's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hanford Investments            unsecured loan        $2,050,000
6217 Franklin, Ste. 553
Hollywood, CA 90028

BFT                            unsecured loan        $180,000
6360 La Punta
Los Angeles, CA 90068

Hanford Dev                    unsecured loan        $130,000
6217 Franklin, Ste. 553
Hollywood, CA 90028

HH Dev, Inc.                   unsecured loan        $113,552

B. 211 Investments, LP's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hanford Dev                    unsecured loan        $503,307
6217 Franklin, Ste. 553
Hollywood, CA 90028
Tel: (213) 989-1036

H. Investments, LP             unsecured loan        $343,338
419 N. Larchmont, Ste. 91
Los Angeles, CA 90004
Tel: (323) 460-4015

BFT                            unsecured loan        $137,718
6360 La Punta
Los Angeles, CA 90068
Tel: (760) 325-1877

HH Development, Inc.           unsecured loan        $104,003

KS Investments                 unsecured loan        $40,650

GD Furniture                   unsecured loan        $37,025

Alberni, LLC                   unsecured loan        $30,650


MUTEKI LTD: Moody's Assigns Ba2 Rating on $300MM Class A Notes
--------------------------------------------------------------
Moody's Investors Service has assigned these rating to Notes
issued by Muteki Ltd.

  -- Ba2 to the $300,000,000 Series 2008-1 Class A Principal At-
     Risk Variable Rate Notes.

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

The rating of the Notes is primarily derived from the conclusion
of analyses performed by Moody's of the occurrence probabilities
of earthquakes in Japan over the risk period covered, as well as
the amounts lost should such events occur.  In addition, the
rating also considers the credit strength of the swap
counterparty, the credit strength of the sponsor, and the
effectiveness of the documentation in conveying the risks inherent
in the structure.

Royal Bank of Canada, London Branch will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


NEONODE INC: Names Per Bystedt as Interim CEO and President
-----------------------------------------------------------
Per Bystedt, Chairman of the Board of Directors, has assumed the
role as Chief Executive Officer and President of Neonode Inc.  
Mikael Hagman resigned as Chief Executive Officer and President of
the company effective May 22, 2008.  Mr. Hagman also resigned from
the company's Board of Directors.

Mr. Bystedt will act as Chief Executive Officer on an interim
basis while a search is conducted for Mr. Hagman's permanent
replacement.   Mr. Hagman has agreed to assist the company in a
non-executive capacity for such time as may be requested by the
Board of Directors.  Mr. Hagman has served as the company's Chief
Executive Officer and President since March 2007. Mr. Bystedt
served as the company's Chief Executive Officer and President in
2005 and 2006.

"Neonode has been in the forefront of touch screen technology
since 2002 when it launched its first optical touch screen mobile
phone, the Neonode N1," Mr. Bystedt commented.  "Continuous
advancements have been made since that time. The Neonode N2, the
company's latest, widely acclaimed mobile phone is the product of
the enhanced zforce(TM) touch screen technology and neno™ user
interface."

"We believe Neonode has the vital knowledge, drive and superior
technology needed to secure its success," Mr. Bystedt continued.  
"The company is now moving forward, aligned with all major
stakeholders, focusing on additional sales of the Neonode N2 and
the licensing and further development of its technology.  We
strongly believe that our technologies offer features and
capabilities currently unavailable on any of the other existing
touch screen technologies."

Mr. Bystedt made his first investment in Neonode in 2004 and
remains a major shareholder in the company.  Recently Mr. Bystedt
invested $450,000 in a private placement the company closed with
other accredited investors on May 21, 2008.

Mr. Bystedt has held leadership positions at a number of
companies, including Razorfish, Inc. where he was the Chairman of
the Board of Directors from 1999 through 2000.  Since 1997, Mr.
Bystedt has been the Chief Executive Officer of Spray AB, an
internet investment company.  From 1998 through the present, Mr.
Bystedt has served as a member of the Board of Directors of Axel
Johnson AB a diversified Swedish trading company.

                        About Neonode Inc.

Neonode Inc. (Nasdaq: NEON) -- http://www.neonode.com/-- is a   
Swedish mobile communication company that specializes in optical
finger based touch screen technology.  The company designs and
develops mobile phones under its own brand and licenses its
patented touch screen technologies, zForce(TM) and neno(TM) to
third parties.  Neonode USA's main office is located in New York
City.

Neonode Inc.'s consolidated balance sheet at March 31, 2008,
showed $13,960,000 in total assets and $23,401,000 in total
liabilities, resulting in a $9,441,000 total stockholders'
deficit.

                     Going Concern Doubt

BDO Feinstein International AB, in Stockholm, Sweden, expressed
substantial doubt about Neonode Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  the auditing firm
pointed to the company's recurring losses, negative cash flows
from operations, and working capital deficiency.


NORTH SUNRISE: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: North Sunrise Resort Motel, LLC
        dba North Sunrise Motel
        669 Mandalay Avenue
        Clearwater Beach, FL 33767

Bankruptcy Case No.: 08-07829

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Jopela, LLC                              08-07831
      Lars-Olof Larsson and                    08-07833
      Ann-Christine Larsson

Chapter 11 Petition Date: May 30, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtors' Counsel: Susan H. Sharp, Esq.
                  (ssharp.ecf@srbp.com)
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of its eight largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Amerpol                                     $183,000
428 South Miner Street
Bensenville, IL 60106

Pinellas County Tax Collector                $34,677
P.O. Box 10832
Clearwater, FL 33757

Merchant Cash & Capital                      $12,590
45 West 36th Street, 8th Floor
Tallahasee, FL 32314

Florida Department of Revenue                 $3,115

Cynergydata                                     $638

Middleton Pest Control                          $347

First Data                                       $59

Small Business Administration           Undetermined


NORTHWEST AIRLINES: Joins Delta in Filing Merger Pact Prospectus
----------------------------------------------------------------
In a joint proxy statement or prospectus filed with the
Securities and Exchange Commission dated May 20, 2008, and in
line with the merger agreement between Delta Air  Lines, Inc. and
Northwest Airlines Corporation, both carriers' chief executive
officers Richard A. Anderson and Douglas M. Steenland urged Delta
stockholders to vote during a special meeting to approve:

   * the issuance of shares of Delta common stock to Northwest
     stockholders; and

   * the amended Delta 2007 Performance Compensation Plan,
     which governs the employee equity issuance, to increase the
     number of shares of Delta common stock issuable after giving  
     effect to the Delta shares issued in connection with the
     merger.

"While the closing of the merger is not conditioned upon approval
of the amendment to the Delta 2007 Performance Compensation Plan,
failure to approve this amendment could affect the ability of the
combined company to achieve the expected synergies in the
expected timeframe," the CEOs noted.

Similarly, in order to complete the merger, an affirmative vote
of holders of a majority of the outstanding shares of Northwest
common stock must vote to adopt the Merger Agreement, said
Messrs. Anderson and Steenland.

The Executives clarified that approval of other matters at the
Northwest annual stockholders meeting -- including election of
its directors, ratification of the appointment of its 2008
independent auditor, and an amendment to the Northwest 2007 Stock
Incentive Plan -- is not a condition to the Merger.

The separate meetings to be held by Delta and Northwest to obtain
approvals of the Merger Agreements are still to be announced, the
filing disclosed.

A full-text copy of Delta and Northwest's joint prospectus on
Form S-4 is available at no charge at:

               http://ResearchArchives.com/t/s?2d2b

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NPS PHARMACEUTICALS: Stockholders Approve 1998 Plan Amendments
--------------------------------------------------------------
The stockholders NPS Pharmaceuticals Inc. approved an amendment to
the company's 1998 Stock Option Plan to extend the term of the
plan by four years until May 31, 2012.  The Board of Directors
previously adopted such amendment, subject to stockholder
approval.

                  Summary of the Amended 1998 Plan

   * Purpose

The 1998 Plan was adopted to provide a means to secure and retain
the services of present and future employees, directors, and
consultants of NPS and to provide incentives for employees,
directors and consultants to exert maximum efforts for the success
of NPS and thereby promote the company's long-term interests,
including growth in the value of its equity and enhancement of
long-term stockholder value.

   * Administration

The 1998 Plan is administered by the company's Board of Directors.  
The Board has full power and authority to interpret and construe
the provisions of the 1998 Plan and, subject to the provisions of
the 1998 Plan, to determine the persons to whom awards will be
granted, the type of awards to be granted, the dates on which
awards will be granted, the type, amount, and form of
consideration in connection with awards to be granted, and the
other terms and conditions of each award granted under the Plan.

The Board may delegate administration of the 1998 Plan to a
committee of at least two members of the Board and has delegated
such administration to the Compensation Committee.  The
Compensation Committee has the powers to administer the 1998 Plan
subject to such limitations as the Board provides.

In order to maximize the company's ability to recognize a business
expense deduction under Section 162(m) of the Internal Revenue
Code in connection with compensation recognized by "covered
employees" (defined in Section 162(m) as the chief executive
officer and other four most highly compensated officers), the
regulations under Section 162(m) require that the directors who
serve as members of the Committee responsible for administering
the 1998 Plan with respect to these covered employees must be
"outside directors."  The company has determined that the
Compensation Committee currently consists of outside, non-employee
directors.

   * Eligibility

Incentive Stock Options may be granted under the 1998 Plan to
employees (including executives) of NPS and any affiliates.  
Employees (including executives), directors and consultants of NPS
are all eligible to receive Non-Statutory Stock Options awards
under the 1998 Plan.  In order to ensure that NPS will be able to
deduct for tax purposes the compensation attributable to the
exercise of options granted under the 1998 Plan, the 1998 Plan
limits the maximum number of shares of Common Stock that may be
covered by stock options issued under the 1998 Plan to one
individual for any consecutive three calendar years to 750,000.

ISOs granted to an employee owning 10% or more of the total
combined voting power of NPS or any affiliate of NPS at the time
of grant must have an exercise price of at least 110% of the fair
market value of the stock subject to the option on the date of
grant, and the term of the option may not exceed five years from
the date of grant.  For ISOs granted under the 1998 Plan, the
aggregate fair market value determined at the time of grant of the
shares of Common Stock with respect to which such options are
exercisable for the first time by an optionee during any calendar
year (under all such plans of NPS and its affiliates), may not
exceed $100,000.

As of April 1, 2008, six executive officers, six non-employee
directors, and approximately 32 employees are eligible to
participate in the 1998 Plan.

                   Shares Available for Awards

On March 3, 1998, the Board adopted the 1998 Stock Option Plan,
which was subsequently approved by the stockholders on May 20,
1998.  There were a total of 1,000,000 shares initially authorized
for issuance under the 1998 Plan.  Pursuant to Board and
stockholder approval, this amount was increased to 3,000,000
shares in June 2000, to 4,900,000 shares in May 2002, and to
6,500,000 in August 2003.  As of April 1, 2008, there were
4,041,315  shares subject to outstanding options granted under the
company's 1998 Plan.

If there is any change in the Common Stock subject to the 1998
Plan or subject to any option granted under the 1998 Plan (through
merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split,
liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or otherwise), the 1998 Plan and
options outstanding thereunder may be appropriately adjusted as to
the type of security and the maximum number of shares subject to
such plan, the maximum number of shares which may be granted to an
employee during any calendar year, and the type of security,
number of shares and price per share of stock subject to such
outstanding awards in order to preserve (or prevent enlargement
of) the benefits or potential benefits intended at the time of the
grant.

                      Terms of the Options


   * Permissible Terms of Options under the 1998 Plan

Individual option grants may be more restrictive as to any or all
of the permissible terms.

a) Exercise Price; Valuation.

The exercise price of ISOs and NSOs under the 1998 Plan may not be
less than the fair market value of the Common Stock subject to the
option as of the date of the option grant, and in some cases with
respect to ISOs, as described above under "Eligibility", may not
be less than 110% of such fair market value.

b) Payment

The exercise price of options granted under the 1998 Option Plan
may be paid either:

   -- in cash at the time the option is exercised;

   -- by delivery of other Common Stock of NPS or a combination of
      cash and already owned Common Stock;

   -- through surrender of shares of Common Stock available for
      exercise under the Option;

   -- pursuant to a deferred payment arrangement;

   -- pursuant to a broker-assisted exercise same-day sales
      program;

   -- in any other form of legal consideration acceptable to the
      Board; or

   -- any combination.

c) No Repricing

Except for certain adjustments due to corporate transactions as
described herein, the exercise price for any stock option (ISOs
and NSOs) under the 1998 Plan may not be decreased after the grant
of such stock option, and a stock option may not be surrendered as
consideration in exchange for the grant of a new stock option with
a lower exercise price.

d) Option Exercise

Options granted under the 1998 Plan may become exercisable, or
vest, in cumulative increments as determined by the Board. The
Board has the power to accelerate the time during which an option
may be exercised, and options granted may contain provisions for
accelerated vesting upon specified events or conditions. In
addition, options granted under the 1998 Plan may permit exercise
prior to vesting, but in such event, the optionee may be required
to enter into an early exercise stock purchase agreement that
allows NPS to repurchase shares not yet vested at their exercise
price should the optionee leave the employ of NPS before vesting.

e) Term

The maximum term of ISOs and NSOs under the 1998 Plan is ten
years, except that in certain cases, as described above under
"Eligibility", the maximum term of ISOs is five years. ISO status
terminates three months after termination of the optionee's
employment with NPS or association as director or affiliate of
NPS, unless (a) such termination is due to such person's permanent
and total disability (as defined in the Internal Revenue Code of
1986, as amended), in which case the option may, but need not,
provide that it may be exercised at any time within one year of
such termination; (b) the optionee dies while serving, or within a
three-month period of having served NPS or any affiliate of NPS,
in which case the option may, but need not, be exercisable (to the
extent that the option was exercisable at the time of the
optionee's death) within twelve months of the optionee's death by
the person or persons to whom the rights to such option pass by
will or by the laws of descent and distribution; or (c) the option
by its terms specifically provide otherwise. Individual options by
their terms may provide for exercise within a longer period of
time following termination of employment or the consulting
relationship.

               Effect of Certain Corporate Events

The 1998 Plan provides that, in the event of a specified type of
merger or other corporate reorganization, the time during which
options outstanding under the 1998 Plan become vested shall be
accelerated and all outstanding Options shall become immediately
exercisable upon such event. The acceleration of an award in the
event of an acquisition or similar corporate event may be viewed
as an anti-takeover provision, which may have the effect of
discouraging a proposal to acquire or otherwise obtain control of
NPS.

                Duration, Amendment, and Termination

The Board may suspend or terminate the 1998 Plan without
stockholder approval or ratification at any time or from time to
time.  Unless sooner terminated, the plan shall terminate at
midnight, May 31, 2012.  No options may be granted under the plan
while the plan is suspended or after it is terminated.  The Board
may also amend the 1998 Plan at any time or from time to time.  
However, the Board may not, without the approval of the company's
stockholders:

   -- modify the plan to the extent such modification requires
      stockholder approval in order for the plan to satisfy or
      continue to satisfy Sections 422 or 162(m) of the Code,
      if applicable, Rule 16b-3, or Nasdaq or other securities
      exchange listing requirements;

   -- increase the number of shares issuable under the 1998 Plan;

   -- decrease the minimum stock option exercise price set forth
      in the 1998 Plan; or

   -- permit repricing of outstanding options.

The Board may submit any other amendment to the 1998 Plan for
stockholder approval, including, but not limited to, amendments
intended to satisfy the requirements of Section 162(m) of the Code
regarding the exclusion of performance-based compensation from the
limitation on the deductibility of compensation paid to certain
employees.

                    Restrictions on Transfer

Except as otherwise provided by the Board, awards under the 1998
Plan are not transferable other than as designated by the
participant by will or by the laws of descent and distribution. In
general, ISOs may not be transferred by the optionee otherwise
than by will or by the laws of descent and distribution and,
during the lifetime of the optionee, may be exercised only by the
optionee.  NSOs may not be transferred except when transfer to a
family member or related trust or partnership is authorized by
express provision of the option grant agreement, by will or by the
laws of descent and distribution or pursuant to a domestic
relations order satisfying the requirements of Rule 16b-3 and,
during the lifetime of the optionee, may be exercised only by the
optionee, a valid family member, or a transferee pursuant to a
domestic relations order.

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty     
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

                          *     *     *

As reported Troubled Company Reporter on May 14, 2008, the Audit
Committee of the Board of Directors of NPS Pharmaceuticals, Inc.,
concluded, after consultation with management of the company and a
review of the pertinent facts, that the previously reported
financial statements contained in the company's Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2007, should not be
relied upon due to an error in the computation of the cash sweep
premium interest expense associated with the Secured 8.0% Notes
due on March 30, 2017.  The company detected this error during the
course of the preparation and review of the company's Quarterly
Report on Form 10-Q for the period ended March 31, 2008.

As a result of this error, the company understated accrued
interest expense and retained deficit and overstated income taxes
payable on the Consolidated Balance Sheet as of Dec. 31, 2007.  
Also, as a result of the error, the company understated interest
expense and overstated income tax expense on the Consolidated
Statement of Operations for the year ended Dec. 31, 2007.  The
company is currently working on restating the financial statements
that were included in its Form 10-K for the year ended Dec. 31,
2007, and will file an amendment on Form 10-K/A to include the
restated financial statements and related disclosures once they
are completed.

NPS Pharmaceuticals Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $231.8 million in total assets and $419.8 million in
total liabilities, resulting in a $188.0 million total  
shareholders' deficit.


NRG ENERGY: Fitch Publishes Valuation of NRG/Calpine Asset Values
-----------------------------------------------------------------
In light of NRG Energy Inc.'s unsolicited offer to purchase
Calpine Corp., Fitch Ratings has published an estimation of the
asset values of both NRG (rated 'B' with an Evolving Rating
Outlook by Fitch) and Calpine.

Fitch placed NRG on Rating Watch Evolving on May 22 due to the
unresolved uncertainty of the impact on NRG's credit profile.  CPN
is not currently rated by Fitch.

Fitch's analysis considers three potential scenarios:

  -- A high case using a stochastic model, which recognizes each
     asset's embedded option value;

  -- A low case using a deterministic or traditional dispatch
     model; and

  -- The midpoint between the high and low cases.

Note that the valuations derived from Fitch's recovery analysis
typically vary relative to market values.  Realized valuations
will likely differ from those presented here.

Such analysis is a standard component of Fitch's rating
methodology for all high-yield issuers.  The ultimate ratings for
a combined NRG/CPN issuer will be determined based on the details
of the transaction, including expected cash flows, capital
structure and covenants.  

To calculate these values, Fitch used an independent long-term
forecast of regional power and fuel prices.  Generating assets are
valued on a dollar/kilowatt basis determined by the present value
of future cash flows using a 10% discount rate.  Fitch considers
the dispatch model for each asset, projected market clearing
prices in the relevant region and estimates of price volatility.  
Potential capacity revenues are not included.


OWENS-ILLINOIS: Fitch Lifts IDR to BB on Better Operating Results
-----------------------------------------------------------------
Fitch Ratings has upgraded Owens-Illinois, Inc.'s IDR to 'BB'
following the company's improved operating results in 2007 and
year-to-date 2008.  Other ratings within the capital structure
have been upgraded as:

Owens-Illinois, Inc.:
  -- Issuer Default Rating to 'BB' from 'B+';
  -- Senior unsecured notes to 'BB-' from 'B-/RR6';

Owens Brockway Glass Container Inc.
  -- IDR to 'BB' from 'B+';
  -- Senior secured credit facilities to 'BBB-' from 'BB+/RR1';
  -- Senior unsecured notes to 'BB+' from 'BB/RR2';

OI European Group, B.V.
  -- Senior secured credit facility to 'BBB-' from 'BB+/RR1';
  -- Senior unsecured notes to 'BB+' from 'BB/RR2'.

In addition, Fitch has withdrawn these ratings:

Owens-Illinois, Inc.
  -- Preferred stock 'B-/RR6'.

Recovery ratings on all debt within the capital structure have
been withdrawn based on the upgrade of the IDR and in accordance
with Fitch's recovery ratings methodology.

The Rating Outlook is Stable.  Approximately $3.4 billion of debt
is affected by the ratings action.

The upgrade of the IDR is based on substantially improved
operating performance in fiscal year 2007 and year-to-date 2008.  
A primary factor in Fitch's ratings action for OI is the stronger
cash flow generation the company has produced over the last
several quarters.  OI produced $625 million of operating cash flow
in 2007, compared to $111 million in 2006.  The positive cash flow
trend has continued in early 2008 as OI generated $21 million of
operating cash in the first quarter compared to negative
$40 million in first quarter 2007.

In addition, the company's pricing and cost initiatives continue
to achieve better than expected results.  Profitability has
improved with EBITDA margin expansion of 310 basis points from
FY2006 to FY2007.  EBITDA margin expanded 420 basis points to
22.3% for the first quarter of 2008, compared to the same period
prior year.  The sustained positive trend in operating results has
offset the lost revenues and earnings from the divested plastics
business sooner than Fitch anticipated.

Ratings within the capital structure have been upgraded one notch
for each class except the unsecured notes at Owens-Illinois, Inc.
which were upgraded three notches to 'BB-' to reflect the overall
improvement in credit support for this class and its structural
subordination to the unsecured notes at Owens-Brockway.  The two-
notch difference between the senior secured credit facility and
the IDR is supported by the facility's substantial
collateralization and about $2.5 billion of unsecured and
structurally subordinated debt beneath this class.

OI's ratings are supported by the company's improved cash flow,
industry leading margins, leading market positions, global
footprint, technology leadership, and long-term customer
relationships with large, stable customers.  Ratings concerns
remain focused on higher energy and fuel costs, a substantial
portion of sales being derived from mature markets with slow
volume growth, and to a lesser extent asbestos liabilities.

OI's pricing discipline continues to be successful.  The company
has lost some volume as a result of this strategy, but the losses
have been minor thus far.  The profitability gains have been
favorable.  Segment operating profit margin increased several
hundred basis points in three out of four regions in first quarter
2008 compared to the same period prior year.  Profitability
slipped slightly in North America for the same period.  OI has had
the most success in achieving its pricing objectives in Europe.  
In North America, where OI is the dominant glass container maker,
the company has achieved fewer price increases.  This is due in
large part to the long-term nature of contracts used in the
market.

Further margin expansion could be forthcoming as a result of the
pricing initiatives.  OI has reviewed or renegotiated only a
portion of its business globally and has yet to renegotiate
pricing on a majority of business in North America, where only 18%
of business has been renewed under the new pricing initiatives.

Cost inflation could absorb some of the pricing gains and
challenge the company's rapid improvement in profitability.  Fitch
believes the greatest risk to the company's performance continues
to be energy and raw material cost inflation.  OI's biggest energy
exposure comes in the form of natural gas.  Fuel is another large
cost component, as shipping glass containers is expensive.  This
cost is likely to move higher in coming months with the rise in
oil prices.  OI's energy risks are somewhat mitigated through the
use of hedging, as well as the global nature of its operations.  
Nevertheless, management currently estimates cost inflation of
between $300 million and $375 million in 2008.

OI is aggressively managing costs to offset and get ahead of
inflation.  The company continues to pull costs out of its
manufacturing processes.  Productivity and operating performance
variance at the company's more than 80 facilities have been
substantially improved. Measurable gains have been made through
six-sigma and lean initiatives.  In 2007, the company achieved
nearly 1% of productivity improvement in operations.  Management
expects to achieve cost savings equivalent to 2% of sales when the
current productivity initiatives are completed.

Cash flow credit metrics should continue to improve in 2008 as
Fitch anticipates higher operating and free cash flow. Fitch
expects OI could achieve free cash flow of $450 million or more in
2008, after cash asbestos payments which are likely to remain
elevated and capital expenditures of $400 million or more.  
Further deleveraging is possible through modest additional debt
reduction and earnings growth.

OI's liquidity profile is solid with $483 million of cash and
$726 million of available revolver as of Mar. 31, 2008.  The
$1.2 billion of liquidity at the end of first quarter 2008, has
since been reduced as OI used revolver capacity to retire
$250 million of 7.35% unsecured notes at parent Owens-Illinois,
Inc. that matured in May.  Still, liquidity along with internal
cash generation will be more than sufficient to meet cash
obligations and modest debt maturities in 2008 and 2009.  
Amortization of the company's bank debt has been prepaid through
December 2010 and no quarterly payments will be required until
2011.  Fitch expects OI's total leverage ratio could decline to
about 2.1 times by FYE 2008 compared to 2.5x at FYE 2007.


PATRICIA GILROY: Elderly Care Biz Foreclosed After Case Dismissal
-----------------------------------------------------------------
Traverse (Mich.) Record-Eagle reports that French Manor Inn on
Seventh Street was foreclosed last week after Irwin Union Bank
rejected the business' Chapter 11 bankruptcy plan.  Record-Eagle's
Melissa Domsic says owner Patricia Gilroy hopes an interested
buyer will purchase the facility and prevent it from closing.

The report says local elderly assisted-living home residents may
face eviction as a result of the foreclosure.

Record-Eagle says Norm Droste, Irwin Union Bank's lawyer, notified
residents last week that the facility would be closed.  Record-
Eagle relates Mr. Droste served eviction notices last June, but
they were dismissed because of the automatic stay in effect as a
result of the bankruptcy filing.

Union Bank sought conversion of the chapter 11 case to a case
under chapter 7 in April 2008.  That request was denied.  The U.S.
Bankruptcy Court for the Western District of Michigan in Grand
Rapids, however, dismissed the case on May 5, 2008.

Ms. Gilroy filed a motion to sell estate assets.  That request was
denied the same day the case was dismissed.

According to Record-Eagle, 13th Circuit Judge Philip E. Rodgers
said the business is no longer in bankruptcy, but its debt is
approaching $2,000,000.

Record-Eagle relates that Ms. Gilroy has said a potential
purchaser is interested in operating the facility.  Ms. Gilroy,
however, won't disclose the potential buyer's identity, the report
says.

Mr. Droste said he was "not aware of any qualified buyers," the
report adds.

Record-Eagle relates that Mr. Droste said Judge Rodgers directed
Ms. Gilroy to discontinue operating the facility and stop
collecting rents from people and move them peacefully to new
facilities.  Mr. Droste said there was no eviction notice.

The report says Ms. Gilroy's attorney, Ann Stringer-Velez, said
she plans to file suit against Irwin Union Bank and Mr. Droste for
serving the notices.  Ms. Stringer-Velez called the action
underhanded and unnecessary because of a possible sale, the report
says.

The report adds that Ms. Gilroy recently agreed to a voluntary
foreclosure of a continued care home across the street that housed
four residents.  The report says Ms. Gilroy closed the place in
April and helped residents find a new place to live.

Particia A. Gilroy filed for Chapter 11 bankruptcy protection on
June 30, 2006, before the U.S. Bankruptcy Court for the Western
District of Michigan (Case No. 06-03035).  Wallace H. Tuttle,
Esq., at Wallace H. Tuttle, P.C., in Traverse City, Michigan,
represented the Debtor.  Upon filing for bankruptcy, Ms. Gilroy
disclosed between $1,000,0001 to $10,000,000 in estimated assets
and debts.


PREMIERE ACQUISITIONS: Case Summary & 40 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Premiere Acquisitions, LLC
             4650 N. Hwy. 89, Ste. D2 & D3
             Flagstaff, AZ 86004

Bankruptcy Case No.: 08-06447

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Luxury Lofts, LLC                          08-06454

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: June 2, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT

Debtors' Counsel: Nancy J. March, Esq.
                  Email: nmarch@dmyl.com
                  Deconcini McDonald Yetwin & Lacy, P.C.
                  2525 E. Broadway Blvd., Ste. 200
                  Tucson, AZ 85716
                  Tel: (520) 322-5000
                  Fax: (520) 322-5585
                  http://www.dmyl.com
                        -- and --

                  Shelton L. Freeman, Esq.
                  Email: tfreeman@dmylphx.com
                  Deconcini McDonald Yetwin & Lacy, P.C.
                  7310 N. 16th St. Ste. 330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  http://www.dmyl.com

Premiere Acquisitions, LLC's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A. Premiere Acquisitions, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
L.P.'s Excavating, Inc.        services              $2,845,207
606 E. Frank Way
Williams, AZ 86046

A. Minor Contracting, Inc.     services              $1,825,042
1071 Commerce Dr., Ste. A
Prescott, AZ 86305

Arizona Public Service Co.     services              $961,162
Attn: Sylvia A. Sedillo
P.O. Box 53920, STA 9996
Phoenix, AZ 85072-3920

RTR Paving & Resurfacing,      services              $339,665
LLC
P.O. Box 30536
Flagstaff, AZ 86003-0536

Brown Tank & Steel             services              $259,154
P.O. Box 20781
Phoenix, AZ 85036

Martin & Martin Civil          services              $211,366
Engineers & Surveyors

Roadsafe Traffic Systems       services              $120,604

Landmark Engineering &         services              $90,862
Surveying

Paul Vedo                      services              $77,451

The Construction Group         services              $56,545

Block-Lite Co., Inc.           services              $30,219

Landscape Connection T.L.C.,   services              $27,315
Inc.

Flagstaff Landscape Products,  services              $18,723
Inc.

Sunstate Equipment Co.         services              $17,932

CNH Capital America, LLC       services              $15,000

Border Construction            services              $12,366
Specialties

Rockstar Architects            services              $9,791

Intellicommunities             services              $7,160

William P. Ring, P.C.          services              $6,792

KKE Architects, Inc.           services              $6,114

B. Luxury Lofts, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
L.P.'s Excavating, Inc.        services              $2,845,207
606 E. Frank Way
Williams, AZ 86046

A. Minor Contracting, Inc.     services              $1,825,042
1071 Commerce Dr., Ste. A
Prescott, AZ 86305

Arizona Public Service Co.     services              $961,162
Attn: Sylvia A. Sedillo
P.O. Box 53920, STA 9996
Phoenix, AZ 85072-3920

RTR Paving & Resurfacing,      services              $339,665
LLC
P.O. Box 30536
Flagstaff, AZ 86003-0536

Brown Tank & Steel             services              $259,154
P.O. Box 20781
Phoenix, AZ 85036

Martin & Martin Civil          services              $211,366
Engineers & Surveyors

Roadsafe Traffic Systems       services              $120,604

Landmark Engineering &         services              $90,862
Surveying

Paul Vedo                      services              $77,451

The Construction Group         services              $56,545

Block-Lite Co., Inc.           services              $30,219

Landscape Connection T.L.C.,   services              $27,315
Inc.

Flagstaff Landscape Products,  services              $18,723
Inc.

Sunstate Equipment Co.         services              $17,932

CNH Capital America, LLC       services              $15,000

Border Construction            services              $12,366
Specialties

Rockstar Architects            services              $9,791

Intellicommunities             services              $7,160

William P. Ring, P.C.          services              $6,792

KKE Architects, Inc.           services              $6,114


PREMIER PROPERTIES: DeBartolo, Dominion Eye Metropolis Mall Asset
-----------------------------------------------------------------
IndyStar.com says DeBartolo Development is laying the groundwork
to buy the Metropolis mall in Plainfield, Indiana, following the
financial collapse of Premier Properties.

IndyStar.com reports that Premier and founder Christopher P.
White, developers of Metropolis and other real estate along Main
Street in Plainfield, are facing various lawsuits and legal
proceedings in state and federal courts.  IndyStar.com says banks
and other lenders have foreclosed on the Debtor's prime projects
in several states, including Metropolis in Hendricks County.

IndyStar.com relates that Dominion Capital Management, the lender
that foreclosed on Mr. White's ownership rights in the Plainfield
mall, has taken over the operation and hired CB Richard Ellis real
estate for daily management of the mall.

DeBartolo has a letter of intent to acquire Metropolis and other
Premier real estate around the country, IndyStar.com says, citing
Dominion's local attorney, Henry A. Efroymson, Esq., at Ice
Miller.

According to IndyStar.com, Mr. Efroymson said, "Dominion is very
excited about working with DeBartolo on this project because it is
a company with the financial capability to put together these
deals."

IndyStar.com said Dominion and DeBartolo are conducting due
diligence to aid in the operations and a refinancing or sale.

IndyStar.com reports that Scott Gray at Sitehawk said the interest
among new retailers, restaurants and banks in finding space in
Plainfield remains strong.  Sitehawk was hired to market 85 acres
of undeveloped Premier land across the street from the mall and to
manage a 50,000-square-foot phase of the Plainfield Commons
shopping center nearby, IndyStar.com says.

Indianapolis, Indiana-based Premier Properties USA, Inc. --
http://www.ppusa.com/-- develops shopping centers and offices.   
The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008, before the U.S. Bankruptcy Court for the Southern District
of Indiana (Case No. 08-04607).  William J. Tucker, Esq.,
represents the Debtor.

When it filed for bankruptcy, the Debtor reported estimated assets
and debts between $1 million and $10 million.


PRICHARD HOUSING: Moody's Cuts Rating on $1.19M Bonds to Ba3
------------------------------------------------------------
Moody's Investors Service downgraded the rating on $1,190,000 of
outstanding Prichard Housing Corporation, First Mortgage Housing
Revenue Bonds (Ridge Manor - Section 8 Assisted Elderly Project)
Series 1998 to Ba3 from Ba1. The outlook remains stable. The
downgrade is based on low debt service coverage levels, resulting
from increasing property expenses and a lack of rental rate
increases.

Ridge Manor is a 120 - unit housing property located in Prichard,
Alabama. The property contains 102 one-bedroom apartments and 18
two-bedroom apartments, and is intended for low-income elderly
tenants. Rental rate increases at the property are limited by the
annual adjustment factor and subject to approval by HUD.

                        Strengths

* Fully funded debt service reserve fund

* Trustee-held funds with ample reserves, including a Surplus
Fund, Replacement Reserve Fund and Refund Savings Fund. The
Surplus Fund may be used to cure any deficiency in the Bond Fund.
The Replacement Reserve and Refund Savings Funds are intended for
property maintenance.

* 97.5% occupancy rate as of February March, 2008 and a 50-person
waiting list

* Relatively short time until bond maturity in 9/1/2011. Bond
maturity coincides with the expiration of the HAP Contract.

* Rental rates are below Fair Market Rent, making future increases
in rental rates possible. Property management has applied for HAP
Contract Rent increases, and intends to do so again in the near
future
        
                         Challenges

* Debt service coverage levels have declined. Audited financial
statements show debt service coverage levels have declined from
0.76x (FY2005) to 0.53x (FY2006) and 0.57x (FY2007). These debt
service coverage levels are in line with other Moody's-rated
Section 8 properties at this rating level.

* Increased property expenses. Property expenses have increased
over the past four fiscal years. Even as management has taken
steps to reduce controllable expenses, non-controllable operating
expenses have continued to increase (for example, insurance
premiums).

* Rental revenue has been stagnant over the past three fiscal
years. Property management has applied for HAP Contract Rent
increases to remedy this challenge.
Outlook

The outlook on the bonds remains stable due to ample fund balances
and management efforts to revive the property's financial
solvency. The sizable Refund Savings and Replacement Reserve Fund
balances are beginning to be used to pay extraordinary and other
maintenance expenses, which may improve cash flow available for
debt service.

                          Key Statistics

Current Occupancy: 98%

Bond Maturity: Sept. 1, 2011

HAP Expiration: Sept. 1, 2011

Debt Service Coverage (FY2007): 0.57x

Average Rent as % of FMR: 81%


QUEBECOR WORLD: Settles Blue Heron's Prepetition Claim
------------------------------------------------------
Blue Heron Paper Company asked the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay and let
it recoup certain amounts owed to them by Quebecor World Inc. and
its debtor-affiliates.

As of the bankruptcy filing, the Debtors owed Blue Heron
$1,459,370 on account of paper products shipped prepetition.

As a result of good faith negotiations, the parties entered into
stipulation agreeing:

   (a) to set off rebates of $795,786 owed by Blue Heron to the
       Debtors prepetition against the obligations of the
       Debtors in the aggregate amount of $1,459,370 owing to
       Blue Heron prepetition; and

   (b) that in the final settlement of all amounts owing to Blue
       Heron by the Debtors, Blue Heron is granted an allowed
       Section 503(b)(9) administrative claim totaling $663,584,
       which claim will be paid pursuant to any plan of
       reorganization.

                       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: Court Approves Lease Agreement with Headlands
-------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into a lease agreement with Headlands Realty Corp.

As reported in the Troubled Company Reporter on May 29, 2008
The Debtors, through the operations of Debtor Quebecor World
Logistics Inc., provide freight and logistics services to their
customers.  QW Logistics is currently in the process of relocating
a consolidation facility in New Jersey.

Michael J. Canning., Esq., at Arnold & Porter LLP, in New York,
told the U.S. Bankruptcy Court for the Southern District of New
York that as response to the increased demand for co-mailing
services, the Debtors must be able to provide state-of-the-art
co-mailing services to their customers.  The Debtors are presently
in the process of acquiring six state-of-the-art 30-Pocket SF505
Co-Mailer Systems.

The Debtors intend to locate certain of the Co-Mailers to the
Northeast United States.  The Debtors currently do not own or
lease any facilities in that area to support the installation of
multiple Co-Mailers.  Moreover, the Debtors have determined that
they can realize certain efficiencies and cost savings, and
consolidate and streamline their operations by locating certain
of the Co-Mailers at the same facility as QW Logistics'
Northeastern United States consolidation facility, Mr. Canning
related.  Accordingly, the Debtors are in need of additional real
property that can serve as both a consolidation facility for
QW Logistics and for the Co-Mailers.

Mr. Canning related that the Debtors have determined that the
facility best suited for the needs of both QW Logistics and the
Debtors' co-mailing business is the site owned by Headlands
Realty Corp., located at 13 Jensen Drive, in Franklin Township,
Somerset County, New Jersey.

Mr. Canning said that Quebecor World (USA) Inc. agreed to execute
to Headlands a guaranty of lease dated April 8, 2008, pursuant to
which QW USA agreed to unconditionally and guarantee the prompt
payment of all rents and sums payable by QW Logistics and the
performance by QW Logistics of each of the terms of the Lease.

The initial term of the Lease commences on April 8, 2008, and
ends on Oct. 31, 2020.  QW Logistics will have the right to
renew the Lease for four additional five-year terms at rates yet
to be determined.  The pre-based rent commencement date period is
from April 8, 2008 to Sept. 30, 2008.  QW Logistics'
estimated monthly rental payment under the Lease during the
initial rental period from May 1, 2009, to Sept. 30, 2013,
will be $138,354.  In addition, QW Logistics is required to make
an advance payment of rent of $138,354 in connection with QW
Logistics' entry into the Lease.

QW Logistics is required to provide Headlands with a security
deposit of $1,700,000 through a letter of credit, which will be
reduced to $141,666 on each anniversary of the base rent
commencement date for each year of the Lease's term.  QW
Logistics will have the right to construct or install certain
tenant improvements.  Headland will pay QW Logistics a tenant
improvement allowance of $1,143,249.

                       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: Settles Dispute with Silvex Designs
---------------------------------------------------
Judge James M. Peck approved a stipulation resolving an action
commenced by Silvex Designs Inc. before the U.S. District Court
for the Southern District of New York against Quebecor World Inc.,
its debtor-affiliates and other parties for the loss of 1,000
pounds of jewelry valued at $332,872 upon delivery of the
consignment to Silvex in Arizona.

The Troubled Company Reporter said on April 1, 2008, that Silvex
asked the Court to lift the automatic stay to pursue the District
court action.

The Debtors maintain a policy of insurance with Navigators Ins.
Co., through Navigators Management (UK) Ltd., which was in
effect at the time of the transaction giving rise to the District
Court Action.

To resolve their disputes, the parties entered into a stipulation
providing that:

   (a) the automatic stay is modified for the sole purpose of
       determining the liability or damages of the Debtors to
       Silvex relating to the District Court Action, and only
       provided that Navigator continues to pay for any and all
       costs and liabilities in relation to Debtors' defense in
       the Action;

   (b) Silvex waives any claims it may have against the Debtors,
       including any claims to distribution in the Debtors'
       bankruptcy cases on account of damages or other recovery
       in connection with the Action, and the sole right and
       remedy of Silvex regarding the enforcement of any claims
       asserted in the Action will be limited to the proceeds
       available under the Insurance Policy;

   (c) Silvex waives any claims against the Debtors, other than
       any claim it may have against the insurance proceeds.
       Further, Silvex will not engage in any effort to collect
       any amount from entities indemnified by the Debtors;

   (d) Silvex further agrees that any settlement of the Action
       will include a general release of all claims against the
       Debtors, any Indemnified Parties, and the Debtors'
       insurers;

   (e) the automatic stay will be reinstated if Navigator
       notifies the Debtors' counsel that it will not pay for the
       costs of defending the Debtors in the Action or for any
       liabilities in relation to the Action.

                       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: Modified Severance Program Approved by Court
------------------------------------------------------------
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 implement their modified severance program.  

The Troubled Company Reporter related on May 29, 2008, that the
Debtors sought the Court's permission to modify their severance
program to:

   (a) a limited number of employees whom the Debtors have
       determined to be critical to an effective shutdown
       of the Northeast Graphics facility;

   (b) make certain critical employees, who are not eligible to
       receive 26 weeks of severance, be eligible for 26 weeks of
       severance; and

   (c) make certain critical employees already entitled to 26
       weeks severance be eligible for an additional severance
       enhancement ranging from $2,000 or $10,000 per employee.

When it entered the order approving the execution of the modified
severance program, the Court, however, set these limitations:

  (a) The Debtors will provide advance notice of the specifics
      of the program for any facility other than the Northeast
      Graphics facility, including the number of employees to be
      included in the program and the aggregate costs potentially
      involved, at least 10 days prior to the announcement of the
      program to effected employees, to the Official Committee of
      Unsecured Creditors, the Ad Hoc Group of Noteholders, and
      the Administrative Agent for the Debtors' Prepetition
      Lenders, and the Office of the United States Trustee.

  (b) The Debtors will proceed with the implementation of the
      Modified Severance Program relative to the closure of other
      facilities if none of the Consent Parties notifies the
      Debtors of an objection to the proposed action after
      receipt of any additional information reasonably requested
      by any of the Consent Parties to consider the proposed
      implementation of the Modified Severance Program and the
      expiration of 10 days; or an earlier date that the Consent
      Parties provide the Debtor with written confirmation of
      their approval.

Any payment to any employee under the Modified Severance Program,
or prior Severance Programs, approved by the Court will be final
and not subject to disgorgement.

                       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.


RESIDENTIAL ASSET: Fitch Junks Ratings on Paydown Performance
-------------------------------------------------------------
Fitch Ratings has downgraded one Residential Asset Mortgage
Products and one Residential Asset Securities Corporation Net
Interest Margin notes listed below:

RAMP NIM 2005-NM5 Trust:
  -- $4.95 million class SB to 'C/DR6' from 'BBB-'.

Underlying transaction: Residential Asset Mortgage Products
2005-RS6

RASC NIM 2005-NT2 Trust:
  - -$636,253 class SB1 to 'C/DR6' from 'BBB'.

Underlying transaction: Residential Asset Securities Corporation
2005-KS2

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.


RESIDENTIAL REINSURANCE: S&P Puts Low-B Ratings on Three Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned senior secured debt
ratings to three classes of variable-rate notes issued by
Residential Reinsurance 2008 Ltd.:

     -- $125 million Class 1 Series 2008-1 variable-rate notes due
        June 6, 2011 rated 'BB'.

     -- $125 million Class 2 Series 2008-1 variable-rate notes due
        June 6, 2011 rated 'B'.

     -- $100 million Class 4 Series 2008-1 variable-rate notes due
        June 6, 2011 rated 'BB+'.

The notes are the initial offerings under Res Re 2008's variable-
rate note program.  Res Re 2008 is a Cayman Islands exempted
company licensed as a Class B insurer in the Cayman Islands.  
United Services Automobile Assoc. (USAA; AAA/Stable/--), a
reciprocal interinsurance exchange domiciled in Texas and the
ceding insurer, and certain of its affiliated companies have
entered into three reinsurance agreements with Res Re 2008.  The
purpose for issuing the notes and entering into the reinsurance
agreements is to provide USAA with a source of indemnified multi-
year reinsurance capacity.
      
"The ratings on the notes are based on the probability of
attachment for each class as modeled by AIR Worldwide Corp.," said
Standard & Poor's credit analyst Gary Martucci.  The annualized
probability of attachment, based on the sensitivity analysis, for
the Class 1 notes is 2.15%; Class 2 notes, 5.08%; and Class 4
notes, 0.64%.
     
The Class 1 and 2 notes are exposed to first and subsequent U.S.
hurricanes and earthquakes, including fire following, on a per
occurrence basis.  The Class 1 notes will cover losses between the
initial trigger amount of $2.00 billion and the initial exhaustion
amount of $2.90 billion, and the Class 2 notes will cover losses
between $1.25 billion and $2.00 billion.  The Class 4 notes are
exposed not only to the same natural perils as the Class 1 and 2
notes but also to severe thunderstorm and winter storm in the
contiguous 48 states and the District of Columbia and to wildfire
in California, though on an annual aggregate basis.  The initial
coverage portion of the Class 4 notes is within a layer running
from $1.56 million to $1.95 billion and covers losses for which
there is currently no existing insurance coverage at USAA.
     
For an event to affect the Class 4 notes, USAA must incur a
minimum of $35 million of paid losses.  This is the first time
severe thunderstorm, winter storm, and wildfire have been included
in a Res Re issuance.  From the perspective of contribution of
losses to the layer by peril, the modeled results indicate that
hurricane at 87% is by far the greatest risk, followed by severe
thunderstorm at 8%.  Wildfire is expected to contribute 1% of
losses to the layer, and although wildfire can trigger a loss to
the Class 4 noteholders, without losses resulting from other
perils, by itself it is not expected to cause a loss of principal.
     
The reinsurance agreement, which is effectively supported by the
proceeds from the issuance of the notes, will provide USAA with a
source of indemnified catastrophe coverage for hurricanes in 27
states and the District of Columbia and for earthquakes in all 50
states and the District of Columbia over a three-year risk period.


RIDGEWAY COURT: Moody's Lowers Ratings to Ba3 on Three Notes
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
classes of notes issued by Ridgeway Court Funding II, Ltd. and
left on review for possible further downgrade ratings of three of
these classes of notes as:

Class Description: Up to $840,000,000 Class A1A Floating Rate
Notes Due June 2047

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $660,000,000 Class A1B Floating Rate Notes Due
June 2047

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $450,000,000 Class A1C Floating Rate Notes Due
June 2047

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $300,000,000 Class A1X Floating Rate Notes Due
June 2047

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

Class Description: $225,000,000 Class A2 Floating Rate Notes Due
June 2047

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

Class Description: $225,000,000 Class A3 Floating Rate Notes Due
June 2047

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

Class Description: $35,000,000 Class B Deferrable Floating Rate
Notes Due June 2047

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

Class Description: $33,000,000 Class C Deferrable Floating Rate
Notes Due June 2047

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

Ridgeway Court Funding II, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS securities and
CDO securities.  On Jan. 10, 2008 an event of default caused by
the Principal Coverage Ratio relating to the Class A Notes falling
below 97.5% pursuant Section 5.1(d) of the Indenture dated June
27, 2007 was reported by the trustee.  That event of default is
continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of 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 by
certain Noteholders.  Because of this uncertainty, the ratings
assigned to the Class A1A Notes, Class A1B Notes, and Class A1C
Notes remain on review for possible further action.


ROCKBOUND CDO: Moody's Trims Ratings to C on Four Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
classes of notes issued by Rockbound CDO I, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: Up to $205,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2047

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $115,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $103,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $42,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $23,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Rockbound CDO I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
Nov. 30, 2007 the transaction experienced an event of default
caused by a failure of the Senior Credit Test to be satisfied as
required under Section 5.1(h) of the Indenture dated July 26,
2007.  That event of default is continuing.  Also, Moody's has
received notice from the Trustee that it has been directed by the
Holders of a Majority of the Controlling Class to declare the
principal of all of the Notes, together with all accrued and
unpaid interest and Commitment Fees (including Defaulted Interest
and Interest on such Defaulted Interest) to be immediately due and
payable.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A1S Notes
issued by Rockbound CDO I, Ltd is on review for possible further
action.


RYAN PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ryan Properties, LLC
        2800 Dickerson Road
        Reno, NV 89503

Bankruptcy Case No.: 08-50814

Description: Michael W. Peel, chief executive manager and
             president, filed the petition on the Debtor's
             behalf.

Chapter 11 Petition Date: May 26, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Peter T. Combs, Esq.
                  (petertoft@aol.com)
                  326 West Liberty Street
                  Reno, NV 89501
                  Tel: (775) 322-8678

Total Assets: $1,910,006

Total Debts:  $1,317,938

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

            http://bankrupt.com/misc/nv08-50814-pet.pdf


SARAH'S TENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sarah's Tent LLC
        3565 NE 207 St Ste A1
        Aventura, FL 33180

Bankruptcy Case No.: 08-17075

Type of Business: The debtor operates a kosher grocery store.

Chapter 11 Petition Date: May 29, 2008

Court: Southern District of Florida (Miami)

Judge: Hon. A. Jay Cristol

Debtor's Counsel: Stan L Riskin, Esq.
                  (slriskin@aol.com)
                  8000 Peters Rd #A-200
                  Plantation, FL 33324
                  Telephone (954) 473-2200

Estimated Assets: $0 to $50,000

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

A copy of the debtor's petition and a list of its 20 largest
creditors is available for free at:

            http://bankrupt.com/misc/flsb08-17075.pdf


SEARS HOLDINGS: Bad Operations Results Cue S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hoffman
Estates, Illinois-based Sears Holdings Corp. and related entities
to negative from stable.  S&P also affirmed the corporate credit
and bank loan ratings on Sears and the senior unsecured ratings on
Sears Roebuck Acceptance Corp., Sears Canada Inc., and Sears DC
Corp.
     
"The outlook revision is based on Sears' disappointing operating
results for the quarter ended May 3, 2008," said Standard & Poor's
credit analyst Ana Lai, "with steep declines in sales and weak
profitability."  She also said that Standard & Poor's is concerned
about management's ability to revive sales and improve
profitability in a challenging economic and housing environment
and an intensely competitive landscape.


SHARPS CDO: Fitch Slashes Ratings on Two Notes to CCC from A
------------------------------------------------------------
Fitch Ratings has downgraded two classes of notes issued by SHARPS
CDO I, Ltd/Corp. and wrapped by CIFG as:

  -- $255,162,729 class A-1 to 'CCC' from 'A-';
  -- $9,450,471 class A-2 to 'CCC' from 'A-'.

The rating action follows Fitch's downgrade of CIFG's Insurer
Financial Strength rating to 'CCC' from 'A-'.  Fitch also placed
the IFS on Rating Watch Evolving.

The ratings of the class A-1 and A-2 classes were previously based
upon the rating of CIFG Assurance North America, the credit
enhancement provider.  The current ratings on the class A-1 and A-
2 notes now reflect the unenhanced credit quality of these notes
giving no benefit to the financial guaranty policy provided by
CIFG.  As per its press release, CIFG is actively seeking to
remediate its SF CDO exposures to improve the company's capital
position, hence the Rating Watch Evolving.  Therefore, Fitch's
ratings on the class A-1 and class A-2 notes no longer reflect any
benefit for the financial guaranty policy provided by CIFG.

SHARPS I is a static cash flow collateralized debt obligation that
closed on Dec. 15, 2006 and has no trading flexibility and no
asset manager.  Deutsche Bank Trust Company Americas is the
trustee for this transaction.  SHARPS I has a portfolio comprised
primarily of Alternative-A residential mortgage-backed securities
(89.95%) and prime RMBS (10.05%).  Alt-A RMBS of the 2005 and 2006
vintages represent approximately 29.44% and 59.45% of the
portfolio.  On May 2, 2008, Fitch downgraded the class B, C, D and
E notes to reflect collateral deterioration in the portfolio.

Fitch's unenhanced rating on the class A-1 and A-2 notes reflect
the significant collateral deterioration within the portfolio,
specifically subprime RMBS, Alt-A RMBS, and structured finance
CDOs with underlying exposure to subprime RMBS.  Since the
transaction closed, approximately 63% of the portfolio has been
downgraded net of upgrades, and another 40.9% of the portfolio is
currently on Rating Watch Negative.  Approximately 52.8% of the
portfolio is rated below investment grade with 29.1% rated 'CCC'
and lower.  The negative credit migration is primarily
attributable to credit deterioration in subprime RMBS bonds from
the 2005, 2006 and 2007 vintages, coupled with significant
downgrades in SF CDOs originated between 2005 and 2007.

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


SLAVIC KOTSYUBCHUK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Slavic S. Kotsyubchuk
        Tanya F Kotsyubchuk
        P.O. Box 2281
        Clackamas, Oregon 97015

Bankruptcy Case No.: 08-32366

Chapter 11 Petition Date: May 21, 2008

Court: District of Oregon

Judge: Randall L. Dunn

Debtors' Counsel: Charles E. Harrell, Esq.
                   (harrell@gckattorneys.com)
                  700 Deborah Road #250
                  Newberg, Oregon 97132
                  Tel: (503) 538-8318

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/oreb08-32366.pdf


SOLAFIDE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Solafide, Inc.
        aka dba Union Foods Newscorp
        aka dba Union Foods
        aka dba Union Electronics
        14524 Myford Road
        Irvine, California 92606
        Tel: (714) 384-0223

Bankruptcy Case No.: 08-12484

Type of Business: The Debtor makes pasta and processed fruits.

Chapter 11 Petition Date: May 5, 2008

Court: Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Douglas G. Boven, Esq.
                   (dboven@reedsmith.com)
                  2 Embarcadero Center, Suite 2000
                  San Francisco, California 94111
                  Tel: (415) 543-8700

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/califcb08-12484.pdf


SOURCE MEDIA: Moody's Puts All Ratings on Review for Possible Cuts
------------------------------------------------------------------
Moody's Investors Service placed all the credit ratings of Source
Media Inc. and Accuity LLC on review for possible downgrade.  This
rating action reflects Moody's expectations that 2008 revenue and
EBITDA are likely to be significantly lower than previous
expectations, primarily as a result of a decline in advertising
revenues in the companies' mortgage and technology markets.   
Additionally, there is concern regarding the companies' ability to
meet existing financial covenants under the senior secured credit
facility for the remainder of 2008 and all of 2009 in light of
management's revision of its forecasts combined with scheduled
adjustments in covenant thresholds.  An amendment, if approved,
would likely increase the pricing on the credit facilities and
further pressure cash flow.

The review for possible downgrade will primarily focus on the
companies' expected run rate operations, trends in their end
markets, and the ability to secure an amendment so as to have
sufficient financial flexibility and liquidity over the near to
intermediate term.  Notably, the review will explore Moody's
concerns surrounding the company's ability to maintain compliance
with the maximum total leverage ratio covenant which is scheduled
to decrease to 3.75x as of June 30, 2008 and 3.25x as of Dec. 31,
2008; the minimum interest coverage ratio permitted will increase
to 3.25x as of Dec. 31, 2008.

Moody's placed these ratings of Source Media Inc. on review for
possible downgrade:

  -- $30 million senior secured revolver due 2009, B1 (LGD 3, 35%)
  -- $88.5 million senior secured term loan B due 2010, B1
     (LGD 3, 35%)

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B2

Moody's placed these ratings of Accuity LLC on review for possible
downgrade:

  -- $5 million senior secured revolver due 2009, B1 (LGD 3, 35%)
  -- $61.8 million senior secured term loan B due 2010, B1
     (LGD 3, 35%)

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B2

Source Media and Accuity are both headquartered in New York City
and are leading providers of information, data, and tools for
professionals in the financial services and related technologies
markets. Investcorp owns 100% of both companies.  Combined
revenues for the twelve month period ended March 31, 2008 were
$200 million.


TENNECO INC: Completes $10MM Buyout of Delphi's Kettering Plant
---------------------------------------------------------------
Tenneco Inc. has finalized a purchase agreement with Delphi
Automotive Systems LLC to acquire certain ride control assets and
inventory at Delphi's Kettering, Ohio facility.  The closing was
effective May 30, 2008.

Tenneco has agreed to pay approximately $10 million for existing
ride control components inventory and approximately $9 million for
certain machinery and equipment.  The company will also lease a
portion of the Kettering facility from Delphi.  As part of the
deal, Tenneco has also acquired valuable excess manufacturing
assets, which it intends to use to continue growing its OE ride
control business globally.

Tenneco has entered into a long-term supply agreement with General
Motors Corporation to continue supplying passenger car shock and
strut business to General Motors from the Kettering facility.

"Tenneco's acquisition of these assets, and a committed book of
business from GM, gives us an opportunity to further diversify our
ride control business in North America with more passenger car
business as well as strengthen our ride control manufacturing
capabilities in other key markets," Neal Yanos, senior vice
president and general manager, North America Original Equipment
Ride Control, Tenneco, said.  

"The purchase is also a win for the Kettering community and
employees since jobs will be maintained that otherwise would be
lost," Mr. Yanos continued.  "We're moving ahead with a strong
local management team in place with the goal of growing the
plant's book of business."

Tenneco will employ approximately 400 hourly and salaried
employees at the Kettering plant.  In connection with the purchase
agreement, Tenneco has entered into a five-year agreement with the
International Union of Electrical Workers, which will represent
the hourly workforce at the facility.  The agreement was ratified
by the IUE's rank and file in August 2007.

                      About Delphi Corp.

Headquartered 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.

                       About Tenneco

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has
approximately 19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 26, 2008,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and certain other ratings on Tenneco Inc. and
removed them from CreditWatch with negative implications, where
they were placed on March 17, 2008, as a result of the American
Axle & Manufacturing Holdings Inc. (BB/Watch Neg/--) strike.  The
outlook is stable.


TRANSMERIDIAN EXPLORATION: Gets Noncompliance Notice from AMEX
--------------------------------------------------------------
Transmeridian Exploration Inc. received notice from the American
Stock Exchange indicating that the Company is not in compliance
with certain of the AMEX's continued listing standards.

Specifically, the AMEX has notified the company that it is not in
compliance with Section 1003(a)(iv) of the AMEX Company Guide in
that it has sustained losses which are so substantial in relation
to its overall operations or its existing financial resources, or
its financial condition has become so impaired that it appears
questionable, in the opinion of the AMEX, as to whether such
company will be able to continue operations or meet its
obligations as they mature.  This notice was based on a review by
the AMEX of the company's Form 10-Q for the quarter ended March
31, 2008. The company has therefore become subject to the
procedures and requirements of Section 1009 of the Company Guide.

In order for the company to maintain its AMEX listing, the company
must submit a plan by June 5, 2008 advising the AMEX staff how the
Company intends to regain compliance with Section 1003(a)(iv) of
the Company Guide by Aug. 20, 2008.  The company has already
informed the AMEX staff that it intends to make a timely
submission to the AMEX in which it will outline the timeframe
within which the company intends to cure the listing deficiency
and to regain its compliance with the AMEX continued listing
requirements.  If the plan is accepted, the company may be able to
continue its listing during the plan period, during which time the
company will be subject to periodic reviews to determine whether
it is making progress consistent with the plan.

If the company fails to submit such a plan or if the plan is not
accepted, the company will be subject to delisting proceedings. If
the AMEX accepts the company's plan but the company is not in
compliance with all of the continued listing standards of the
Company Guide by Aug. 20, 2008, or if the company does not make
progress consistent with the plan during the plan period, the AMEX
staff will initiate delisting proceedings as appropriate.  There
can be no assurance that the AMEX staff will accept the company's
plan of compliance or that, even if such plan is accepted, the
Company will be able to implement the plan within the prescribed
timeframe.  The company may appeal a staff determination to
initiate delisting proceedings.

                 About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/ -- is an independent energy company   
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed $402.2 million in total assets, $341.2
million in total liabilities, and $92.5 million in redeemable
convertible preferred stock, resulting in a $31.5 million total
stockholders' deficit.

                      Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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 negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
$56.2 million and a stockholders' deficit of approximately
$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


THORNBURG MORTGAGE: Says Filing of 10-Q Will be Further Delayed
---------------------------------------------------------------
Gabriel Madway of Thompson Financial News reports that Thornburg
Mortgage Inc. said late yesterday it will need additional time to
file its quarterly report on Form 10-Q for the first quarter.

Thornburg Mortgage says it now expects to file its first quarter
report and issue an earnings release by June 12.

The company said that before it can finalize its 10-Q, it must,
among other things, complete its valuation analysis and the
accounting for its March 31 senior subordinated secured note
transaction.

According to the report, Thornburg also said it is requesting a
90-day extension, until Sept. 30, of the escrow agreement related
to its preferred stock exchange offer.  The extension would allow  
the $200 million currently held in escrow to be maintained to fund
the exchange offer.

Under the escrow agreement, the company would need the consent of  
each investor to retain its funds in escrow.

Moreover, the mortgage lender said it was informed by the New York
Stock Exchange that it is not in compliance with the NYSE's  
continued listing criteria because the average closing price of
the company's common stock has been trading at less than $1 for 30
consecutive trading days.

The company has notified the NYSE of its intent to cure the
deficiency by implementing a reverse stock split.  Shareholder
approval of the reverse stock split is not required, Thornburg
added.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family       
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TROPICANA ENTERTAINMENT: Has Until July 4 to File Schedules
-----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the deadline for Tropicana Entertainment LLC
and its debtor-affiliates to file their schedules of assets and
liabilities and their statements of financial affairs, through
July 4, 2008.

As reported in the Troubled Company Reporter on May 12, 2008,
Daniel J. DeFranceschi, Esq., at Richards Layton & Finger P.A.,  
the Debtors' counsel, related that the Debtors will be able
consolidate data from their business operations and creditors.

The key accounting and legal personnel can focus their attention
on critical operational and Chapter 11 compliance which will help
the Debtors make a smooth transition into Chapter 11 and will help
maximize the value of the Debtors' estates to the benefit of their
creditors and all parties-in-interest.   

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of      
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


TROPICANA ENT: Can Hire Richards Layton as Bankruptcy Co-Counsel
----------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards Layton & Finger P.A. as their
bankruptcy co-counsel, nunc pro tunc to May 5, 2008.

Richards Layton is expected to:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession in the continued
       operation of their business and management of their
       properties;

   (b) take all necessary action to protect and preserve the
       Debtors' estates;

   (c) prepare, on behalf of the Debtors, all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors'
       estates;

   (d) pursue approval of confirmation of a plan of
       reorganization and approval of the corresponding
       solicitation procedures and disclosure statement; and

   (e) perform all other necessary legal services in connection
       with the Debtors' Chapter 11 cases.

Mr. Yung informed the Court that Richards Layton has discussed
with Kirkland & Ellis, the Debtors' proposed counsel, a division
of responsibilities regarding representation of the Debtors; and
has made every effort to avoid or minimize duplication of
services in the Debtors' Chapter 11 cases.

The Debtors will pay the firm its customary hourly rates in
effect from time to time.  The current standard hourly rates of
the Richard Layton principal professionals and paraprofessionals
designated to represent the Debtors are:

     Professional               Hourly Rate
     ------------               -----------
     Mark D. Collins               $560
     Daniel J. DeFranceschi        $500
     Paul N. Heath                 $400
     Lee E. Kaufman                $235
     Ann Jerominski                $175

The Debtors paid the firm a total retainer of $200,000 in
connection with and in contemplation of their Chapter 11 filings.  
The Debtors propose that the retainer amount paid to Richards
Layton and not expended for services prior to bankruptcy filing
and disbursements be treated as an evergreen retainer to be held
by the firm as security throughout the Debtors' Chapter 11 cases
until the firm's fees and expenses are awarded by final order.

Richards Layton assured the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of    
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts. Their financial advisor is
Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman
Carson Consultants LLC. The Debtors' consolidated financial
condition as of Feb. 29, 2008, showed $2,845,847,596 in total
assets and $2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Noteholders and Panel Balk at $67MM DIP Financing
----------------------------------------------------------------
The Ad Hoc Consortium of Holders of 9-5/8% Senior Subordinated
Notes due 2014 issued by Tropicana Entertainment LLC, and
Tropicana Finance Corp., and the Official Committee of Unsecured
Creditors filed their objections with U.S. Bankruptcy Court for
the District of Delaware on Tropicana Entertainment LLC and its
debtor-affiliates' request for the $67 million debtor-in-
possession financing facility and the use of cash collateral.

The Noteholders and Creditors Committee believe the DIP Financing
is unnecessary.

The Noteholders and Creditors Committee argue that the Debtors
have not and cannot demonstrate a compelling need to enter into
the DIP Financing for purposes other than to pay certain fees and
payments to the Prepetition Secured Lenders.

The Debtors have been granted access to $20,000,000 until the
final DIP hearing.  Thomas F. Driscoll III, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, on behalf
of the Creditors Committee, notes that as of May 27, 2008, the
Debtors have not borrowed on the Interim DIP Facility.  

In addition, the Debtors recently received a $24,000,000 tax
refund that was not expected until June 2008.  As a result, the
Debtors have not and cannot demonstrate a compelling need to
enter into the DIP Financing for purposes other than to pay
postpetition interest to the Prepetition Lenders under the guise
of adequate protection, Mr. Driscoll contended.

Moreover, Onex Corporation have presented the Debtors with a
proposal for DIP financing that would be junior to the
Liens, less expensive with respect to fees and rates, and offers a
more relaxed covenant package and a longer maturity date,
Mr. Driscoll related.

Under Section 364(d) of the Bankruptcy Code, the Debtors must
demonstrate that they could not have obtained financing on a
junior basis.  Since the Debtors cannot satisfy their burden,
they cannot be granted authority to obtain the DIP Financing,
Mr. Driscoll pointed out.

The Noteholders noted that the Debtors have limited cash
resources.  To permit the Debtors to pay more than $3 million in
cash, as a fee, to the Secured Lenders on day one of the Debtors'
Chapter 11 cases, plus what will likely exceed $10 million per
month in adequate protection payments, would eviscerate any
benefit derived by the Debtors' estates from the DIP Financing,
James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, contends on the Noteholders' behalf.

Certain of the Prepetition Secured Lenders are providing the DIP
Financing, for which they will be paid an upfront cash fee of
more than $2,000,000 and interest at a rate of 10.25% in order to
pay themselves adequate protection, Mr. Carignan notes.

As a matter of law, the Secured Lenders are not entitled to
periodic adequate protection payments because they are oversecured
and their collateral is not declining in value in any significant
respect, Mr. Carignan asserted.

The Noteholders also objected to certain other specific terms of
the DIP Financing.  They maintain that:

   * In light of the Noteholders' pending motion for the
     appointment of a trustee, it should not be an event of
     default under the DIP Facility if an interim or permanent
     trustee, receiver, responsible officer or examiner is
     appointed;

   * The grant of relief from the automatic stay to the DIP
     Lender upon an event of default should not be permitted;

   * The grant of a lien on avoidance action proceeds should
     not be permitted; and

   * The ability to amend, modify and supplement the DIP
     Facility without further Court authority should not be
      permitted.

The Noteholders and Creditors Committee reserved their rights to,
among other things, amend or supplement their Objections.

                         Debtors Talk Back

The Debtors have concluded that Silver Point Finance LLC's DIP
financing proposal was the best -- and indeed the only --
available DIP financing at the time of their Chapter 11 filing.  
Thus, they obtained interim approval of the Silver Point DIP
Financing.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, noted that during the period between the
interim and final DIP Motion hearings, Tropicana has received an
alternative, but currently uncommitted, DIP financing proposal
from Onex.  Consistent with their fiduciary duties, the Debtors
are carefully considering the alternative proposal both from an
economic and a practical perspective, Mr. Collins informed the
Court.

The Debtors are also working closely with the Creditors Committee
to ensure a transparent and constructive process for evaluating
the alternative proposal against the Silver Point DIP Financing,
Mr. Collins said.

While exploring alternative proposals, the Debtors, Creditors
Committee and the Noteholders negotiated with Silver Point and
the OpCo Lenders to modify certain terms of the Silver Point DIP
Financing and the proposed adequate protection package for the
OpCo Lenders, according to Mr. Collins.  The discussions are
ongoing.

Mr. Collins maintained that as of May 27, 2008, the Silver Point
DIP Financing is still the best, and the only, committed DIP
financing available.  No party has challenged the terms of the
Silver Point DIP Financing as being unreasonable.  He added that:

   * The Creditors Committee and Noteholders failed to address the
     importance of having available liquidity in a cash-driven
     business, like the gaming business.  The Debtors must have
     sufficient available liquidity to support its gaming
     operations and to demonstrate to its employees, vendors and
     customers that they are viable entities capable of operating
     in the ordinary course of business during their Chapter 11
     cases.

   * The Debtors made a substantial effort to obtain DIP
     financing, both on a priming and junior basis.  Although the
     Debtors and other potential lenders have engaged in
     discussions since the interim hearing, only Onex remains in
     that process and the Debtors still have not received a
     binding commitment letter from Onex.  Thus, at this time,
     the Debtors only have the mere suggestion of an alternative
     DIP financing proposal allegedly on better terms than the
     Silver Point DIP Financing.

   * The proposed adequate protection package for the OpCo
     Lenders is necessary and appropriate to ensure that the
     Debtors can continue to use the OpCo Lenders' Cash
     Collateral.

The Debtors tell Judge Carey that they have revised their budget,
reflecting the $24 million tax refund received.

A full-text copy of the Revised Budget is available for free at:

  http://bankrupt.com/misc/Tropicana_RevisedBudget-SPDIP.pdf

However, even including the tax refund, the Debtors believe that
there is a valid business justification for obtaining additional
available liquidity in the form of the DIP Financing.  

The Creditors Committee's and the Noteholders' other objections
to the Final DIP Order must also be overruled, Mr. Collins
asserted.

             Credit Suisse Reserves Right to Object

Credit Suisse, for itself and as agent to the LandCo Lenders,
reserved its rights to assert objections, and requested
modifications, to any proposed DIP financing agreements and
related documents.  

Credit Suisse wanted to ensure that the terms of those documents
expressly acknowledge, are consistent with, and are subject to
the rights of the LandCo Lenders, including their rights to
adequate protection and other protections previously granted, or
to be granted, to them in connection with the Debtors' consensual
use of the lenders' Cash Collateral.

The reservation of rights extended to any DIP financing proposed
or contemplated by Onex in its May 23, 2008 statement, well as
the Silver Point DIP Financing proposed by the Debtors in their
DIP Financing Motion.

                About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of      
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


UNITED AMERICAN: Earns $1.06 Million in Year Ended Dec. 31, 2007
----------------------------------------------------------------
For the year ended Dec. 31, 2007, United American Corporation
reported $1,061,945 of net income on $30,321,299 of sales as
compared with a $614,269 net loss on $19,991,191 of sales for the
same period in the prior year.

The increase in revenue was primarily attributable to increases in
sales of Voice-over-Internet-Protocol termination services in the
company's brokered international telecom routes.  A brokered route
is one where the company purchases from a supplier who has direct
termination capabilities with the local wire line and mobile
operators in the country and re-sell the termination destination
to its customers.

At Dec. 31, 2007, the company's balance sheet showed $4,049,439 in
total assets, $3,383,930 in total liabilities, and $665,509 in
total stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2d03

                        Going Concern Doubt

United American's ability to continue as a going concern for a
reasonable period is dependent upon management's ability to raise
additional interim capital and, ultimately, achieve continuously
profitable operations.  There can be no assurance that management
will be able to raise sufficient capital, under terms satisfactory
to the company, if at all.

                         Customer Default

In May 2008, Concentration Risk, the company's major customer,
defaulted on its $1,400,000 payment.  Since Concentration Risk was
a major customer, accounting for over 99% of its revenues, the
default in payment has placed considerable doubt that the company
can continue its operations.  The company's management is
considering its options, including, but not limited to, legal
action against the defaulting customer.

                         Change in Auditor

The company's board of directors approved on April 16, 2008, the
dismissal of Michael Pollack, CPA, as its auditor.  The board also
engaged Madsen & Associates, CPA's Inc., to replace the departing
auditor.

                         About the Company

Based in Mount St-Hilaire, Quebec, Canada, United American
Corporation provides Voice-over-Internet-Protocol
telecommunications services to wholesale providers worldwide.


UAL CORPORATION: Glenn Tilton Not Fit as Chairman, Teamsters Says
-----------------------------------------------------------------
The Teamsters Union asked fellow UAL Corp. shareholders to
withhold their votes from Glenn Tilton as board chairman and from
five members of the committee that sets executive compensation.

In a letter to shareholders, Teamsters General Secretary-Treasurer
C. Thomas Keegel said Mr. Tilton has pursued a "cut and run"
business plan for United.  UAL Corp. is the parent of United
Airlines.

Mr. Tilton's plan to liquidate strategic assets and to pursue a
merger at any cost has eroded shareholder value and jeopardized
the company's long-term growth, Mr. Keegel wrote.

"We believe an independent chairman is required to provide the
unfettered management oversight investors demand," Mr. Keegel
wrote.  "In our view, the board's failure to act as an effective
check on Tilton's business strategy demonstrates the need for
stronger independent board leadership."

The Teamsters are also asking shareholders to withhold votes from
director nominees W. James Farrell, Richard J. Almeida, James J.
O'Connor, David J. Vitale and John H. Walker.  They serve on the
board's Human Resources Subcommittee, the group that sets pay for
UAL's top executives.

"Since emerging from bankruptcy in 2006, the Board has failed to
effectively manage the company's executive compensation program,"
Keegel wrote.  [Mr.] Tilton was awarded $39.7 million in total
compensation after UAL Corp. emerged from bankruptcy protection in
2006.

The Teamsters view United's maintenance division as one of the
airline's few sources of profitability.  Mr. Tilton's proposal to
sell the maintenance division is potentially dangerous and
disruptive.

The International Brotherhood of Teamsters represents mechanics
and related personnel at United Airlines.

United's annual shareholder meeting will be held June 12.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 158; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


VERMILLION INC: March 31 Balance Sheet Upside-Down by $16,555,000
-----------------------------------------------------------------
Vermillion Inc.'s consolidated balance sheet at March 31, 2008,
showed $17,555,000 in total assets and $34,110,000 in total
liabilities, resulting in a $16,555,000 total stockholders'
deficit.

The company reported a net loss of $4,846,000, on total revenue of
$53,000, for the first quarter ended March 31, 2008, compared with
a net loss of $6,047,000, on total revenue of $21,000, in the same
period in 2007.

On Nov. 13, 2006, the company completed the sale of assets and
liabilities of the company's protein research products and
collaborative services business (the Instrument Business Sale) to
Bio-Rad Laboratories Inc.

The company expects to incur losses for at least the next year.
Due to the Instrument Business Sale, the company will have limited
revenues until its diagnostic tests are developed and successfully
commercialized.  

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?2d1c

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, Calif., expreesed
substantial doubt about Vermillion 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 suffered recurring losses and
negative cash flows from operations and has a net capital
deficiency.

At March 31, 2008, the company had an accumulated deficit of
$243,988,000.  Management believes that current available
resources will not be sufficient to fund the company's planned
expenditures over the next twelve months.  

                      About Vermillion Inc.

Based in Fremont, California, Vermillion Inc. (Nasdaq: VRML) --
http://www.vermillion.com/-- is dedicated to the discovery,   
development and commercialization of novel high-value diagnostic
tests that help physicians diagnose, treat and improve outcomes
for patients.  Vermillion, along with its scientific  
collaborators, has diagnostic programs in oncology, hematology,
cardiology and women's health.


VERTIS COMM: Inks Prepackaged Chapter 11 Plan of Reorganization
---------------------------------------------------------------
Vertis Inc., American Color Graphics and noteholders entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.

Vertis and American Color entered into agreements with an
aggregate of approximately 72% of the outstanding principal amount
of the 9.75% Senior Secured Second Lien Notes due 2009; 83% of the
outstanding principal amount of the 10.875% Senior Notes due 2009;
and 75% of the outstanding principal amount of the 13.5% Senior
Subordinated Notes due 2009 of Vertis; and the holders of an
aggregate of approximately 70% of the outstanding principal amount
of the 10% Secured Second Lien Notes due 2010 of American Color;
to exchange their bonds for an aggregate of $550 million in new
notes and substantially all of the new equity in the combined
company.

The transaction is also supported by Vertis' principal
stockholders and the holders of over 95% of the outstanding
principal amount of Vertis Holdings Mezzanine Notes.  

The agreement on the terms of the consensual financial
restructurings would reduce the combined company's debt
obligations by approximately $725 million, excluding Vertis
Holdings Mezzanine Notes, before transaction fees and expenses.

In addition, the more than $240 million in Vertis Holdings
Mezzanine Notes will no longer be an obligation of the company
after the transaction closes.

"Gaining support from the overwhelming majority of both Vertis and
ACG noteholders demonstrates their confidence in the successful
outcome of our merger and restructuring plans," Mike DuBose,
chairman and CEO of Vertis, said.  "These agreements will expedite
the process and we anticipate beginning collaborations with our
new ACG colleagues in late summer to deliver truly comprehensive
and effective marketing solutions that drive results."

"In addition, these agreements and the support obtained have been
received positively by our customers and suppliers and we are
starting to see a return to more normalized relationships and
terms with our valued vendor partners," Mr. DuBose stated.

In addition to agreeing to support the prepackaged plans, in the
restructuring agreements, the noteholders agreed to forbear from
exercising remedies relating to the nonpayment of interest on any
of the Vertis Notes.  

As a result, the company has decided it will not make its interest
payments on June 1, 2008 or June 15, 2008.  This will increase
liquidity during the prepackaged reorganization.  Importantly, the
restructuring agreements and terms of the prepackaged plans call
for all trade creditors, suppliers, customers and employees to
receive all amounts owed to them in the ordinary course of
business.

The companies expect to launch a formal solicitation of votes for
their prepackaged Chapter 11 plans of reorganization from holders
of both Vertis Notes and ACG Notes within approximately 20 days
from May 22, 2008, the date the restructuring agreements were
signed.

Votes will be due approximately 30 days after the companies launch
the solicitation.  The agreements with the noteholders require
them to vote in favor of the plan and ensure that the companies
will achieve the two-thirds in amount threshold required for the
bankruptcy court to confirm the plan.

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

                       About American Color

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

                         About Vertis Inc.

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

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.  

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                           *     *     *

As reported in the Troubled Company Reporter on May 29, 2008,
Moody's Investors Service has affirmed the Ca corporate family
rating for Vertis Inc., while changing the probability of default
rating to Ca from Ca/LD, after the company's statement of a
merger with American Color Graphics Inc. coupled with a
comprehensive restructuring plan.


VISTAR CORP: Moody's Withdraws Ratings After Debt Repayment
-----------------------------------------------------------
Moody's Investors Service withdrew its ratings on Vistar
Corporation.  Moody's has withdrawn the ratings because its rated
debt has been repaid in connection with the Performance Food Group
Company transaction.  Specifically, on May 27, 2008, Performance
Food Group Company announced that its acquisition by affiliates of
The Blackstone Group and Wellspring Capital Management was
completed.  Performance Food Group Company is being merged with
Vistar.

These ratings were withdrawn:

  -- Corporate family rating at B2;
  -- Probability-of-default rating at B2;
  -- Senior secured term loan at B3 (LGD5, 75%).

Vistar, headquartered in Centennial, Colorado, is a food and food
products distribution company.


WACHOVIA CRE: Fitch Affirms 'B-' Rating on $6.5MM Class O Notes
---------------------------------------------------------------
Fitch Ratings has affirmed all classes of Wachovia CRE CDO 2006-1
floating-rate notes as:

  -- $616,500,000 class A-1A at 'AAA';
  -- $68,500,000 class A-1B at 'AAA';
  -- $145,000,000 class A-2A at 'AAA';
  -- $145,000,000 class A-2B at 'AAA';
  -- $53,300,000 class B at 'AA';
  -- $39,000,000 class C at 'A+';
  -- $12,350,000 class D at 'A';
  -- $13,650,000 class E at 'A-';
  -- $24,700,000 class F at 'BBB+';
  -- $16,900,000 class G at 'BBB';
  -- $35,100,000 class H at 'BBB-';
  -- $13,000,000 class J at 'BB+';
  -- $14,950,000 class K at 'BB';
  -- $9,100,000 class L at 'BB-';
  -- $34,450,000 class M at 'B+';
  -- $16,250,000 class N at 'B';
  -- $6,500,000 class O at 'B-'.

Fitch's affirmation of the above classes is based on the stability
of its performance parameters including maintaining an adequate
reinvestment cushion and remaining within its other covenants.

Deal Summary:

Wachovia CRE CDO is a revolving commercial real estate cash flow
collateralized debt obligation that closed on July 11, 2006.  It
was incorporated to issue $1,300,000,000 of floating-rate notes
and preferred shares.  Based on the April 17, 2008 trustee report
and using Fitch categorizations, the CDO is substantially invested
as follows: whole loans/A-notes (82%), B-notes and Junior
Participations (6%), mezzanine loans (0.2%), and uninvested
proceeds (11.8%).  The CDO is also permitted to invest in
commercial mortgage-backed securities, CRE CDOs, real estate
investment trust debt, and synthetic assets.

The collateral asset manager is Structured Asset Investors, LLC, a
wholly owned subsidiary of Wachovia Corporation.  An affiliate,
Wachovia Bank N.A.'s Structured Finance Group, is serving as sub-
advisor.  SFG is responsible for selecting assets and monitoring
the portfolio.  Wachovia CRE CDO has a five year reinvestment
period, during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.  
The reinvestment period ends in September 2011.

Collateral Asset Manager:

The Structured Finance Group is a commercial real estate loan
portfolio management team located within Wachovia Bank.  SFG
(rated 'CAM2-' as a CRE CDO asset manager by Fitch) focuses on
providing non-recourse, transitional, and high leverage capital to
the bank's CRE customer base.  SFG benefits from the commercial
bank's robust internal procedures and controls.  Additionally, its
lending activities are supported by the bank's commercial mortgage
loan servicing unit Wachovia Securities (rated 'CPS2+/CMS2/CSS2'
by Fitch).

Performance Summary:

Since the last review, the Fitch as-is poolwide expected loss has
decreased slightly to 21.875% compared to the covenant of 25.875%.  
The CDO's reinvestment cushion of 4% remains below average.  While
no new loans have been purchased by the CDO since last review,
three have been paid off (4.2%), including a prior Fitch Loan of
Concern.  The removal of these loans, which had a weighted average
expected loss of 33.4%, resulted in the overall improved PEL.  The
majority of the loans remaining in the pool continue to progress
towards stabilization; however, some loans have not met operating
expectations.  Expected losses for these loans were adjusted to
account for their stalled or delayed business plans.

Although the cushion is below average relative to other CRE CDOs,
the expectation is that the portfolio will continue to be well
diversified, weighted predominantly in whole loans and A-notes,
and secured by traditional property types.  Wachovia's CREL
origination platform is diverse and well established.

Additionally, the overcollateralization and interest coverage
ratios of all classes have remained above their covenants, as of
the April 2008 trustee report.

Collateral Analysis:

As of the April 2008 trustee report, the CDO is 88.1% invested in
assets, including 7% allocated to future funding obligations. Due
to loan payoffs, the percentage of whole loans and subordinate
debt have both decreased slightly to 82% and 6.2%, respectively,
since Fitch's last review.  Uninvested proceeds have increased to
11.8% from 7.3% due to no new assets being purchased by the CDO
since last review.

As of the April 2008 trustee report and based on Fitch
categorizations, the CDO is within all its property type
covenants.  Office loans comprise the largest percentage of assets
at 31.8% with multifamily the second largest at 24.1%. Non-
traditional property type concentrations consist of land at 12.8%
and hotels at 10.5%.  The CDO is also within all its geographic
location covenants with the highest percentage of assets located
in California at 29.1%.

The pool has above average loan diversity relative to other CRE
CDOs.  Based on Fitch categorizations the pool currently consists
of 64 loans and the Fitch Loan Diversity score is 203, compared to
the covenant of 244.  No loan represents more than 5% of the
ramped portfolio.


WHITE BIRCH: S&P Cuts Rating to CCC+ on Weak Liquidity Position
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Nova
Scotia-based White Birch Paper Co.  The corporate credit rating
was lowered to 'CCC+' from 'B-'.  The outlook is negative.
     
"The downgrade reflects the company's weakened liquidity position
because of unfavorable trends in the newsprint industry," said
Standard & Poor's credit analyst Andy Sookram.  "As a result, it
is likely that the company will need additional equity
contributions from its owners in order to remain compliant with
bank facility covenants in the near term."
     
While the company will likely benefit from recently announced
sales price increases over the next few quarters, the
sustainability of these increases is uncertain given weaker
newsprint consumption in North America.  As a result, it may be
difficult for the company to remain in compliance with bank
covenants without additional equity support.
     
The ratings on White Birch reflect its limited product diversity,
with a primary focus on the highly cyclical commodity newsprint
market, high debt levels, and limited liquidity.  These negatives
far outweigh the company's low cost position and high capacity
utilization rates.
     
The negative outlook reflects our concern about White Birch's
near-term liquidity position, including our expectation that the
company could require additional capital contributions or may have
to amend the credit facilities in a challenging market
environment.  In absence of a capital contribution or an
amendment, S&P believe a financial restructuring is a distinct
possibility in the next several quarters given current operating
trends, including declining end market demand for newsprint, high
input costs, and a strong Canadian dollar.


WHITE WATER: Not So Fast! Court Wants Buyer to Show Money
---------------------------------------------------------
The Hartford (Conn.) Courant relates that Nicholas J. Lenge of
Budding Rose Realty LLC was slated to present evidence yesterday
that he has the money to close on a deal to buy a 32-acre parcel
property at the Powder Ridge Ski Area, known locally as Green
Forty, in Middlefield, Connecticut.

Mr. Lenge has offered to acquire Green Forty for $212,000,
rivalling a $207,000 offer by the town of Middlefield, Courant
says.

The report relates that the U.S. Bankruptcy Court for the District
of Connecticut originally scheduled the auction for the property
last Wednesday.  The Hon. Lorraine Murphy Weil, however, declined
to accept Mr. Lenge's bid and, instead, directed Ronald I.
Chorches, Esq., the court-appointed trustee for the 32-acre
parcel, to determine if Mr. Lenge has the money.  The Court moved
the auction to Monday.

Courant says Green Forty is an important parcel to the acquisition
of Powder Ridge because it has water lines for snow-making.  
Powder Ridge was operated by White Water Mountain Resorts of
Connecticut Inc., until the facility closed in 2006.

"I'm not going to make the town bid against someone who might be
using 'Monopoly' money," Courant quotes Judge Weil as saying.

According to Courant staff writer Alaine Griffin, Robert White,
Esq., counsel to Middlefield, pointed out Mr. Lenge failed to
provide financial statements and a binding commitment letter from
an entity licensed to do business in Connecticut, which documents
were needed to proceed with the auction.  Ms. Griffen relates that
Mr. White has pointed out the address of Mr. Lenge's funding
source -- Delta Global Funding -- is a United Parcel Service
outlet in New Jersey.  Mr. White said, "The fact that Delta Global
Funding is a mail drop says something about its credibility."

Courant reports that Middlefield is prepared to close the deal
this week if the Court accepts its bid for the parcel.

Ms. Griffin relates that in February, Mr. Lenge was grilled by the
Court about his finances by attorneys for the town after his newly
formed Budding Rose Realty submitted an after-deadline bid of $5.2
million for a 246-acre Powder Ridge ski area and another $350,000
for Green Forty, which bids were higher than the town's offer.

Courant says Roberta Napolitano, trustee for Powder Ridge,
accepted a $3.45 million offer from the town and Robert
Switzgable, owner of Ski Sundown Inc. in New Hartford.

Judge Weil approved the sale order but rejected the town's $97,000
offer for Green Forty, ordering the trustee to put the 32 acres
back up for auction, according to Courant.

The report says Mr. Chorches told Judge Weil that while he was not
"100 percent sure" Mr. Lenge wasn't using "'Monopoly' money," Mr.
Chorches said he had a $21,000 nonrefundable check from Mr. Lenge
that Mr. Lenge risked losing if he did not close on the property
deal next Wednesday.  According to the report, Mr. Chorches said a
woman he spoke with at Delta Global Funding said the money would
be provided through Citizens Bank.  She said she ran the business
from her New Jersey home, the report adds.

Anthony Novak, Esq., counsel to Kenneth R. Leavitt, owner of White
Water, praised Mr. Chorches' plan to give Mr. Lenge until
Wednesday to close, Courant relates.

"[Mr. Lenge] certainly is a person who wants the property,"
Courant quotes Mr. Novak as saying.  "He's got $21,000 at risk.
He's going to do everything he can to close."

According to the paper, Middlefield's failure to acquire the 32-
acre property caused Mr. Switzgable to pull out of the deal in
March.

An auction on the 246 acres will be held June 21, the report says.

Middlefield, Connecticut-based, White Water Mountain Resorts of
Connecticut, Inc., doing business as Powder Ridge Ski Area, was
thrown into bankruptcy after creditors Idaho Sewing For Sports,
Inc., Snow Jam Boarding Co., and Northeast Aquatic Design,
commenced involuntary chapter 7 proceedings against the company on
April 6, 2007, before the U.S. Bankruptcy Court for the District
of Connecticut in New Haven (Case No. 07-30763).  Bonnie C.
Mangan, Esq., in South Windsor, Connecticut, was originally
appointed as Chapter 7 trustee.

The case was later converted to chapter 11 on May 9, 2007.  
Roberta Napolitano in Bridgeport was appointed Chapter 11 trustee.  
The Chapter 11 trustee can be reached at:

   Roberta Napolitano
   350 Fairfield Avenue
   Bridgeport, CT 06601
   Tel: (203) 333-1177

An Official Committee of Unsecured Creditors has been appointed in
the case.  Douglas S. Skalka, Esq., Louis J. Testa, Esq., and
Nancy B. Kinsella, Esq., at Neubert, Pepe & Monteith, P.C, in New
Haven, represent the Committee.

In its schedules filed with the Court, White Water disclosed
$5,488,000 in total assets, and $4,651,501 in total debts.


WII COMPONENTS: Moody's Holds Ratings But Changes Outlook to Neg.
-----------------------------------------------------------------
Moody's affirmed WII Components Inc.'s ratings but changed the
outlook to negative from stable after lowering its FYE 2008 EBITDA
forecast for the company.

Moody's expects WII's operating performance to continue to be hurt
by weak home starts and poor remodeling and repair activity in
conjunction with declining house prices and depressed consumer
spending.  While the rating agency continues to recognize several
mitigating factors including the company's highly variable cost
structure and its solid market position, it also believes that the
prolonged downturn is likely to negatively impact WII's
historically resilient EBITDA performance.  Moody's now expects
WII's total debt (including PIK Holdco notes)/EBITDA ratio to
approach 7 times at the end of 2008.  Additionally, Moody's noted
that WII initiated cash distributions to its parent company,
corresponding to a portion of the interest payments under the
Holdco notes, with a negative impact on WII's free cash flow.

Further negative pressures would be exerted if the company's
liquidity, which is currently viewed as adequate by Moody's,
deteriorates.  Specifically, negative free cash flow on a twelve-
month basis, the increasing utilization of the revolving credit
facility or a financial covenant violation could result in a
rating downgrade.

Ratings affirmed:

  -- B2 Corporate Family Rating
  -- B2 Probability of Default Rating
  -- B1 Senior Unsecured Notes Rating (LGD assessment changed to
     LGD3/32% from LGD3/35%)

WII is a leading manufacturer of hardwood cabinet doors and
related components in the US, selling primarily to kitchen and
bath cabinet original equipment manufacturers.  Revenues for FYE
2007 were $249 million.


WINNEBAGO INDUSTRIES: Idles Iowa Plant Amid RV Industry Slump
-------------------------------------------------------------
Winnebago Industries, Inc., will idle production at the company's
Charles City Manufacturing Facility, in Iowa, effective August 1,
2008.  CCMF currently assembles Class C products which will be
relocated to the company's Forest City facilities throughout the
company's fourth quarter, ending August 30, 2008.  The relocation
will not affect the company's customers or product offerings.

The company's board of directors approved the strategic
manufacturing consolidation decision on May 30, 2008.

An estimated 270 salaried and hourly employees at CCMF will be
impacted by the idled facility.  The company has affirmed that it
will maintain a significant presence in the Charles City area,
with approximately 190 employees remaining in the Company's
Hardwoods Facility and Charles City Assembly Facility, which
produces the Company's new Class B motor homes.

As of September 1, 2007, Winnebago employed roughly 3,310 workers,
roughly 2,630 of which were engaged in manufacturing and shipping
functions, according to the company's annual report for the fiscal
year ended August 25, 2007, filed on Form 10-K with the U.S.
Securities and Exchange Commission.

The company has notified affected employees of the decision on
June 2, 2008.  Winnebago Industries' management has offered
employee support through its company sponsored Employee Assistance
Program, and will coordinate support from state, regional and
local agencies in an effort to assist with job placement, training
and various other services and benefits available to dislocated
workers.

None of the company's employees are covered under a collective
bargaining agreement, according to the annual report.

Completed in the spring of 2004, CCMF went into production during
a year of record breaking sales for the company and the motor home
market, when increased capacity was needed to meet the greater
demand resulting from a robust economy with low interest rates,
high consumer confidence and a favorable environment for
discretionary spending.

Market conditions have dramatically changed since 2004.  Total
Class A and Class C motor home industry wholesale shipments are
estimated by the Recreation Vehicle Industry Association to be
40,400 for calendar 2008.  That represents a 42% decline in
shipments when compared to the 69,300 motor homes delivered in
calendar 2004.  A declining United States economy, significantly
increasing fuel prices, decreasing consumer confidence and a
difficult lending environment have contributed to a decrease in
overall motor home demand, with double digit retail sales declines
for seven of the last eight consecutive months for the industry.

The current conditions have necessitated capacity reductions for
the company to more closely match market demand.  The company
believes these actions will better position it for a business
environment that it expects will continue to be challenging.

"In order for us to keep production in line with market demand,
our employees in all locations -- Forest City, Charles City and
Hampton -- have been significantly impacted throughout the last
several months," said Winnebago Industries Chairman, CEO and
President Bob Olson.  "For example, in our third quarter ended May
31, 2008, production was reduced during 12 of the 13 weeks through
either four-day work weeks or shutting down entire production
lines for a week at a time, resulting in an extremely low capacity
utilization rate of less than 35 percent for the quarter.  Our
CCMF employees worked very hard to get the plant up and running
smoothly since construction began in 2003 and they have done an
extraordinary job for us since that time.

"Today I had to tell our 270 CCMF employees they will no longer
have a job because they are a casualty of the economy.  As a 38-
year employee who has been through several industry downturns in
the past, I know how devastating this can be for employees.  So
the decision to idle CCMF has been particularly painful.  
Unfortunately, it is necessary so that we more closely align our
capacity with market demand.  Winnebago Industries is certainly
not alone with these market challenges.  Regrettably, many
manufacturers in the automotive/truck, motorcycle, marine,
recreation vehicle and manufactured housing industries have been
forced to idle plants or permanently close them in response to
these significant challenges."

The company intends to reopen CCMF in the future when the added
capacity is needed.  The company is evaluating if an impairment
charge is required in the fourth fiscal quarter as a result of the
idling of the facility, which currently has a net book value of
approximately $9 million.  Other associated costs with the idling
of the plant to be recognized in the fourth quarter, are estimated
at $1 million to $2 million.  The company will continue to
evaluate the need for additional right-sizing measures in
accordance with market demand.

Mr. Olson continued, "While the current economic environment is
extremely challenging, the Company believes it is in a strong
financial position with significant cash and investment balances,
no debt, and with the benefit of a respected brand name known for
its quality products.  While current demand for recreation
vehicles (RVs) has softened significantly, over the longer term,
the motor home market should benefit from the increased popularity
of RVs, demographic growth in the prime target market of people
over age 50 and the broadening age range of people who are buying
motor homes."

Winnebago Industries reported net income of $2,517,000, on net
revenues of $164,203,000 for the 13-week period ended March 31,
2008, down from $7,532,000 on net revenues of $199,014,000 for the
13-week period ended February 24, 2007.  The company had
$357,628,000 in total assets and $169,618,000 in total debts as at
March 31, 2008.

Winnebago Industries will host a conference call on Friday, June
20, 2008 at 9 a.m. Central Time (CT) to discuss the financial
results for its third quarter of fiscal 2008 ended May 31, 2008.  
The company will release its financial results on June 20, 2008 at
6:00 a.m. CT.

Winnebago Industries' conference call may be heard live via the
company's Web site -- http://www.winnebagoind.com/investor.html  
The event will be archived and available for replay for the next
90 days.  To access the replay, click on
http://www.winnebagoind.com/investor.html

                    About Winnebago Industries

Winnebago Industries, Inc. (NYSE:WGO) is a leading U.S.
manufacturer of motor homes which are self-contained recreation
vehicles used primarily in leisure travel and outdoor recreation
activities.  The company builds motor homes under the Winnebago,
Itasca and ERA brand names with state-of-the-art computer-aided
design and manufacturing systems on automotive-styled assembly
lines.  The Company's common stock is listed on the New York and
Chicago Stock Exchanges and traded under the symbol WGO.  Options
for the Company's common stock are traded on the Chicago Board
Options Exchange.

On the Net: http://www.winnebagoind.com/


Z TRIM: Bid Price Non-Compliance Prompts AMEX to Delist Securities
------------------------------------------------------------------
The American Stock Exchange notified Z Trim Holdings Inc. that the
staff of the Amex has determined that the company is not in
compliance with certain of Amex' continued listing standards.

Specifically, based upon a review of the company's Form 10-Q for
the period ended March 31, 2008, the Amex Staff determined that
the company reported $5,970,000 of shareholders' equity, which is
less than the $6,000,000 threshold for shareholders' equity after
losses from continuing operations and net losses in its five most
recent fiscal years as required by Section 1003(a)(iii) of the
Company Guide.

The Amex Staff further determined that the company has sustained
losses which are so substantial in relation to its overall
operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in
the opinion of the Amex, as to whether the company will be able to
continue operations and meet its obligations as they mature, in
violation of Section 1003(a)(iv) of the Company Guide.

The letter constitutes a "Deficiency Letter" pursuant to Section
1009 of the Amex Company Guide.  Amex has provided the company the
opportunity to submit a compliance plan to resolve the
deficiencies.  Amex has not initiated a delisting procedure or
suspended trading in the company's common stock.

"Certainly, we are disappointed to have to emphasize, again, the
poor historical performance of our company," president, Steve
Cohen stated.  "However, as this deficiency relates to our past
financial performance in combination with our reported current
financial condition rather than to any deficiencies in our
corporate governance and internal controls, this is old news and
our investors and the investment community have been made aware of
our financial health."

"We remain confident in our ability to both capitalize our
revitalized business model, well as capitalize on our recent
successes in the marketplace," Mr. Cohen said.  "We welcome the
additional oversight that Amex provides and will work diligently
to regain compliance with Amex listings standards. By building our
business, we will simultaneously address Amex's concerns while
building shareholder value."

The company is in the process of reviewing the Amex staff's
findings.  In response to the Deficiency Letter, and as
specifically directed by the Deficiency Letter, the company will
submit a Plan, by June 30, 2008, advising the Amex of actions it
has taken and will take that will bring it back into compliance
with Section 1003(a)(iii) by Nov. 30, 2009, and 1003(a)(iv) by
Nov. 28, 2008.

Amex' Listing Qualifications Department management will evaluate
the company's Plan, determine whether the company has made a
reasonable demonstration of its ability to regain compliance
within the allotted time and if the Company has so demonstrated,
will accept the Plan.

If the Plan is accepted, the company will be able to continue its
listing during the Plan period, subject to periodic review of
progress.  If the Plan is not accepted, however, or if the company
does not make progress consistent with the plan, or if the company
is not in compliance upon closure of the Plan period, the Amex
will initiate delisting proceedings.

                   About Z Trim Holdings Inc.

Based in Mundelein, Illinois, Z Trim Holdings Inc., (AMEX: ZTM) --
http://www.ztrim.com-- through its subsidiaries, produces,  
licenses, markets, and distributes its proprietary Z Trim, a
natural food ingredient technology.  It offers Z Trim fat
replacement product to manufacturers, the food services industry,
and consumers, well as to food institutions that supply to
restaurants, hospitals, schools, and cafeterias.  The company also
operates NAT Web, a nutrition analysis tool Web site is an
interactive, Web-based system designed to empower individuals to
select a nutrient-rich diet; and offers self-defense courses and
videos, focusing on personal safety and self-defense, including
rape prevention.  In addition, Z Trim Holdings manufactures and
distributes pillows, blankets, and other bedding products to
airlines, hospitals, government, and other commercial and
institutional customers.  The company was founded in 1994 as
Circle Group Holdings Inc. and changed its name to Z Trim
Holdings, Inc. in 2006.  

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2008,
Blackman Kallick LLP, raised substantial doubt about the ability
of Z Trim Holdings Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations and its need of additional financing to
continue in operation.

The company posted a net loss of $16,430,884 on total revenues of
$616,848 for the year ended Dec. 31, 2007, as compared with a net
loss of $14,625,317 on total revenues of $104,004 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $9,565,958 in
total assets, $2,898,335 in total liabilities and $6,667,623 in
total stockholders' equity.


* Fitch Takes Rating Actions on US Municipal and Corporate Bonds
----------------------------------------------------------------
Concurrent with its rating action on CIFG Guaranty, CIFG Assurance
North America, Inc., and CIFG Europe, Fitch Ratings has taken
these rating actions on US municipal and corporate bonds insured
by CIFG.

  -- CIFG insured bonds with underlying Fitch ratings lower than
     'A-' have been downgraded to their underlying ratings;

  -- All CIFG insured bonds without underlying Fitch ratings are
     withdrawn.

Fitch downgraded CIFG's Insurer Financial Strength rating to 'CCC'
from 'A-' and placed it on Rating Watch Evolving.


* S&P Says Restaurant Sectors Are Among Most Prone to Econ. Stir
----------------------------------------------------------------
As of May 15, 2008, the consumer products, media and
entertainment, and retail/restaurants sectors remain most
susceptible to economic and credit-market turbulence, according to
an article published by Standard & Poor's.  The article, which is
titled "Stress In Corporate America: Consumer-Reliant Sectors
Still Sing The Blues (Premium)," says that these sectors
consistently lead risk in our lists of distressed companies,
weakest links, and potential bond downgrades.
      
"Weakness in the consumer products, media and entertainment, and
retail/restaurants sectors is a result of U.S. consumers'
diminished economic prospects," explained Diane Vazza, head of
Standard & Poor's Global Fixed Income Research Group.  "Consumer
spending is critical to continued economic expansion, as it
accounts for 70% of the U.S. GDP."  These cyclical sectors rely
heavily on consumer spending, which has recently declined after
showing resilience in 2007.

"We expect consumer spending to grow only 1.5% in 2008, a
deceleration compared with 2.9% in 2007 and 3.1% in 2006," Ms.
Vazza added.
     
Many companies are running under tighter operating and profit
margins because of rising input costs and slower consumer spending
stemming from a weaker housing market.  This raises concern about
both the failure to meet financial covenants and growing financial
leverage during a difficult economic environment.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          89       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (73)       1,077      227
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE        (76)         236       99
Blount Intl             BLT         (44)         407      138
CableVision System      CVC      (5,114)       9,180     (476)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Cytori Therapeut        CYTX        (11)          18        2
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
Theravance              THRX        (66)         162      101
Tribune Co              TRB      (3,514)      13,150     (805)
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Virgin Mobile-A         VM         (410)         259     (173)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
Westmoreland Coal       WLB        (178)         783      (85)
WR Grace & Co.          GRA        (285)       3,927   (1,091)
XM Satellite-A          XMSR     (1,038)       1,662     (293)

                             *********

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.

                    *** End of Transmission ***