TCR_Public/080605.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 5, 2008, Vol. 12, No. 133

                             Headlines

ABACUS 2005-1: Moody's Cuts Notes Ratings, to Undertake Review
[Erroneous story REDACTED Nov. 11, 2008]
ADRASTEA SHG: Moody's to Review Notes Rating for Possible Cut
AMP AA: Moody's Cuts Rating on $9MM Notes from Ca to C
AMP AA: Moody's Cuts Rating on $16MM Notes from Ca to C

AMR CORP: Could File for Bankruptcy This Year, Stockhouse Says
ANI ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
ARGENT NET: Fitch Cuts Ratings to 'C/DR6' on Four Note Classes
ASARCO LLC: Environmental Watchdogs Warn Against Unsound Turnover
ASARCO LLC: Shearman & Sterling Represents Sterlite in Buyout

ATA AIRLINES: Wants to Reject 153 Contracts and Leases
AVANTI FUNDING: Moody's to Review Notes Rating for Possible Cut
BAYOU GROUP: Unsecured Creditors File $20.6MM Suit Against Unit
BLUE HERON: Moody's Cuts Notes Ratings, to Undertake Review
BLUE WATER: Seeks to Pay Sale-Based Incentives to Two Officers

BLUE WATER: Court Moves Lease Decision Deadline to September 9
C&S FINANCE: Case Summary & 32 Largest Unsecured Creditors
CAPITAL GROWTH: March 31 Balance Sheet Upside-Down by $11,838,000  
CAT COMMS: Case Summary & 39 Largest Unsecured Creditors
CENVEO CORP: S&P Assigns 'BB-' Rating on Proposed $175MM Sr. Notes

CHRYSLER LLC: Cerberus Denies Reports on Sale of Equity Stake
CHRYSLER LLC: Total May 2008 Sales Down 25% at 148,747 Units
CHRYSLER LLC: May 2008 Sales in Canada Increase 7% at 27,325 Units
CLARIENT INC: March 31 Balance Sheet Upside-Down by $2,550,000
CLASS V FUNDING: Moody's to Review Notes Rating for Possible Cut

COHR HOLDINGS: S&P Trims Rating to B- with Outlook Remains Neg.
COLLYBUS CDO: Moody's to Review Notes Rating for Possible Cut
CREDITSIGHTS INC: Creditor Silver Birch Stake for Auction June 10
CROWN GREEN: Assets Auctioned by Secured Lenders
DAVIS SQUARE: Moody's to Review Notes Rating for Possible Cut

DBS COMMUNICATIONS: Auction of Assets Held Yesterday
DELTA AIR: Can't Reject Mesa Termination For Now, Court Rules
DELTA AIR: Balks at EOS Airlines' Plan to Sell Planes
DELTA AIR: Amends Bylaws to Clarify Shareholder Voting Matters
DEN-MARK CONSTRUCTION: Wants to Hire Two Real Estate Brokers

DEN-MARK CONSTRUCTION: Wachovia Opposes Engagements of Brokers
DEN-MARK CONSTRUCTION: Taps Warren Perry as Real Estate Counsel
DIAMOND GLASS: Connecticut et al. Balk at Sale Bid Procedures
DIAMOND GLASS: FTI Consulting Approved as Financial Advisor
DIGITAL GAS: Voluntary Chapter 11 Petition

DIOGENES CDO: Moody's to Review Notes Rating for Possible Cut
DIOMED HOLDINGS: $8-Mil. Sale of Assets to AngioDynamics Approved
DIOMED HOLDINGS: Faces Patent Infringement Claims from VNUS
DISTRIBUTED ENERGY: Files for Bankruptcy, Gets $2MM Perseus Loan
DISTRIBUTED ENERGY: Case Summary & 20 Largest Unsecured Creditors

EDGEWOOD VILLAS: Case Summary & 20 Largest Unsecured Creditors
EMISPHERE TECHNOLOGIES: Stock to Trade at Nasdaq Capital Market
EOS AIRLINES: Plan to Sell Planes Faces Opposition from Delta
EQUITY RESOURCE: Case Summary & 8 Largest Unsecured Creditors
ESP FUNDING: Moody's Cuts Notes Ratings, to Undertake Review

FALCON MOTORS: Voluntary Chapter 11 Case Summary
FALCON RIDGE: March 31 Balance Sheet Upside-Down by $609,852
FEDDERS CORP: Wants Plan Filing Deadline Moved to June 14
FIRST FRANKLIN: Fitch Downgrades Ratings on Six Classes of Notes
FORD MOTOR: Starts Making Flex, Adds 500 Jobs in Oakville Plant

FORD MOTOR: Total May 2008 Sales Down 16% at 217,998 Units
FORTIUS I: Moody's Cuts Notes Ratings, to Undertake Review
FORWARD MOMENTUM: Voluntary Chapter 11 Case Summary
FRANCINE PASSA: Case Summary & 18 Largest Unsecured Creditors
FREMONT GENERAL: Unit Completes Sale of $12BB Loan Investment

FRONTIER AIRLINES: Settles Trustee's Objection to Severance Plan
FRONTIER AIRLINES: Court Okays Director & Officer Severance Plan
GARZA RIVERA: Case Summary & 12 Largest Unsecured Creditors
GENERAL MOTORS: May 2008 Sales Down 30% Due to American Axle Stike
GENERAL MOTORS: Economic Challenges Spur Plans to Shutter 4 Plants

GENERAL MOTORS: Truck Production Halt Won't Affect S&P's Rating
GENITOPE CORP: Continues to Grapple With Liquidity Woes
GLACIER FUNDING: Moody's Cuts Notes Ratings, to Undertake Review
GLOBAL MOTORSPORT: Wants Plan Filing Deadline Extended Sept. 29
GLOBAL REALTY: Posts $780,519 Net Loss in 2008 First Quarter

GMAC LLC: Subsidiary Outlines Initiatives to Stabilize Liquidity
GMAC LLC: Cerberus Denies Reports on Sale of Equity Stake
GMAC LLC: Increases Rescap Funding to $1,200,000,000
GRAMPA'S BARGAIN OUTLET: Halts Operations, Mulls Chapter 7 Filing
GREEKTOWN CASINO: Bankruptcy Filing Done to Protect Tribe Assets

GREEKTOWN CASINO: Wants to Use Cash Collateral of its Lenders
GREEKTOWN CASINOS: Gets Permission to Access $51 Million in Loan
GREEKTOWN CASINOS: Game Board Says Loan Impinges on Its Authority
HIGH GRADE CDO 2007-1: Moody's Cuts Rating on Notes
I/OMAGIC CORP: Posts $812,663 Net Loss in 2008 First Quarter

IAC/INTERACTIVECORP: Sees Tax Benefit From $15 Million EPI Sale
JAYHAWK ENERGY: Posts $210,897 Net Loss in Quarter Ended March 31
JED OIL: March 31 Balance Sheet Upside-Down by $14.4 Million
JEFFERSON COUNTY: $47MM Debt Payment Deadline Extended to Aug. 1
JOHN REYNEN: Owes $973,000,000 in Personally Guaranteed Loans

KENT FUNDING: Moody's to Review Notes Rating for Possible Cut
KNESEBECK LLC: Case Summary & 11 Largest Unsecured Creditors
LAKE MATHEWS: Case Summary & Nine Largest Unsecured Creditors
LAUNCH COAST: Case Summary & 20 Largest Unsecured Creditors
LEGACY CAPITAL: Seeks Bankruptcy Protection in Sherman, Texas

LEGACY CAPITAL: Case Summary & 42 Largest Unsecured Creditors
LEGACY COMMS: March 31 Balance Sheet Upside-Down by $3,565,115
LE-NATURE'S INC: Amended Plan Confirmation Hearing Set on June 12
LENNOX INT'L: $300MM Repurchase Program Won't Affect S&P's Rating
LINENS N THINGS: Court Approves $700 Million DIP Financing

LIZ CLAIBORNE: Weak Credit Measures Cue S&P to Lower Ratings
LUBBOCK MEDICAL: Counsel Says Offer for Assets Seen This Week
LUMINENT MORTGAGE: March 31 Balance Sheet Upside-Down by $223.2 MM
MARILYN EPPERSON: Case Summary & 20 Largest Unsecured Creditors
MARMION INDUSTRIES: March 31 Balance Sheet Upside-Down by $952,418

MARVIN ROBERTSON: Voluntary Chapter 11 Case Summary
MBIA INC: Credit Profile Concerns Cue Moody's Rating Review
MBIA INC: Disagrees with Moody's Move to Put Ratings Under Review
MCWATTERS MINING: Uses Part of Share Issuance to Remedy Default
MERITAGE HOMES: Remains Strong Amid Industry Crisis, Execs Insist

MERRILL LYNCH: Fitch Cuts 'BBB-' NIM Notes Rating to 'CC/DR4'
METROMEDIA COMPANY: Owner in Talks with GE to Avoid Bankruptcy
MINNEAPOLIS STAR: Asks Forbearance from Creditors
MISTRAL PHARMA: Receives Notice of Default from MMV Financial
MKP CBO: Moody's Cuts Notes Ratings, to Undertake Review

MOHAMMAD GHARBI: Case Summary & 14 Largest Unsecured Creditors
MOSAIC CO: Fitch Upgrades Ratings to BBB from BB+  
MOVIE GALLERY: Outlines Consummated Transactions Under Ch. 11 Plan
MTI GLOBAL: Completes $7 Million Debt Financing with Wellington
MUSICLAND HOLDING: District Court Rejects Trade Creditors Suit

NEPTUNE INDUSTRIES: March 31 Balance Sheet Upside-Down by $1.8 MM
NEW YORK CRANE: Bankruptcy an Option to Halt Suits, The Deal Says
NIMAYA INC: Case Summary & 20 Largest Unsecured Creditors
OGALLALA ENTERPRISES: Voluntary Chapter 11 Case Summary
ONE HUNDRED: Case Summary & Largest Unsecured Creditors

OPTION ONE: Faces Mass. Attorney General Suit for Loan Practice
ORREX MEDICAL: Chapter 11 Plan Confirmed by Bankruptcy Judge
PARK PLACE: S&P Lowers Ratings on Two Certs. from CCC to D
PARK PLACE: Fitch Chips Ratings on Four Classes of Notes
PERFORMANCE TRANS: Certain Lenders Want Cases Converted to Ch. 7

PERFORMANCE TRANS: Wants DIP Financing Increased to $17.5 Million
PIERRE FOODS: S&P Junks Corp. Credit Rating on Covenant Violation
PLASTECH ENGINEERED: Plan-Filing Period Extended to June 11
PLASTECH ENGINEERED: Wants Reclamation Claims Tagged as Unsecured
PLASTECH ENGINEERED: Seeks to Sell Business and Misc. Assets

PLAYA DEL RACING: Case Summary & 20 Largest Unsecured Creditors
POWER GENERATION: Voluntary Chapter 11 Case Summary
PRECISION HEATING: Case Summary & 18 Largest Unsecured Creditors
PRIS-MM LLC: Case Summary & 32 Largest Unsecured Creditors
QUANTUM CORP: S&P Changes Outlook to Stable After Weak 1Q Results

RAIT CRE: Fitch Affirms 'BB' Rating on $35MM Class J Notes
REBECCA ENGLE: Files for Chapter 11 in Arizona Amid Fraud Claims
RELIANT ENERGY: S&P Lifts Ratings to BB- on Strong Fin'l Profile
R.E. SHORT SALES: Case Summary & Three Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Outlines Initiatives to Stabilize Liquidity

RESIDENTIAL CAPITAL: GMAC Raises Funding to $1,200,000,000
REYNEN & BARDIS: Co-Owner Guaranteed $973,000,000 in Loans
ROCHESTER SERVICE: Ch. 7 Case Conversion OK'd; Faces Foreclosure
SAGEMARK COMPANIES: March 31 Balance Sheet Upside-Down by $$4.2 MM
SAKS INC: Fitch Lifts ID Rating to B+ from B on Strengthened Sales

SEA CONTAINERS: SCL Committee Says Pension Pact Not Important
SECURITY INTELLIGENCE: Case Summary & 18 Largest Unsec. Creditors
SHARPER IMAGE: Hilco Brothers, GB Brands Buy Assets for $49MM
SHARPER IMAGE: To Close 86 Stores, Offers Discount
SILVER ELMS: Moody's to Review Notes Rating for Possible Cut

SILVER ELMS: Moody's to Review Notes Rating for Possible Cut
SOUTHERN PACIFIC: Fitch Retains 'C/DR6' Rating on Class B-1 Certs.
SPECIALTY UNDERWRITING: S&P Lowers Rating on Certificate to B
STAMOR CORPORATION: Case Summary & 20 Largest Unsecured Creditors
STANLEY HERSHEY: Case Summary & 19 Largest Unsecured Creditors

STEVE ROGAI: Case Summary & 13 Largest Unsecured Creditors
SUNSHINE RENTALS: Files Voluntary Chapter 11 Case Summary
SUPERIOR OFFSHORE: Wants to Sell Endeavor to Celebrity for $47MM
SUPERIOR OFFSHORE: Porter & Hedges Approved as Counsel
SUPERIOR OFFSHORE: Gets OK to Hire SCC as Financial Advisor

TD ROWE: Lender's Right, Title and Interest for Auction on June 25
TERRA ENERGY: March 31 Balance Sheet Upside-Down by $743,756
TORRENT ENERGY: Files for Chapter 11, to Submit Plan Shortly
TORRENT ENERGY: Case Summary & 22 Largest Unsecured Creditors
TOWER 17: Foreclosure Sale of Properties Commenced Yesterday

TROPICANA ENTERTAINMENT: Panel Balks at LandCo's Cash Collateral
TROPICANA ENTERTAINMENT: Adequate Protection Package Is Sufficient
TRUMP ENT: S&P's 'B-' Rating Unmoved by Coastal Marina Agreement
VENTANA TAMPA: To Turn Over Condominium Units to Lender
VISTEON CORP: Gets Requisite Tenders for $344MM Offer of Sr. Notes

WACHOVIA CORP: Appoints Chairman Lanty Smith as Interim CEO
WASHINGTON MUTUAL: Board of Directors Adopt New Governance Model
WHERIFY WIRELESS: Inks Merger Agreement with Lightyear Network
WILLIAM TRIBBLE: Voluntary Chapter 11 Case Summary
WILTON PRODUCTS: S&P Holds All Ratings and Revises Outlook to Neg.

WINDHAM MILLS: Taps Keen to Dispose of Former Textile Mill
WMC MORTGAGE: Fitch Takes Rating Actions on 16 Certificates
XERIUM TECHNOLOGIES: S&P Holds CCC+ Rating and Removes Neg. Watch
ZAIS INVESTMENT: Moody's Cuts Notes Ratings, to Undertake Review
ZIFF DAVIS: Files Supplements to Amended Joint Chapter 11 Plan

* Bankruptcies Soar 30% in Latest 12-Month Period
* IATA Projects US$2.3 Billion Loss in Airline Industry

* Polsinelli Expands National Presence, Opens Delaware Office

* Patton Boggs Laywer Authors New Book on Credit Crisis

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

                             *********

ABACUS 2005-1: Moody's Cuts Notes Ratings, to Undertake Review
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2005-1, Ltd.

Class Description: $55,000,000 Class A-2 Floating Rate Notes Due
2046

  -- Prior Rating: Aaa
  -- Current Rating: A1, on review for possible downgrade

Class Description: $20,000,000 Class B Floating Rate Notes Due
2046

  -- Prior Rating: Aa2
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $15,000,000 Class C Floating Rate Notes Due
2046

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

Class Description: $10,000,000 Class D Floating Rate Notes Due
2046

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, 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.


[Erroneous story REDACTED Nov. 11, 2008]


ADRASTEA SHG: Moody's to Review Notes Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Adrastea SHG 2007-1, Ltd.

Class Description: $1,600,000,000 Class A-1M Variable Funding
Floating Rate Notes Due 2052

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

Class Description: $200,000,000 Class A-1Q Floating Rate Notes Due
2052

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

Class Description: $84,000,000 Class A-2 Floating Rate Notes Due
2052

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

Class Description: $50,000,000 Class A-3 Floating Rate Notes Due
2052

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

Class Description: $30,000,000 Class A-4 Floating Rate Notes Due
2052

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

Additionally, Moody's downgraded this notes:

Class Description: $20,000,000 Class B Deferrable Floating Rate
Notes Due 2052

  -- Prior Rating: Baa3
  -- 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.


AMP AA: Moody's Cuts Rating on $9MM Notes from Ca to C
------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by AMP
AA CDO 4.5-9.0 Notes

$9,000,000 AMP AA CDO 4.5-9.0 Notes

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

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


AMP AA: Moody's Cuts Rating on $16MM Notes from Ca to C
-------------------------------------------------------
Moody's Investors Service has downgraded this note issued by AMP
AA CDO 2.5-4.5 Notes

$16,000,000 AMP AA CDO 2.5-4.5 Notes

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

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


AMR CORP: Could File for Bankruptcy This Year, Stockhouse Says
--------------------------------------------------------------
AMR Corp., parent of American Airlines, is considered a possible
chapter 11 candidate and could tumble over into chapter 11
bankruptcy this year, Stockhouse.com says, citing record prices in
oil.

AMR has said report of possible bankruptcy filing is unfounded,
Bllomberg News relates.

Stockhouse.com notes that although AMR is the world's largest
airline, it is now a small cap stock, with a market value of only
$1.8 billion.  The report also notes that AMR has $9.3 billion in
debt and may not have the money to cover its debt service as the
year passes.

As reported by the Troubled Company Reporter on May 26, 2008,
Jamie Baker, an analyst at J.P. Morgan, said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

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

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

Analysts at Soleil Securities Corp. say there's a potential
Chapter 11 filing by AMR by 2009, and UAL some time after that.

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

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

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

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

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

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

                     About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled
passenger              
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.  
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.  S&P also lowered its short-term rating
on AMR to 'B-3' from 'B-2' and affirmed all other ratings on AMR
and American.


ANI ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ANI Associates, Inc.
        7079 Black Horse Pike
        West Atlantic City, NJ 08232

Bankruptcy Case No.: 08-20264

Chapter 11 Petition Date: June 2, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: David Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  E-mail: Edkasen@kasenlaw.com

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Commerce Bank                                        $4,666,075
1701 Route 70 East
Cherry Hill, NJ 08034

Fox Rothschild, LLP                                     $90,084
2000 Market St., 10th Floor
Philadelphia, PA 19103

Northwest Carpets, Inc.                                 $50,312
3358 Carpet Capital Drive
P.O. Box 1844
Dalton, GA 30722

HHotel Corporation                                      $22,821

NJ Occupancy Fees                                       $17,510

State of NJ, Division of Taxation                       $15,576

Duffy, Dolcy, McManus & Roesch                           $6,156

Adams, Rehmann & Heggan Disputed Associates              $6,000

Sam's Club/Discover                                      44,167

Hohnston-Tombigbee                                       $3,800

Sarkis H. Kazanjian                                      $3,470

Casino Lightning & Sign                                  $3,317

Labor Ready Northeast Inc.                               $2,812

Stockton Mechanical Contractors                          $2,408

Map Network                                              $2,250

Duron                                                    $1,789

Idearc Media                                             $1,011

Staples Credit Plan                                        $550

Home Depot                                                 $546

Yellowpages.com                                            $389


ARGENT NET: Fitch Cuts Ratings to 'C/DR6' on Four Note Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Argent Net
Interest Margin 2006-M1.

Argent NIM 2006-M1:
-- $14.4 million class N1 downgraded to 'C/DR6' from 'BB';
-- $17.7 million class N2 downgraded to 'C/DR6' from 'B';
-- $14.1 million class N3 remains at 'C/DR6';
-- $9.1 million class N4 remains at 'C/DR6'.

Underlying transaction: Argent Securities 2006-M1

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.


ASARCO LLC: Environmental Watchdogs Warn Against Unsound Turnover
-----------------------------------------------------------------
Environmental agencies Galveston Houston Association for Smog
Prevention, Public Citizen - Texas Office, the Environmental
Integrity Project, Sierra Club, and the Sustainable Energy and
Economic Development Coalition asked the U.S. Department of
Justice to exercise caution before allowing ASARCO LLC and its
debtor-affiliates to be sold to a new parent with a checkered
environmental record.

In a joint letter to the U.S. Attorney General Michael Mukasy, the
five agencies warned against ASARCO being turned over to "a new
corporate parent with a track record of environmental and other
abuses."

"Given the leadership that will be needed to bring an end to
ASARCO's legacy of pollution on what is a nearly unprecedented
scale, we strongly recommend that the purchaser of ASARCO have a
clean environmental record both in the U.S. and abroad.  We are
deeply disturbed by reports that ASARCO may be handed over to one
of a number of companies that have pollution records that are so
bad that they threaten to eclipse ASARCO's sorry example," the
agencies also told Mr. Mukasy in the letter.

A copy of the letter can be obtained at:

             http://researcharchives.com/t/s?2d49

                          About ASARCO

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

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

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

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

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


ASARCO LLC: Shearman & Sterling Represents Sterlite in Buyout
-------------------------------------------------------------
Shearman & Sterling LLP disclosed that it represents the India-
based mining company Sterlite Industries (India) Ltd., a  
subsidiary of Vedanta Resources plc, in its $2.6 billion
acquisition of ASARCO LLC and its debtor-affiliates' operating
assets.

The legal counsel that primarily represents Sterlite Industries
include:

   * Bankruptcy & Reorganization

     -- Douglas Bartner, Esq.
     -- Solomon Noh, Esq.

   * Mergers & Acquisitions

     -- Christa D'Alimonte, Esq.
     -- Nora Pines, Esq.
     -- Gaurav Sud, Esq.

As reported in the Troubled Company Reporter on June 2, 2008, the
two companies signed a definitive agreement for the sale, which is
subject to the approval of the U.S. Bankruptcy Court for the
Southern District of Texas.  The asset acquisition will be
financed by Sterlite through a mix of debt and existing cash
resources.

The integrated assets to be acquired include three open-pit copper
mines and a copper smelter in Arizona, US and a copper refinery,
rod and cake plant and precious metals plant in Texas.    The sale
will conclude Asarco's Chapter 11 case.

                          About ASARCO

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

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

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

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

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


ATA AIRLINES: Wants to Reject 153 Contracts and Leases
------------------------------------------------------
ATA Airlines Inc. seeks the authority of the U.S. Bankruptcy Court
for the Southern District of Indiana's authority to reject 153
executory contracts or unexpired leases.

Terry Hall, Esq., at Baker and Daniels, LLP, in Indianapolis,
Indiana, says the Debtor is party to various unexpired leases and
executory contracts related to its business operations. The
Debtor has ceased scheduled service and is in the process of
winding down operations. Accordingly, the Debtor seeks the
Court's authority to reject the 153 leases and contracts,
effective as of the proposed rejection date for each contract or
lease.

A schedule of the leases and contracts is available at no charge
at http://bankrupt.com/misc/ATAAirlinesContracts

Section 365(a) of the Bankruptcy Code provides that a debtor-in-
possession "subject to the court's approval, may assume or reject
any executory contract or unexpired lease of the debtor." The
purpose for allowing a debtor to assume or reject an executory
contract or unexpired lease is "to permit the trustee or debtor
in possession to use valuable property of the estate and to
'renounce title to and abandon burdensome property.'"

                  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).


AVANTI FUNDING: Moody's to Review Notes Rating for Possible Cut
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
AVANTI Funding 2006-1, Ltd.

Class Description: $279,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $38,000,000 Class A-2 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $32,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $18,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes due 2046

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

Class Description: $14,500,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2046

  -- 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 structured finance
securities.


BAYOU GROUP: Unsecured Creditors File $20.6MM Suit Against Unit
---------------------------------------------------------------
Dow Jones reports that unsecured creditors of Bayou Group LLC made
good on their request to file a $20.6 million lawsuit against a
Goldman Sachs unit.

As reported by the Troubled Company Reporter on Feb. 5, 2008, the
U.S. Bankruptcy Court for the Southern District of New York
has allowed the Official Creditors' Committee of Unsecured
Creditors of Bayou Group LLC and its debtor-affiliates to
investigate the Debtor's controversial hedge fund Goldman Sachs
Execution & Clearing LP, previously known as Spear Leeds & Kellogg
LP.

On Jan. 9 2008, the Committee filed a request with the Court to
issue an order pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.  The Committee said in its court filing that
it has no other means for obtaining the required information other
that pursuant to Bankruptcy Rule 2004, to which no other parties
should have legitimate objection to the request.

            Goldman Sachs' and SLK's Relation with Debtor

The Committee relates that SLK provided prime brokerage services
to the financial industry, including certain of the Debtors.  
Goldman Sachs Group purchased SLK on Nov. 1, 2000.  Following its
acquisition by Goldman, SLK continued to offer prime brokerage
services to the financial industry, and in early 2005 changed its
name to Goldman Sachs Execution & Clearing LP.  The Committee
asserts that SLK, and later GSEC, served from 1999 through the
cessation of the Debtors' trading activities as a prime broker for
certain of the Debtors.

Hence, the Committee seeks authorization to conduct an examination
pursuant to Rule 2004 to enable the Committee to gather
information concerning:

   (1) GSEC's relationship with the Debtors, including but not
       limited to its receipt of funds from the Debtors for
       trading purposes, its maintenance of any margin accounts
       on behalf of the Debtors, and its collection of any
       commissions or fees from the Debtors;

   (2) GSEC's knowledge of the Debtors' financial state;

   (3) whether GSEC obtained money or property of the Debtors
       under circumstances which would require its return under
       one or more provisions of the Bankruptcy Code; and

   (4) whether GSEC caused injury to the Debtors under
       circumstances that are actionable at law or in equity.

The documents and testimony sought, the Committee explains, are
essential to the evaluation of claims that might be asserted
against GSEC on behalf of the Debtors' estate and its creditors.

Dow Jones reports that the Bankruptcy Court has granted the
unsecured creditors permission to sue on behalf of Bayou's
bankruptcy estate.  They are suing GSEC for allegedly not doing
anything while the hedge fund defrauded investors.  The $20.6
million is allegedly the funds the creditors said GSEC wrongly
allowed Bayou to pay into margin accounts, according to the
report.

As reported by the TCR on April 16, 2008, Judge Colleen McMahon of
the U.S. District Court for the Southern District of New York
sentenced former Bayou Group executive Samuel Israel III to 20
years in prison.  Mr. Israel, who was also ordered to pay
restitution for $300 million, was primarily responsible for duping
investors of more than $450 million through false
misrepresentation of the company's financial condition.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306) in
order to pursue recoveries for the benefit of defrauded investors.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil at Jenner & Block was
appointed on April 28, 2006 as the federal equity receiver.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents the Sonnenschein Investors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.
          

BLUE HERON: Moody's Cuts Notes Ratings, to Undertake Review
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Blue Heron
Funding II Ltd:

Class Description: $890,000,000 Class A Blue Heron Funding II
Notes, due December, 2041

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

Class Description: $20,000,000 Class B Blue Heron Funding II
Notes, due December, 2041

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

Class Description: $40,000,000 Class C Blue Heron Funding II
Notes, due December, 2041

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

Class Description: $24,000,000 Class D Blue Heron funding II
Notes, due December, 2041

  -- Prior Rating: Aa3
  -- Current Rating: B3, on review for possible downgrade

Additional, Moody's also downgraded this notes:

Class Description: $20,000,000 Class E Blue Heron Funding U Notes,
due December, 2041

  -- Prior Rating: Baa3, 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.


BLUE WATER: Seeks to Pay Sale-Based Incentives to Two Officers
--------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor affiliates
seek authority from Judge Marci B. McIvor of the U.S. District
Court for the Eastern District of Michigan to implement a sale-
based incentive bonus plan for Michael Lord, their chief executive
officer, James Sampson, their vice-president of sales and
engineering.

The salient terms of the Incentive Plan are:

   * The Officers will each receive $300,000 if a sale of the
     Debtors' assets is consummated.

   * To be eligible under the Incentive Plan, the Officers (i)
     must perform their duties in a manner that maximizes the
     value of the Debtors' estates as determined by the Debtors'
     board of directors; and (ii) must remain in the employ of
     the Debtors upon the successful consummation of the Sale;
     and

   * All payments will be in lieu of the Officers' existing
     performance bonus and rights to any other bonus under any
     other plan, program, agreement, applicable law or policy
     otherwise applicable to the Officers and the Debtors.  The
     Officers' prepetition severance agreements will remain in
     place.

Mr. Lord, as CEO, is responsible for setting the direction of the
Debtors, ensuring execution.  He is also responsible in keeping
the sales process on track, maximizing the value of the Debtors'
estates and ensuring uninterrupted flow of product for customers.  

Mr. Sampson is responsible for all customer relations matters.  
He heads all new product designs and is responsible for all
project management.

According to Nicole Y. Lamb-Hale, Esq., at Foley & Lardner LLP,
in Detroit, Michigan, the Incentive Plan will play a critical
role in the Debtors' ability to maximize the value of their
businesses to achieve the most value in the proposed sale of
their assets.  The implementation of the Incentive Plan is
necessary to (i) compensate the Officers given the enormous
additional burdens placed on them by the Chapter 11 cases, and
(ii) ensure that the Officers remain motivated to perform the
important tasks necessary to maintain the value of the Debtors'
businesses.

Ms. Lamb-Hale adds that the Incentive Plan is designed to provide
incentives to the Officers based on the need for their efforts
and expertise to facilitate the entry into and consummation of a
successful sale of the Debtors' businesses that maximizes the
value of the Debtors' assets, and in turn, the net recovery for
the Debtors' creditors.

Alexander Tracy, director at Miller Buckfire & Co., LLC, the
Debtors' financial advisor and investment banker, tells the Court
that the Incentive Plan is appropriately tailored to mitigate
against the risks from the non-performance of the Officers of
their responsibilities.  The eligibility factors and amounts to
be paid under the Incentive Plan constitute an appropriate
exercise of the Debtors' business judgment in that they will
incentivize the Officers to achieve the highest sale price
possible for their assets, he says.  

The Debtors propose that the Incentive Plan if approved by the
Court and if authorized by the Debtors' Board, should be allowed
as an administrative expense under Section 503(b) of the
Bankruptcy Code.

Payments under the Incentive Plan would only be available upon
the successful achievement of the milestones in the Accommodation
Agreements and the consummation of a Sale Transaction.  The
Incentive Plan is properly characterized as a performance based,
sale-related management incentive plan, not a retention plan or
severance plan, Ms. Lamb-Hale contends.

                  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)


BLUE WATER: Court Moves Lease Decision Deadline to September 9
--------------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan extended the time within which Blue Water
Automotive Systems, Inc., and its debtor affiliates may assume or
reject non-residential real property leases until the earlier of:

   (a) September 9, 2008; or

   (b) the Effective Date of the Debtors' Joint Plan of
       Liquidation.

With respect to the time within which the Debtors may decide to
assume or reject the lease of the real property lease located at
1045 Durant Drive, in Howell, Michigan, the deadline is extended
until the earlier of (a) September 9, 2008; (b) the sale closing
on June 30, 2008; or (b) the Effective Date of the Plan.

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)


C&S FINANCE: Case Summary & 32 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: C&S Finance Orlando, Inc.
        6363 East Colonial Drive
        Orlando, FL 32807

Bankruptcy Case No.: 08-04640

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      C&S Orlando, Inc.                        08-04643

Type of Business: The Debtors are car dealers.

Chapter 11 Petition Date: June 4, 2008

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtors' Counsel: Ryan E. Davis, Esq.
                  (rdavis@whww.com)
                  Winderweedle Haines Ward & Woodman P.A.
                  P.O. Box 1391
                  Orlando, FL 32802
                  Tel: (407) 423-4246
                  Fax: (407) 423-7014

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. C&S Finance Orlando, Inc.'s list of its 12 largest
   unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Byrider Franchising                Trade Debt             $59,500
12802 Himalton Crossing Boulevard
Carmel, IN 46032

American Express                   Trade Debt             $58,405
P.O. Box 360001
Fort Lauderdale, FL 33336-0001

Davis Keller & Wiggins             Trade Debt              $7,338
12025 Craigshire, Suite 130
St. Louis, MO 63146

Killgore Pearlman Stamp            Attorney                $3,493

Office Source                      Trade Debt              $1,889

AutoLock Specialist                Trade Debt                $785

Wells Fargo                        Trade Debt                $725

Integrity Management Solutions     Trade Debt                $375

Vengroff Williams & Association    Trade Debt                $124

The Tow Pro                        Trade Debt                 $55

Collateral Recovery, LLC           Trade Debt                  $0

Westfield Insurance                Insurance                   $0

B. C&S Orlando, Inc.'s list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Byrider Franchising                Trade Debt            $126,153
12802 Himalton Crossing Boulevard
Carmel, IN 46032

Genuine Parts Co.                  Trade Debt             $46,287
P.O. Box 409043
Atlanta, GA 30384-9043

JD Byrider Advertising             Trade Debt             $18,000
12802 Hamilton Crossing Boulevard
Carmel, IN 46032

Davis Keller & Wiggins LLC         Trade Debt              $5,543

Remanufactured Transmission        Trade Debt              $2,853

JD Byrider Legal Defense           Trade Debt              $2,500

Killgore Pearlman Stamp et al.     Attorney Fees           $1,616

Vavoline                           Trade Debt              $1,561

Carquest Auto Parts                Trade Debt              $1,514

Courtesy Chevrolet                 Trade Debt              $1,482

Nydia Brito Cleaning               Trade Debt              $1,459

Kimelle's Trucking Inc.            Trade Debt              $1,443

Marshall Auto                      Trade Debt              $1,155
Painting & Collision

East Orlando Kia                   Trade Debt              $1,126

Keystone                           Trade Debt              $1,126

LKQ                                Trade Debt                $802

Unifirst Corporation               Trade Debt                $781

Firestone                          Trade Debt                $708

Greenway Chrysler                  Trade Debt                $679

Who's Calling                      Trade Debt                $619


CAPITAL GROWTH: March 31 Balance Sheet Upside-Down by $11,838,000  
-----------------------------------------------------------------
Capital Growth Systems Inc.'s consolidated balance sheet at
March 31, 2008, showed $38,607,000 in total assets and $50,445,000
in total liabilities, resulting in a $11,838,000 total
stockholders' deficit.

The company reported a net loss of $3,345,000, on revenue of
$9,523,000, in the first quarter ended March 31, 2008, compared
with a net loss of $7,457,000, on revenue of $4,000,000 in the
same period in 2007.

The increase in revenue is primarily due to the recognition of
revenue in the first quarter of 2008 in connection with a
significant new contract in the company's Optimization Solutions
line of business.

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?2d4b

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Ill., expressed substantial doubt
about Capital Growth Systems 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 net working capital deficiency.

The company has incurred net losses from continuing operations of
$3,653,000 and $6,965,000 for the three months ended March 31,
2008, and 2007, respectively.

                      About Capital Growth

Based in Chicago, Capital Growth Systems Inc. (OTC BB: CGSY) doing
business as Global Capacity Group Inc., delivers telecom
integration services to systems integrators, telecommunications
companies, and enterprise customers worldwide.  

It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.  

In addition, the company manages data replication and business
continuity environments for multinational corporations and health
care institutions.


CAT COMMS: Case Summary & 39 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CAT Communications International, Inc.
        2117 Williamson Road
        Roanoke, VA 24012

Bankruptcy Case No.: 08-71013

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      NationsLine New Jersey, Inc.             08-71014

Chapter 11 Petition Date: June 3, 2008

Court: Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtors' Counsel: A. Carter Magee, Jr., Esq.
                  (cmagee@mfgs.com)
                  Magee Foster Goldstein & Sayers
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800

                             Total Assets     Total Debts
                             ------------     -----------
      CAT Communications       $2,246,504     $18,532,010
      International, Inc.

      NationsLine New            $500,000      $1,532,370
      Jersey, Inc.

A. CAT Communications International, Inc.'s list of its 20
   largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Verizon Wholesale Markets          FCC Lawsuit        $17,536,514
Director Contract
Perform. and Admin.
600 Hidden Ridge
HQEWMNOTICES
Irving, TX 75038

Embarq                             Trade Debt            $627,897
Director, Local Carrier Markets
6480 Sprint Parkway
KSOPHMO310-3A453
Overland Park, KS 66251

Windstream                         Trade Debt            $130,059
1 Allied Drive
Little Rock, AR 72202-2177

CenturyTel                         Trade Debt             $67,184

UCN                                Trade Debt             $53,624

Ameritech-AT&T                     Trade Debt             $35,334

Qwest Com. International Inc.      Trade Debt             $15,731

CCH                                Trade Debt             $14,303

Neustar Inc.                       Trade Debt             $12,989

Cincinnati Bell - Ohio             Trade Debt              $9,481

Frontier Communications            Trade Debt              $6,706

North State Communications         Trade Debt              $3,826

Southwestern Bell                  Trade Debt              $3,522

Comporium Communications           Trade Debt              $3,388

Ppacific Bell                      Trade Debt              $2,861

Ikon Financial Services            Trade Debt              $1,748

Ikon Office Solutions              Trade Debt              $1,619

Technologies Management Inc.       Trade Debt              $1,404

Mebtel Communications              Trade Debt                $909

U.S. Cellular                      Trade Debt                $471

B. NationsLine New Jersey, Inc.'s list of its 19 largest unsecured
   creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Verizon Wholesale Markets          FCC Lawsuit         $1,165,126
Director Contract
Perform. and Admin.
600 Hidden Ridge
HQEWMNOTICES
Irving, TX 75038

Conversent Communications          Trade Debt             $80,063
313 Boston Post Road West
Suite 140
Marlborough, MA 01752

MCI Metro                          Trade Debt             $62,775
SEPT CH 14163
Palatine, IL 60055

AT&T                               Trade Debt             $51,655

The TelX Group Inc.                Trade Debt             $49,816

Paetec Communications              Trade Debt             $35,127

Cavalier Telephone                 Trade Debt             $17,303

IPC Network Services Inc.          Trade Debt             $16,800

RNK Telecom                        Trade Debt             $10,550

Klein Law Group                    Legal Services          $7,729

Comcast                            Trade Debt              $7,200

CoVista Communications             Trade Debt              $5,674

A.C.N. Communications              Trade Debt              $3,791

Broad Comm. Technology             Trade Debt              $2,939

Bullseye Telecom                   Trade Debt              $2,764

AT&T Local Services                Trade Debt              $2,661

City of Passaic                    Municipal Tax           $2,445

Cooperative Communications         Trade Debt              $2,090

E.F.L.S. Answering & Mail Service  Trade Debt              $1,512


CENVEO CORP: S&P Assigns 'BB-' Rating on Proposed $175MM Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Cenveo Corp.'s proposed $175 million senior
notes due 2016.  The notes were rated 'BB-' with a recovery rating
of '4', indicating that lenders can expect average (30% to 50%)
recovery in the event of payment default.

Proceeds will be used to remarket the company's existing
$175 million senior unsecured loan that was issued for the purpose
of financing the acquisition of Commercial Envelope on Aug. 30,
2007.  Cenveo will not receive any of the proceeds from the sale
of the notes.
     
All other ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.  The rating outlook is stable.
     
"The 'BB-' corporate credit rating reflects Cenveo's high leverage
and participation in highly competitive and fragmented markets,"
said Standard & Poor's credit analyst Mike Listner.  "These
factors are offset by strong improvements in recent years to the
firm's profitability and cash flow generation, increased cash flow
diversity as a result of acquisitions, and the company's success
in integrating and realizing synergies from recent acquisitions."
     
Although Cenveo has diversified revenue through successfully
integrating acquisitions, the company is still susceptible to the
volume and pricing pressures encountered by the printing industry
in the current economic cycle.  Consequently, Cenveo experienced
slight year-over-year declines in operating margins in its
printing and envelope businesses in the first quarter of 2008 due
to higher material costs and restructuring charges.  Despite the
operating challenges posed by the current economic climate, the
'BB-' rating reflects the expectation that management will take
prudent measures to effectively manage its cost structure and
preserve profitability.


CHRYSLER LLC: Cerberus Denies Reports on Sale of Equity Stake
-------------------------------------------------------------
Mark Neporent, Cerberus Capital Management's senior managing
director, chief operating officer, and general officer, responds
to a report in the Financial Times disclosing that the firm had
sold most of its holdings in Chrysler LLC and GMAC LLC amid the
downturn in the U.S. economy and woes in the lending industry.

"Cerberus has not reduced or made any changes to its equity stakes
in GMAC or Chrysler since the closing of either transaction.
Cerberus continues to have voting control over both investments.
It is common knowledge, and has been widely reported, that
Cerberus made these investments side-by-side with its co-investors
at the time of closing.  As a general rule, Cerberus does not
commit more than 5% of the capital of any of its funds to any
single investment."

Cerberus has sold "significantly" more than half its equity to 90
investors, Henry Sender at The Financial Times reported on Monday,  
citing people familiar with the situation.

Those who bought the stakes include some of Cerberus' own
investors, the report said.

Unnamed sources told FT that the buying group included Citigroup's
private equity arm, Cerberus-controlled Aozora Bank of Japan,
Avenue Capital, Cyrus Capital Partners, DB Zwirn, Franklin
Templeton Investments, Oak Hill Advisors, Oak Hill Capital
Partners, Satellite Capital, Seneca Capital and York Capital.

Other investors including Golden Tree Asset Management and Oaktree
Capital Management declined to participate, FT said.

FT said investors paid as much as $1 billion for stakes in one or
both companies.  "By selling equity to others soon after winning
control of the two companies, Cerberus reduced its risks and
earned fees from investors," Mr. Sender reported.

One investor who acquired a small stake in GMAC told FT there was
no time for due diligence.  "It was a 'trust me' kind of trade,"
he said.

But investors believe it was a hot deal.  "Everbody wanted in as
part of the gang," that investor told FT.

According to the Troubled Company Reporter on February 21, 2008,
Cerberus said Chrysler was bound to surpass its recovery plan "on
virtually all key metrics."

Cerberus expressed confidence on its capital infusion in Chrysler
and complimented on the leadership of chief executive Robert
Nardelli and co-presidents Tom LaSorda and Jim Press.  The hedge
fund said Chrysler will "fare just fine" with its $8 billion
cash but continue to warn investors of the risks.

Cerberus also said that GMAC LLC has "strong long-term prospects."

These compliments came amid the financial pressures that Chrysler
and GMAC are facing due to the crisis in the U.S. economy.  

The Troubled Company Reporter related on Feb. 18, 2008, that
Cerberus founder Stephen Feinberg warned investors of possible
"substantial difficulty" in GMAC.  GMAC struggled with the decline
in the U.S. housing industry and financial markets and reported a
$724 million loss during the last quarter of 2007.

Mr. Feinberg wrote in a Jan. 22 letter to investors that while
Cerberus has "detailed contingency plans in a continuing
worsening environment . . . if the credit markets continue to
decline and we find ourselves in a prolonged environment of
capital market shutdown, GMAC could run into substantial
difficulty."

The letter outlines worst-case scenarios for investors, according
to Cerberus partner Tim Price.

                   About Cerberus Capital

Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- is a private investment firms   
that provides both financial resources and operational expertise
to undervalued companies.  Cerberus is headquartered in New York
City with affiliates and advisory offices in Atlanta, Chicago,
Los Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and Taipei.

Cerberus holds controlling or significant minority interests in
companies around the world, including 80.1% stake in Chrysler
LLC bought in 2007 from Daimler AG.  Cerberus was also the lead
investor of a group that acquired 51% of GMAC, the financing arm
of General Motors.  In aggregate, these companies currently
generate over US$60 billion in annual revenues.

                         About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

                      About Chrysler

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

                            *     *     *

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


CHRYSLER LLC: Total May 2008 Sales Down 25% at 148,747 Units
------------------------------------------------------------
Chrysler LLC reported total May 2008 sales of 148,747 units, which
is 25% below the same period last year.  Total May sales reflect a
combination of record sales of Chrysler's newest highly fuel-
efficient vehicles, an unusually high 40% cut in monthly fleet
vehicle sales and a continued industry wide slowdown in pickup
truck and SUV sales.  All sales figures are reported as
unadjusted.

"There is a new era emerging in the restructuring of the American
economy," Vice Chairman and President Jim Press said.  "There is
an unprecedented shift in the industry that is challenging, but we
are determined to provide consumers what they need and want.  We
are responding to consumers with innovative incentive choices and
new vehicle offerings, five of which get 28 mpg highway driving
for under $20,000.  These actions have helped move our retail
sales more in line with the overall industry and provided a lift
for our dealers this month."

May sales highlight the continued growth of Dodge brand cars and
crossovers, such as the Dodge Caliber and Dodge Journey, both of
which come with a standard four-cylinder engine delivering 28 mpg
on the highway.  The two vehicles reached new monthly sales
records in May with the Dodge Caliber posting sales of 12,856
units, up 7% compared with May 2007 sales of 12,052 units, and the
all-new Dodge Journey reaching 7,520 units in only its fourth
month of sales.

The fuel-efficient Jeep(R) Patriot posted record monthly sales as
it continues to be one of Chrysler's fastest growing models.  Jeep
Patriot sales of 8,199 units represented an 82% increase in May
2008 versus the same period last year.

Customers continue to take advantage of the luxury-value equation
of the Chrysler Aspen, which posted sales of 2,037 units, an 18%
increase from May 2007 sales of 1,724 units.  With a base starting
price of $33,225, the Aspen, offers an optional Multi-displacement
System equipped HEMI(R) powertrain that achieves up to 20% fuel
economy improvement.

Consumer and dealer feedback has been very positive on Chrysler's
lineup of the "New Day" packages.  The wide-range of vehicles
offering the company's most sought-after features at reduced
prices will continue to be available in June.

Despite slow industry sales, the Company finished the month with
412,009 units of inventory, or a 75-day supply. As part of a
planned reduction, inventory is down 14 percent compared with May
2007 when it totaled 479,501 units.

             Let's Refuel America $2.99 Gas Guarantee

Buyers were most likely to choose the gas guarantee incentive
option versus cash back or 0% financing when purchasing the Dodge
Journey, Dodge Caliber, Chrysler Sebring Sedan, Dodge Avenger and
Chrysler Town & Country.

"We are pleased with the consumer response to the Let's Refuel
America $2.99 Gas Guarantee program," Mr. Press said.  "Shoppers
really appreciate the opportunity to stabilize their fuel costs
and to increase their savings if gas prices continue to rise.  The
program gives consumers three incentive choices of similar current
value to help them address their most pressing needs.  With great
high mileage product, creative incentive choices, a strong dealer
network, and dedicated employees, we are ushering in new
confidence for the month of June."

                          About Chrysler

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

                            *     *     *

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


CHRYSLER LLC: May 2008 Sales in Canada Increase 7% at 27,325 Units
------------------------------------------------------------------
Chrysler LLC Canada's sales grew 7% in May (27,325 units) and
extended the unprecedented streak of year-over-year sales
increases to 22 consecutive months.  May 2008 sales were driven by
Chrysler's one-two punch of their all-new minivans and the newly
crowned most popular crossover in Canada, the Dodge Journey.  
Sales were also bolstered by the increased demand for fuel-
efficient vehicles such as the Jeep® Patriot and Dodge Caliber.

"Chrysler Canada's retail sales growth this year is driven by
three vehicle segments that are increasing in popularity with
Canadian consumers: fuel-efficient compacts, long-wheelbase
minivans and crossovers," Dave Buckingham, Vice President - Sales,
Chrysler Canada, said.  "Fuel efficiency continues to remain top
of mind for consumers.  Chrysler Canada is well positioned to
capitalize on this demand with 20 vehicles capable of 30-plus MPG
(highway)."

As a result of the overwhelming response from customers,
Chrysler's "Thank You Canada" pricing program will be extended
through June.  The program positions 13 Chrysler, Jeep and Dodge
vehicles under $20,000.

"The Thank You Canada program has helped increase demand for both
new and established vehicles in Chrysler's lineup and kept our
sales momentum strong," Mr. Buckingham added.

                         May Highlights

Minivans continue to have strong appeal for Canadian consumers, as
total May sales of the Dodge Grand Caravan and Chrysler Town &
Country reached an all-time monthly high of 6,528 units, an
increase of 52% compared to the same month last year.  Dodge Grand
Caravan and Chrysler Town & Country minivan sales are up a
significant 48% (21,645 units) through the first five months of
the year.

"Our minivan business is remarkable in Canada," Reid Bigland,
President and CEO of Chrysler Canada, said.  "With rising fuel
prices, Canadian consumers are struggling with the costs
associated with large SUVs, but do not want to forego the
functionality.  As a result, they are getting back into our
minivans in record numbers.  The minivan provides exceptional fuel
economy, outstanding functionality and is available for the first
time ever at a starting price of under $20,000."

With sales averaging 4,300 units per month, the minivan is
Chrysler Canada's top-selling vehicle, Canada's third-highest
selling vehicle in 2007 and the No. 1 minivan in the country for
24 consecutive years.

Canada's newly crowned favourite crossover, the fuel-efficient
Dodge Journey, had another month of increasingly strong sales with
1,581 units sold.  This versatile crossover has won over Canadians
with its 35 MPG fuel economy (highway), a seven-passenger seating
capability and a starting price of $19,999.

Sales of Dodge Ram, Chrysler's second-highest volume vehicle, held
steady in May with 4,034 units sold.

Combined Jeep Patriot, Compass and Dodge Caliber sales were up 36%
(5,771 units) compared to May 2007, setting a new record for best
month sales.  Jeep Patriot and Dodge Caliber are among Chrysler's
top-five selling vehicles, and are just two of the over 20
vehicles that achieve an excess of 30 MPG Highway.

                          About Chrysler

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

                            *     *     *

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


CLARIENT INC: March 31 Balance Sheet Upside-Down by $2,550,000
--------------------------------------------------------------
Clarient Inc.'s consolidated balance sheet at March 31, 2008,
showed $30,282,000 in total assets and $32,832,000 in total
liabilities, resulting in a $2,550,000 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $18,223,000 in total current assets
available to pay $28,525,000 in total current liabilities.

The company reported a net loss of $934,000 in the first quarter
ended March 31, 2008, compared with net income of $1,289,000 in
the same period in 2007.  Results for the first quarter ended
March 31, 2007, included a $5,397,000 income from the discontinued
operations of the company's former instrument systems business
which was sold on March 8, 2007.

Total revenue increased to $15,886,000 during the three months
ended March 31, 2008, from $8,829,000 during the three months
ended March 31, 2007.  The company added 46 new customers in the
three months ended March 31, 2008, and increased its penetration
to existing customers during the period.

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?2d4a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
KPMG LLP, in Costa Mesa, Calif., expressed 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.

In order to comply with the covenants in the current debt
agreement, the company must achieve operating results at levels
not historically achieved by the company.  

                       About Clarient Inc.

Based in Aliso Viejo, Calif., Clarient, Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics  
services company.  The company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.  


CLASS V FUNDING: Moody's to Review Notes Rating for Possible Cut
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
classes of notes issued by Class V Funding II, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: $68,000,000 Class A-1 Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $68,000,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $68,000,000 Class A-2B Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $45,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2046

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

Class Description: $7,000,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2046

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

Class Description: $26,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Deferrable Notes Due 2046

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

Class V Funding II, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.
On Jan. 22, 2008 the transaction experienced an event of default
caused by a failure of the Class A/B/C Overcollateralization Ratio
to be greater than or equal to the required amount set forth in
Section 5.1(i) of the Indenture dated May 18, 2006.

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.  Because of this uncertainty, the rating of the Class A-1
Notes issued by Class V Funding II, Ltd. is on review for possible
further action.


COHR HOLDINGS: S&P Trims Rating to B- with Outlook Remains Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cohr Holdings Inc. (doing business as Masterplan Inc.)
to 'B-' from 'B'.  The outlook remains negative.  At the same
time, S&P lowered the rating on the company's senior secured
first-lien credit facilities to 'B-' from 'B+'.  S&P revised the
recovery rating on this debt to '4', indicating the expectation
for average (30% to 50%) recovery of principal and pre-petition
interest in the event of a payment default, from '2'.
     
"The downgrades reflect Masterplan's much weaker-than-expected
performance and erosion of its financial risk profile, and the
recent loss of its largest customer," said Standard & Poor's
credit analyst David Peknay.
     
The low-speculative-grade rating reflects Masterplan's highly
leveraged financial risk profile, very concentrated customer base,
and uncertain business prospects.  The company was acquired in
early 2007 by Berkshire Partners through a leveraged buyout.
     
Masterplan maintains and repairs health care equipment including
diagnostic imaging equipment such as CT, MRI, ultrasound, and
biomedical equipment such as patient monitoring devices and
infusion pumps.  The company also sells refurbished parts to
existing companies and third parties.


COLLYBUS CDO: Moody's to Review Notes Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Collybus CDO I Ltd.

Class Description: $675,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $55,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Aa1
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $53,000,000 Class B Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Aa3
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $35,000,000 Class C Deferrable Senior Secured
Floating Rate Notes due 2047

  -- Prior Rating: A3
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $44,000,000 Class D Deferrable Senior Secured
Floating Rate Notes due 2047

  -- Prior Rating: Baa3
  -- 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.

In addiiton, Moody's also withdrew the ratings on this notes:

Class Description: $90,000,000 Class A-1 Senior Secured Floating
Rate Notes due 2047

The rating was withdrawn because the notes were paid off in full.


CREDITSIGHTS INC: Creditor Silver Birch Stake for Auction June 10
-----------------------------------------------------------------
Silver Birch Investments 1 LLC, a secured creditor in CreditSights
Inc., is selling its 25,000 shares of stock, subject to higher and
better offers, at an auction on June 10, 2008, 10:00 a.m. at:

     Dan Pecar Newmann & Kleiman PC
     One American Square, Suite 2300
     Indiapolis, IN 46282

The shares of stock in CreditSights is a security for the
indebtedness owed to Silver Birch.

For more information, and qualification requirements, interested
parties may contact:

     Jeffrey Abrams
     Dann Pecar Newmann & kleiman PC
     One American Square, Suite 2300
     Indiapolis, IN 46282
     Tel (317) 632-3232

CreditSights Inc. is a research provider that integrate debt and
equity research into a single view across a company's entire
capital structure.  The company has more than 50 analysts that
identify the best investment opportunity in each of the companies
and sectors that they cover. CreditSights' research focuses on
corporate and sovereign issuers, which have securities that are
actively traded in the corporate bond, credit derivatives, equity-
linked and equity markets.


CROWN GREEN: Assets Auctioned by Secured Lenders
------------------------------------------------
Rights, title and and membership interests of Crown Green
Associates LLC held by Greenfield Crown LLC and Crown Indiana
Associates LP aggregating 100% was auctioned June 3, 2008, at the
office of Baker and Daniels LLP at 300 North Meridian Street,
Suite 2700 in Indianapolis.

Erin G. Apstein, Esq., at Brown, Rudnick, Berlack, Israels LLP
represents Greenfield Crown and Crown Indiana.

Crown Green Associates LLC is a Delaware limited liability
company, organized to acquire, own, and operate the real property
located at 135 North Pennsylvania Avenue in Indianapolis.


DAVIS SQUARE: Moody's to Review Notes Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Davis Square Funding VII, Ltd.

Class Description: $1,570,000,000 Class A-1-a Floating Rate Notes
Due 2042

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $50,000,000 Class A-1-b Floating Rate Notes Due
2042

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $100,000,000 Class A-2 Floating Rate Notes Due
2042

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

Class Description: $160,000,000 Class A-3 Floating Rate Notes Due
2042

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

Class Description: $50,000,000 Class B Floating Rate Notes Due
2042

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

Class Description: $39,000,000 Class C Deferrable Floating Rate
Notes Due 2042

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

Class Description: $21,000,000 Class D Deferrable Floating Rate
Notes Due 2042

  -- Prior Rating: B3, 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.


DBS COMMUNICATIONS: Auction of Assets Held Yesterday
----------------------------------------------------
On Jan. 24, 2008, DBS initiated and executed an assignment for the
benefit of creditors by conveying all of its assets to Michael L.
Kayman, solely as assignee to facilitate an orderly closure and
liquidation of its business.

The assignee has negotiated an asset purchase agreement with an
independent third party to sell his right, title and interest in
certain assets of DBS free and clear of liens, including accounts
receivable, inventory, contracts, computer and networking
equipment, intellectual property and licenses.  DBS has a contract
with Cingular/AT&T Mobility and Sprint Communications and has
intellectual property regarding the DBS tradename "EZ Link."  
Under the purchase agreement, DBS' assets will be sold for
$1,175,000, plus assumption of liabilities.

The sale was subsequently held yesterday at 1:00 p.m. at the
office of Much Shelist Denenberg Ament & Rubenstein PC at 191
North Wacker Drive, Suite 1800 in Chicago, Illinois.

The assets of DBS were offered as a single lot on an "as is"
basis.  Competing bids were required to top $1,250,000, inclusive
of bid protection.

The assignee can be reached at:

   Micheal L. Kayman
   P.O. Box 1130
   Libertyville, IL 60048
   Tel: (312) 474-7850

The attorneys for the assignee are Norman B. Newman, Esq., and
Colleen. E. McManus, Esq., at Much Shelist Denenberg Ament &
Rubenstein.

DBS Communications Inc. is located at 150 West Center Court in
Schaumburg, Illinois.


DELTA AIR: Can't Reject Mesa Termination For Now, Court Rules
-------------------------------------------------------------
Mesa Air Group Inc. won on May 29 a preliminary injunction from
the United States District Court for the Northern District of
Georgia in Atlanta, enjoining Delta Air Lines from terminating its
Connection Agreement with Mesa, and its wholly owned subsidiary,
Freedom Airlines Inc.

On March 28, 2008, Delta notified Mesa of its intent to
terminate the Connection Agreement.  The Connection Agreement
includes, among other arrangements, Mesa's agreement to
operate 34 model ERJ-145 regional jets leased utilizing Delta's
name.  In fiscal 2007, the Connection Agreement accounted for
approximately 20% of Mesa's 2007 total revenues.  Delta sought to
terminate the Connection Agreement as a result of Freedom's
alleged failure to maintain a specified completion rate with
respect to its ERJ-145 Delta Connection flights during three
months of the six-month period ended February 2008.

On April 7, 2008, Mesa filed a lawsuit against Delta alleging
breach of the Connection Agreement and seeking specific
performance by Delta of its obligations.  On May 9, 2008, Mesa
filed a motion for a preliminary injunction in the District Court
against Delta to prevent its wrongful termination of the Delta
Connection Agreement.  The hearing for this matter commenced on
May 27, 2008 and ended on May 29 following the District Court's
ruling in favor of Mesa.

Mesa Air Group had warned in a regulatory filing it may have to
seek bankruptcy protection if Delta Air successfully terminated
their Connection Agreement.  

As reported by the Troubled Company Reporter on May 23, 2008, Mesa
warned that if Delta is successful in terminating the Connection
Agreement, Mesa believes it will be unable to redeploy the
34 ERJ-145 aircraft in a timely manner, or at the lease rates that
Mesa receives under the Connection Agreement in the event of
any redeployment of the aircraft.  In addition to losing
approximately $20 million per month in revenue (or approximately
$960 million over the next four years), Mesa estimated that
leasing costs, labor and other costs totaling approximately
$250 million to $300 million over the next four years would be
incurred by Mesa.

As a result, Mesa warned, its cash flows from operations and its
available working capital would be insufficient to meet these cash
requirements, including its obligations under the Lease
Agreements, which will result in defaults thereunder.  In the
absence of obtaining additional capital through equity or debt
financings, asset sales, consensual restructuring of debt and
lease terms or similar measures, Mesa had warned it will be
unable to remedy the defaults and will experience additional
defaults in the future. Any default would then trigger other
defaults under other existing agreements, which would be material
to the operational cash flows of Mesa.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa, 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.

Mesa Chairman and Chief Executive Officer Jonathan Ornstein told
WSJ that Mesa is "pleased with the Court's ruling" and hopes for
the full resolution of the issue.

"As a result, the company's cash flows from operations and its
available working capital would be insufficient to meet these
cash requirements," Mesa's filing had said, according to
Marketwatch.

                          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.

                         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: Balks at EOS Airlines' Plan to Sell Planes
-----------------------------------------------------
Delta Air Lines Inc., among other carriers, opposed EOS Airlines
Inc.'s plan to auction certain equipment and leases on its
planes, Reuters reports.

EOS filed for Chapter 11 protection in April 2008, and filed a
petition to auction off its assets.  EOS asked the U.S.
Bankruptcy Court in White Plains, New York, to allow it to
auction its all-business-class airline, The Wall Street Journal
says.

WSJ says EOS also wants to sell leases to its Boeing 757-200
aircraft, customer lists, facilities and federal licenses to
operate the airline.

Delta asserted its ownership with respect to some of EOS'
equipment.  EOS is also a party to maintenance, facilities and
engine lease contracts with Delta, which Delta may object to
being passed onto another party, according to the report.

                        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 Debtor's schedules showed total assets of
$57,707,999 and total liabilities of $16,409,993.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  The creditors' committee is
represented by Cohen Tauber Spievack & Wagner P.C.

                         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: Amends Bylaws to Clarify Shareholder Voting Matters
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 21, 2008, Delta Air Lines Inc. disclosed that
its board of directors amended Article III, Section 1(a) and
Article IV, Section 1 of Delta's Bylaws.

The amendment states that "in an uncontested election for
directors, any indication in proxy card or voting instructions to
withhold authority for a nominee will constitute a vote cast,
which has the effect of a vote against the nominee," Edward H.
Bastian, Delta president and chief financial officer, said.

The amendments to Delta's Bylaws were effective May 19, 2008, Mr.
Bastian told the SEC.

A full-text copy of Delta's Amended Bylaws is available for free
at http://ResearchArchives.com/t/s?2d51

                         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).


DEN-MARK CONSTRUCTION: Wants to Hire Two Real Estate Brokers
------------------------------------------------------------
Den-mark Construction Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Eastern District of North Carolina
for permission to employ Alice Ray of Re/Max Hometown, and
Coldwell Banker Howard Perry & Walston Builder Services as
brokers.

A. Alice Ray

Alice Ray will assist the Debtors in marketing and selling their
real property.  In addition, the Debtors asked the Court for
authority allowing the Debtors to assume executory contracts with
Ms. Ray and Re/Max Hometown.

The Debtors told the Court that it is engaged in the real estate
investing, developing, sales and construction in Wake, Granville,
Franklin, Cumberland, Durham, Vance, Orange, Alamance and Johnston
Counties.  According to the Debtors, when they filed for
bankruptcy, they were parties to several executory contracts with
Ms. Ray and Re/Max Hometown, including exclusive right to sell
agreements.  The Debtors want Ms. Ray and Re/Max Hometown to
continue marketing their property.

The Debtors listed 17 real properties in Youngsville, North
Carolina, to be marketed by Re/Max Hometown.  The Debtors proposed
to pay the broker 5% commission of the gross sale price for each
of the 17 properties sold.

The Debtors and Ms. Ray assured the Court that Ms. Ray and Re/Max
Hometown are disinterested persons.

The office of Alice Ray is located at 12324 Hampton Way Drive,
Suite 202, in Wake Forest, North Carolina.

B. Coldwell Banker Howard Perry & Walston Builder Services

Coldwell Banker will assist the Debtors in marketing and selling
their real property.  In addition, the Debtors asked the Court for
authority allowing the Debtors to assume executory contracts with
the firm.

As of the bankruptcy filing, the Debtors owed the firm as broker
the principal sum of $51,526.

The Debtors listed four properties in Graham, North Carolina to be
marketed by Coldwell Banker for 6% commission of gross sales of
each of the properties sold.

Under an agreement between the firm and the Debtors, the 6%
commission includes a 1% carve out that is paid to the developer
at closing, and the remaining 5% is divided equally between the
buyer and seller agents.  If no buyer's agent is involved in the
sale, the developer gets 2% and the firm gets 4% of the gross
sales price.

The office of Coldwell Banker is located at 1001 Wade Avenue in
Raleigh, North Carolina.  Sharon Andrews, senior manager of
Coldwell Banker, will be in-charge of the marketing of the
Debtors' properties.

                   About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Mark E. Dowdy and David Dennis Cyrus are the sole
shareholders and officers of each of the four debtors.  Judge
Randy D. Doub presides over the case.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A. represents the Debtors in their
restructuring efforts.  The Debtors listed total assets of
$44,810,901 and total liabilities of $34,537,937, when they filed
for bankruptcy.  A committee for unsecured creditors has not been
appointed in the case.


DEN-MARK CONSTRUCTION: Wachovia Opposes Engagements of Brokers
--------------------------------------------------------------
Wachovia Bank NA filed with the U.S. Bankruptcy Court for the
Eastern District of North Carolina an objection to the request of
Den-mark Construction Inc. and its debtor-affiliates to employ
various brokers.

A. Weichert Realtors Southern Cost

Debtor Den-Mark Homes SC Inc. sought permission to employ Weichert
Realtors Southern Coast to sell a number of homes in Pine Needles
Estates and Woodlyn Meadows.  Of the homes in Woodlyn, Wachovia
has a first priority security interest in nine homes.  One of the
lots has already been sold and a commission has been paid to
Weichert.  The sale of that home resulted in a shortfall of the
prepetition payoff amount to Wachovia, the bank asserted.

The proposed commission for Weichert is 6% (5% for onsite sales
agent).  Wachovia said that the Debtor had not identied which
homes have onsite sales agents.  Wachovia said it objects to any
commission to Weichert in excess of 5% since there are several
real estate agents willing to sell homes for 5% commission.  
Further, Wachovia explained that since the Debtor is in
bankruptcy, 5% commission is reasonable.

In addition, Wachovia said that Weichert's request for a 1%
marketing fee in addition to the 6% commission is way too much.

B. Coldwell Banker Chicora Real Estate

Wachovia said that Den-Mark Homes sought authority to employ
Coldwell Banker Chicora Real Estate to sell a number of homes in
Palm Lakes Plantation, in which Wachovia has a first priority
security interest.  The proposed commission to Chicora is 6%, plus
reimbursement of marketing expenses.  Again, Wachovia objects to
commissions in excess of 5%.  The bank also claimed that funds
paid to Chicora constitute Wachovia's cash collateral.

C. Coldwell Banker Howard Perry & Walston Builder Services

Debtor Den-Mark Construction sought permission to employ Coldwell
Banker Howard Perry & Walston Builder Services to sell a number of
houses.  The proposed commission to Howard Perry is 6%, with a 1%
kickback to the developer.  Interestingly, however, with the
kickback deducted, Howard Perry will receive a 5% commission,
Wachovia related.

According to the bank, if there's no buyer's agent, the developer
will receive a 2% kickback and Howard Perry will receive a 4%
commission.  Wachovia pointed that a 4% commission with no buyer's
agent is what all other realtors should be receiving.

To the extent that the applications are approved, Wachovia asked
the Court that the brokers should be allowed a commission no
higher than 5%, or 4% if there's no buyer's agent.

                   About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Mark E. Dowdy and David Dennis Cyrus are the sole
shareholders and officers of each of the four debtors.  Judge
Randy D. Doub presides over the case.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A. represents the Debtors in their
restructuring efforts.  The Debtors listed total assets of
$44,810,901 and total liabilities of $34,537,937, when they filed
for bankruptcy.  A committee for unsecured creditors has not been
appointed in the case.


DEN-MARK CONSTRUCTION: Taps Warren Perry as Real Estate Counsel
---------------------------------------------------------------
Den-Mark Construction Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Eastern District of North Carolina
to employ Warren, Perry, Narron, Shackleford & Mackay PLLC as
their special counsel.

The law firm has represented the Debtors in the past regarding
real estate transactions and closings.  At the time of the
bankruptcy filing, the Debtors owed these amounts to Warren Perry:

   Marcus Edwards Development LLC       $19,954
   Den-Mark Construction Inc.            $3,090

According to the Debtors, Warren Perry will continue to assist
them with their real estate transactions and closings.

The firm agreed to be compensated by the Debtors for postpetition
services on an hourly basis after approval by the Court, the
Debtors related.  The Debtors also asked the Court to allow the
firm to file applications of compensation and reimbursement as
frequently as once every 60 days.

The firm can be reached at:

   James S. Warren, Esq.
   Warren, Perry, Narron, Shackleford & Mackay PLLC
   P.O. Box 1187
   Wake Forest, NC 27588

                    Wachovia Balks at Engagement

Wachovia Bank NA asserts secured priority interests in several of
the Debtors' housing projects.  Wachovia acknowledged that as of
the bankruptcy filing, Warren Perry was owed amounts by Marcus
Edwards and Den-Mark Construction.

The bank pointed that the Debtors failed to disclose what the
firm's hourly rates are.  The bank also pointed that the Debtors
failed to disclose the terms under which the firm was paid
prepetition.  Paying the closing attorney on an hourly basis could
result in excess fees being paid, Wachovia said.

Any funds paid to Warren Perry constitute Wachovia's cash
collateral.  Hence, Wachovia objects to any funds being paid to
the firm on the terms contained in the Debtors' application.

Wachovia argues that Warren Perry should only be engaged to handle
real estate closings at reasonable market rates.

                   About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Mark E. Dowdy and David Dennis Cyrus are the sole
shareholders and officers of each of the four debtors.  Judge
Randy D. Doub presides over the case.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A. represents the Debtors in their
restructuring efforts.  The Debtors listed total assets of
$44,810,901 and total liabilities of $34,537,937, when they filed
for bankruptcy.  A committee for unsecured creditors has not been
appointed in the case.


DIAMOND GLASS: Connecticut et al. Balk at Sale Bid Procedures
-------------------------------------------------------------
Connecticut General Life Insurance Company, Automotive
Components Holdings LLC, Oracle USA Inc., and certain local tax
authorities object to the sale of substantially all assets of
Diamond Glass Inc. and DT Subsidiary Corp.

The Debtors have entered into an asset purchase agreement with
Diamond Glass Acquisition LLC, the designated stalking horse
bidder, under which the bidder would acquire substantially all of
the Debtors' assets for $34 million in the form of a credit bid,
plus assumed liabilities.

A. Connecticut and Oracle

Connecticut and Oracle received two notices of zero balance
cure amounts for possible assumption and assignment of certain
contracts in connection with the Debtors' sale request.  The
parties argued that the sale provides inadequate information of
which contracts the Debtors intend to keep.

Connecticut asserts $1.7 million in cure amounts based on its
review of the account and prior claims experience, while Oracle
posts at least $1,350 in cure amounts on its records.  Connecticut
and Oracle contend that the cure amounts listed in the notices are
incorrect.

Accordingly, Connecticut and Oracle ask the Court to deny approval
of the Debtors' request until the Debtors have determined which
contracts they proposes to assume and assign, and paid each of
Connecticut and Oracle's cure amounts.

B. Automotive Components

Automotive asserts an unpaid prepetition contract claim against
the Debtors for $572,327 for glass ACH sold and delivered to the
Debtors before their bankruptcy filing.

Automotive's claim is secured by an offsetting, prepetition mutual
indebtedness for $350,483 that ACH owes to the Debtors for glass
replacement services.  Automotive's setoff rights are entitled to
adequate protection, under Section 506(a) of the U.S. Bankruptcy
Code, the same as any other interest in property of the bankruptcy
estate.

The secured lender previously asked the Court for relief from the
automatic stay in order to offset these claims.

Automotive objects to the Debtors' request since the Debtors are
seeking to sell assets free and clear of liens, including
Automotive's first-priority setoff rights, while at the same time
allowing the Debtors' secured lenders to credit bid their claims
for the purchase of assets.  Automotive says its setoff rights are
not adequately protected.

C. Tax Authorities

The Tax Authorities have filed secured claims of $6,000 for unpaid
2008 ad valorem property taxes, which are secured by first
priority liens on the Debtors' personal property.  

The Tax Authorities relate to the Court that the Debtors' sale
request includes the disposition of their liens.  The Tax
Authorities say that it is unclear how their liens will be treated
upon the sale of the Debtors' property.

The Tax Authorities argue that merely providing that the tax liens
attached to the sale proceeds does not adequately protect their
liens.  The liens should be paid directly from the sale proceeds
at closing.

The Tax Authorities also contend that the sale of their collateral
could not be approved without providing adequate protection for
their liens.  A credit bid purchaser must agree to take the assets
subject to the tax liens and assume responsibility for paying the
taxes, the Authorities say.

The Tax Authorities are comprised of Bexar County, Dallas County,
Forth Ben County, Irving ISD, City of Memphis, City of Richardson
and Tarrant County.

As reported in the Troubled Company Reporter on May 26, 2008,
the Debtors agreed to extend for two weeks all deadlines for
submitting bids and participating in the auction.  Under the new
schedule:

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

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

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

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

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

The Court approved on April 30, 2008, proposed bidding procedures
for the sale of substantially all of the Debtors' assets.

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

                       About Diamond Glass

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

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this cases.  
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


DIAMOND GLASS: FTI Consulting Approved as Financial Advisor
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized the Official Committee of Unsecured Creditors of
Diamond Glass Inc. and DTS Subsidiary Corp. to retain FTI
Consulting Inc. as its financial advisor.

As the Committee's advisor, the firm will monitor the Debtors'
efforts and their professional advisors to maximize the values of
the Debtors' estate. Specifically, the firm will:

   a) assist the Committee in the review of financial related  
      disclosure required by the Court including: schedules of
      assets and liabilities, statement of financial affairs and
      monthly operating reports;

   b) assist the Committee with information and analyses required
      pursuant to the debtor-in-possession financing including,
      but not limited to, preparation for hearings regarding the
      use of cash collateral and DIP financing;

   c) assist with a review of the Debtors' short-term cash
      management procedures;

   d) assist with a review of the Debtors' proposed key employee
      incentive plan and other critical employee benefit programs;

   e) assist and advice to the Committee with respect to the
      Debtors' identification of core business assets and the
      disposition of assets or liquidation of unprofitable
      operations;

   f) assist with a review of the Debtors' performance of cost
      evaluation with respect to the affirmation or rejection of
      various executory contracts and leases;

   g) assist regarding the identification of areas of potential
      cost savings, including overhead and operating expenses
      reductions and efficiency improvements;

   h) assist in the review of financial information distributed by
      the Debtors to creditors and others, including, but not
      limited to: cash flow projections and budget, cash receipts
      and disbursement analysis of various asset and liability
      accounts, analysis of proposed transactions for which court
      approval is sought;

   i) attend at meetings and assist in discussions with the
      Debtors, potential investors, banks, other secured lenders,
      the Committee and any other official committees organized in
      these Chapter 11 proceedings, the U.S. Trustee, other
      parties in interest and professionals hired by the same, as
      requested;

   j) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in these
      Chapter 11 proceedings;

   k) assist in the evaluation analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;
      and

   l) render other general business consulting or other assistance
      as the Committee or its counsel may deem necessary that is
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      this proceedings.

The firm will be paid $50,000 per month as compensation, plus
reimbursement of actual and necessary expenses incurred by the
firm.  The firm's professionals and their compensation rates are:

      Designations                 Hourly Rates
      ------------                 ------------
      Senior Managing Directors     $540-$720
      Managing Directors            $465-$550
      Directors                     $380-$475
      Senior Consultant             $285-$360
      Consultant                    $220-$270
      Project Assistant              $74-$185

Samuel E. Star, a senior managing director of the firm, attests
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

On April 14, 2008, an FTI official assumed position as interim
controller of Zeledyne LLC when it acquired automotive assets of
Automotive Components Holding LLC, a secured lender of the Debtors
and one of their suppliers.  The appointed interim official is not
involved in any talks with the Debtors and has not been
responsible for approving any extensions of credit or shipment of
products to the Debtors, Mr. Star says.

                       About Diamond Glass

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

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this cases.  
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


DIGITAL GAS: Voluntary Chapter 11 Petition
------------------------------------------
Debtor: Digital Gas, Inc.
        19849 Middlebelt Road
        Livonia, MI 48152

Bankruptcy Case No.:  08-52086

Chapter 11 Petition Date: May 16, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Michael I. Zousmer
                  Nathan, Neuman, Nathan & Zousmer, P.C.
                  29100 Northwestern Hwy., Suite 260
                  Southfield, MI 48034
                  Phone: (248) 351-0099
                  E-mail: mzousmer@nathanneuman.com

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

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

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


DIOGENES CDO: Moody's to Review Notes Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Diogenes CDO I

Class Description: $248,000,000 Class A-1 Floating Rate Notes Due
December 15, 2043

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

Class Description: $60,800,000 Class A-2 Floating Rate Notes Due
December 15, 2043

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

Class Description: $36,000,000 Class B Floating Rate Notes Due
December 15, 2043

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

Additionally, Moody's downgraded these notes:

Class Description: $12,400,000 Class C Deferrable Floating Rate
Notes Due December 15, 2043

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

Class Description: $21,200,000 Class D Deferrable Floating Rate
Notes Due December 15, 2043

  -- Prior Rating: Ba1, 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.


DIOMED HOLDINGS: $8-Mil. Sale of Assets to AngioDynamics Approved
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of
Massachusetts, Western Division, approved AngioDynamics, Inc.'s
purchase of certain United States assets of Diomed Holdings and
its wholly owned subsidiary, Diomed, Inc.

The sale conditions are set forth in a definitive asset purchase
agreement, whereby AngioDynamics has agreed to pay $8 million in
cash for the United States assets and $3 million in cash for
certain United Kingdom Assets of Diomed Limited.  The final
purchase price will be subject to adjustment for changes in
working capital at the closing date.  AngioDynamics expects to
simultaneously close the purchase of both the United States and
United Kingdom assets by June 16, 2008.

"The acquisition of Diomed's United States and United Kingdom
assets will greatly strengthen our worldwide presence in the high-
growth market to treat varicose veins," said Eamonn Hobbs,
President and CEO of AngioDynamics.  "The acquisition, combined
with the recent settlement with VNUS Medical that provides us with
a license to certain patents for use in endovenous laser therapy,
enhances our ability to provide physicians with innovative
technologies for superior patient care.  We believe Diomed's
endovenous laser products will be an excellent complement to our
venous product line and once the purchase closes we will begin to
integrate the businesses and expand our sales organization in both
the United States and overseas."

On April 10, 2008, AngioDynamics entered into asset purchase
agreements with Diomed Holdings, Inc., Diomed, Inc., and Diomed
Limited for the acquisition of certain assets of Diomed's business
in the United States and United Kingdom.  The agreement with
Diomed Holdings, Inc. and Diomed, Inc. was subject to an auction
process administered by the bankruptcy court as a result of
Diomed's Chapter 11 bankruptcy proceedings.

Diomed's United States and United Kingdom businesses are engaged
in the sale of systems for the endovenous laser treatment of
varicose veins, and in the 12-month period ending September 30,
2007, Diomed had worldwide sales of $25.4 million.  The agreements
do not provide for the acquisition of any interest in Diomed's
legal judgment award against Vascular Solutions.

                       About AngioDynamics

AngioDynamics, Inc., provides innovative medical devices used by
interventional radiologists, surgeons, and other physicians for
the minimally invasive treatment of cancer and peripheral vascular
disease.  The Company's diverse product line includes market-
leading radiofrequency ablation systems, vascular access products,
angiographic products and accessories, dialysis products,
angioplasty products, drainage products, thrombolytic products,
embolization products and venous products.  On the Net:
http://www.angiodynamics.com/

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX: DIO)
-- http://www.evlt.com/and  http://www.diomedinc.com/-- develops
and commercializes minimal and micro-invasive medical procedures
that use its proprietary laser technologies and disposable
products.  Diomed's EVLT(R) laser vein ablation procedure is used
in varicose vein treatments.  Diomed also provides photodynamic
therapy for use in cancer treatments, and dental and general
surgical applications.  Diomed Holdings has no assets other than
its 100% ownership in Diomed Inc., its operating unit.  Diomed
Inc. owns 100% of Diomed Ltd. in the United Kingdom and Diolaser
Mexico SA de CV in Mexico.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP is
its general counsel.  Goulston & Storrs P.C. is counsel to the
Official Committee of Unsecured Creditors.  The company's
schedules show total assets of $19,936,479 and total liabilities
of $14,743,485.


DIOMED HOLDINGS: Faces Patent Infringement Claims from VNUS
-----------------------------------------------------------
VNUS Medical Technologies, Inc., said it plans to file a claim
against the bankruptcy estate of Diomed Holdings, Inc., for
monetary damages attributable to Diomed's alleged past and current
infringement of VNUS patents.

VNUS filed a patent infringement lawsuit in 2005 against three
endovenous laser competitors, Diomed, AngioDynamics and Vascular
Solutions.  Trial has been scheduled for June 23, 2008.

The VNUS patent litigation against Diomed was stayed as a result
of Diomed's bankrutpcy filing in March.

On Tuesday, VNUS entered into an agreement with AngioDynamics and
Vascular Solutions that settles and resolves a patent infringement
lawsuit between the companies.  The Agreement results in VNUS
granting to AngioDynamics and Vascular Solutions, a non-exclusive,
non-sublicensable patent license that covers certain products such
as disposable endovenous laser fiber kits, laser fibers, and
lasers used in the field of endovenous laser ablation.

As a part of the agreement, licensees AngioDynamics and Vascular
Solutions stipulated that the VNUS patents-in-suit are valid,
enforceable, and were infringed by the licensees.  The license
requires per unit royalty payments for endovenous laser products
sold or shipped in the United States until September 11, 2017.  In
conjunction with the patent license, AngioDynamics and Vascular
Solutions have agreed to an upfront payment of $6.8 million and
$3.1 million respectively for past infringement of the VNUS
patents through May 31, 2008 for AngioDynamics and through
March 31, 2008 for Vascular Solutions.

Brian Farley, VNUS President and CEO, stated, "This agreement
validates the importance and value of our intellectual property in
the field of endovenous ablation.  It brings to VNUS a favorable
result in the enforcement of our endovenous vein ablation patents
and is expected to produce a forward royalty stream that allows
VNUS to financially benefit from endovenous laser ablation
products sold into the vein ablation market over the next nine
years."  Mr. Farley added, "We expect the financial and other
terms of our settlement agreement will also facilitate productive
dialog with others who practice the patented methods."

Diomed is selling its operations to AngioDynamics for $8,000,000
cash plus assumption of certain liabilities.  Today's Troubled
Company Reporter has a story on that sale.

                        About VNUS Medical

Founded in 1995 and headquartered in San Jose, California, VNUS
Medical Technologies -- (Nasdaq: VNUS) -- is a worldwide leader in
medical devices for the minimally invasive treatment of venous
reflux disease, a progressive condition that causes the varicose
veins afflicting 25 million Americans.  The pioneering company in
the field, VNUS offers the ClosureFAST system, which consists of a
proprietary radiofrequency (RF) generator and proprietary
disposable endovenous catheters and devices to close diseased
veins through the application of temperature-controlled RF energy.  
VNUS devices have been used in more than 300,000 procedures
worldwide. For more information, visit http://www.vnus.com/.

                       About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--   
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.

The company sell its products through a direct sales force, and
a network of distributors in the EU, Latin America and Mexico,
the UK, the US, Japan, Australia, South Korea, the Peoples'
Republic of China, and Canada.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.


DISTRIBUTED ENERGY: Files for Bankruptcy, Gets $2MM Perseus Loan
----------------------------------------------------------------
Distributed Energy Systems Corp. and its subsidiary, Northern
Power Systems Inc., filed voluntary petitions under Chapter 11 in
the United States Bankruptcy Court for the District of Delaware.  

The company determined the voluntary filings were necessary to
complete going-concern sales of the Northern Power unit and
another subsidiary, Proton Energy Systems Inc., and was the best
course of action to maximize the value of the company's assets for
all stakeholders including its 175 employees.

The company expects its operations to function normally during the
Chapter 11 process, with little or no impact on how it conducts
business.  The company will fulfill customer demands and provide
uninterrupted customer service by honoring commitments in the
normal course of business.

The company will continue paying suppliers for goods and services
they provide after the filings, and will pay all wages and
benefits for active employees, as usual and without interruption.

To fund its continuing operations during the Chapter 11 process,
the company obtained a $2 million debtor-in-possession financing
commitment from its senior secured lender, Perseus Partners VII
L.P.  Subject to bankruptcy court approval, the DIP financing will
be used to supplement the company's cash flow during the Chapter
11 process and is expected to provide adequate funds for the
company to operate in the ordinary course of business.

"We are grateful for the continuing loyalty and support of our
employees and customers," Bernard Cherry, chief executive officer
of Distributed Energy Systems Corp., said.  "We intend to use the
Chapter 11 process as a strategic vehicle to obtain the time and
legal protection necessary to complete a structured sale of our
two primary operating units, and to maintain the going concern
value of both business units.  Our dedication to providing our
customers with the highest quality products and services will
remain strong during this strategic process."

The Chapter 11 filings were made on June 4, 2008, in Wilmington,
Delaware.  The company's legal advisor with respect to the Chapter
11 filings is Young Conaway Stargatt & Taylor LLP and its
financial advisor is Allen & Company.

                About Distributed Energy Systems

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq:DESC) -- http://www.distributed-energy.com/-- operates  
through two wholly-owned subsidiaries: Proton Energy Systems Inc.
and Northern Power Systems Inc.  Proton is engaged in designing,
developing, selling and manufacturing on-site hydrogen gas
delivery systems.  Northern has a range of businesses, including
the design and sale of power generation equipment, engineering,
procurement and construction of distributed power systems, the
design and sale of direct drive wind turbines, and the servicing
of fossil fuel power generation equipment.   The company was
incorporated on May 19, 2003.


DISTRIBUTED ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Distributed Energy Systems Corp.
             aka PES New Parent, Inc.
             10 Technology Drive
             Wallingford, CT 06492
             Tel: (203) 678-2000

Bankruptcy Case No.: 08-11101

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Northern Power Systems, Inc.               08-11102
        aka PES-2 Merger Sub, Inc.

Type of Business: The Debtors engage in the design, development,
                  manufacture, and sale of on-site hydrogen gas
                  delivery systems worldwide.  See
                  http://www.distributed-energy.com

Chapter 11 Petition Date: May 4, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Robert S. Brady, Esq.
                  Email: bankfilings@ycst.com
                  Robert F. Poppiti, Jr., Esq.
                  Email: bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 W. St., 17th Flr.
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://www.ycst.com

Total Assets: $16,826,046

Total Debts:  $65,546,173

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chloride France, SA            trade debt            $164,276
30 Ave. Montgolfer BP 90
Chassieu Cedex, France
Tel: 011-33-478-401-356
Fax: 011-33-478-907-766

St. Paul Travelers             trade debt            $162,033
CL & Specialty Remittance Ctr.
Hartford, CT 06183-1008
Tel: (860) 277-0111
Fax: (860) 277-2158

STM Power                      trade debt            $114,378
275 Metty Drive
Ann Arbor, MI 48103
Tel: (734) 214-1448
Fax: (734) 995-0610

Vermont Department of Tax      taxes                 $92,797

Anderson, Rowe & Buckley, Inc. professional services $87,314

Piper Jaffray                  professional services $85,796

Delstar Energie, Inc.          trade debt            $85,000

Washington International       trade debt            $71,496
Holdings, Ltd.

Shanghai TSP                   trade debt            $69,500

Garrard Hassan America, Inc.   trade debt            $63,303

Offshore Technical Assistance  trade debt            $52,293

Liberty Casting Co., LLC       trade debt            $47,355

Semikron, Inc.                 trade debt            $38,895

Roman Manuel Vastro Quiroz     trade debt            $38,044
MARSA

Johnson Controls               trade debt            $34,916

ML Strategies, LLC             trade debt            $30,000

Enercon Engineering, Inc.      trade debt            $26,999

Sheedy Drayage Co.             trade debt            $22,814

Valley Power Systems, Inc.     trade debt            $22,138

Laser Technologies             trade debt            $20,88


EDGEWOOD VILLAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Edgewood Villas Limited Dividend Housing Association     
        Limited Partnership
        1010 W. Edgewood Boulevard
        Lansing, MI 48911

Bankruptcy Case No.: 08-04858

Chapter 11 Petition Date: May 30, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Hon. Scott W. Dales

Debtor's Counsel: Robert D. Gordon
                  (rgordon@clarkhill.com)
                  Clark Hill PLC
                  500 Woodward Ave, Ste 3500
                  Detroit, MI 48226-3435
                  Telephone (313) 965-8572

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

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

A copy of 's list of 20 largest unsecured creditorsis available
for free at http://bankrupt.com/misc/miwb08-04858.pdf


EMISPHERE TECHNOLOGIES: Stock to Trade at Nasdaq Capital Market
---------------------------------------------------------------
Emisphere Technologies, Inc., received notice from the Listing
Qualifications Department of The NASDAQ Stock Market that the
company's application to list its common stock on The NASDAQ
Capital Market was approved. The company's common stock will begin
trading on the Capital Market, and will cease trading on The
NASDAQ Global Market, at the opening of business Friday, May 30,
2008. The trading symbol for the company's common stock remains
"EMIS."

The NASDAQ Capital Market currently includes over 500 companies
and operates in substantially the same manner as the NASDAQ Global
Market.  Securities listed on the NASDAQ Capital Market satisfy
all applicable qualification requirements for NASDAQ securities
and all companies listed on the NASDAQ Capital Market must meet
certain financial requirements and adhere to NASDAQ's corporate
governance standards.

Based in Cedar Knolls, New Jersey, Emisphere Technologies Inc.,
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a  
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules using its eligen(R) technology.
These molecules and compounds could be currently available or are
under development. Such molecules are usually delivered by
injection; in many cases, their benefits are limited due to poor
bioavailability, slow on-set of action or variable absorption. The
eligen(R) technology can be applied to the oral route of
administration as well other delivery pathways, such as buccal,
rectal, inhalation, intra-vaginal or transdermal.

                           * * *

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies 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 experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.

The company has limited capital resources and operations to date
have been funded primarily with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.


EOS AIRLINES: Plan to Sell Planes Faces Opposition from Delta
--------------------------------------------------------------
Delta Air Lines Inc., among other carriers, opposed EOS Airlines
Inc.'s plan to auction certain equipment and leases on its
planes, Reuters reports.

EOS filed for Chapter 11 protection in April 2008, and filed a
petition to auction off its assets.  EOS asked the U.S.
Bankruptcy Court in White Plains, New York, to allow it to
auction its all-business-class airline, The Wall Street Journal
says.

WSJ says EOS also wants to sell leases to its Boeing 757-200
aircraft, customer lists, facilities and federal licenses to
operate the airline.

Delta asserted its ownership with respect to some of EOS'
equipment.  EOS is also a party to maintenance, facilities and
engine lease contracts with Delta, which Delta may object to
being passed onto another party, according to the report.

                         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 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 Debtor's schedules showed total assets of
$57,707,999 and total liabilities of $16,409,993.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  The creditors' committee is
represented by Cohen Tauber Spievack & Wagner P.C.


EQUITY RESOURCE: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Equity Resource Inc.
        2400 North Tenaya
        Las Vegas, NV 89129-6023

Bankruptcy Case No.: 08-15615

Type of Business: The debtor is a mortgage lender.

Chapter 11 Petition Date: May 30, 2008

Court: District of Nevada (Las Vegas)

Judge: Hon. Mike K. Nakagawa

Debtor's Counsel: Kevin R. Hansen
                  (krhlaw@cox.net)
                  Kevin R. Hansen Ltd.
                  208 South Jones Blvd.
                  Las Vegas, NV 89107
                  Telephone (702) 258-8200
                  Fax (702) 974-0784

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

Estimated Debts: $10,000,0001 to $50 million

A copy of debtor's petition and a list of its 8 largest unsecured
creditors is available for free at:

     http://bankrupt.com/misc/nvb08-15615.pdf


ESP FUNDING: Moody's Cuts Notes Ratings, to Undertake Review
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of five classes
of notes issued by ESP Funding I, Ltd. and left on review for
possible further downgrade the rating of four of these classes.  
The notes affected by the rating action are:

Class Description: $100,000,000 Class A-1R Revolving Floating Rate
Senior Secured Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $395,000,000 Class A-1T1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $30,000,000 Class A-1T2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

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

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $90,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

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

ESP Funding I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
Feb. 27, 2008 the transaction experienced an event of default
caused by a failure of the Class A Principal Coverage Ratio to be
greater than or equal to the required amount set forth in Section
5.1(h) of the Indenture dated Sept. 7, 2006.  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.  Because of this uncertainty, the ratings of Class A-1R,
Class A-1T1, Class A-1T2 and Class A-2 Notes issued by ESP Funding
I, Ltd are on review for possible further action.


FALCON MOTORS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Falcon Motors, Inc.
        774 North Bedford Road
        Bedford Hills, NY 10517

Bankruptcy Case No.: 08-22730

Chapter 11 Petition Date: May 22, 2008

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  (jsp@rattetlaw.com)
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


FALCON RIDGE: March 31 Balance Sheet Upside-Down by $609,852
------------------------------------------------------------
Falcon Ridge Development Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,230,487 in total assets and $3,840,339
in total liabilities, resulting in a $609,852 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $4,270 in total current assets
available to pay $3,043,573 in total current liabilities.

The company reported a net loss of $3,044,844, on net sales of
$35,143, for the second quarter ended March 31, 2008, compared
with a net loss of $544,971, on zero net sales, in the same period
ended March 31, 2007.

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?2d3f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Moore & Associates Chartered, in Las Vegas, Nevada, expressed
substantial doubt about Falcon Ridge Development 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 auditor pointed to Falcon Ridge's accumulated operating
losses during 2007 and 2006.

The company reported a loss of $3,044,844 for the second quarter
ended March 31, 2008, has a working capital deficit and
implementation of its business plan is dependent upon its ability
to raise additional capital.  

                  About Falcon Ridge Development

Headquartered in Albuquerque, New Mexico, Falcon Ridge Development
Inc. -- http://www.falconridgedev.com/-- acquires tracts of raw   
land for development into residential lots for sale to  
homebuilders.  


FEDDERS CORP: Wants Plan Filing Deadline Moved to June 14
---------------------------------------------------------
Fedders Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

   i) file a Chapter 11 plan until June 14, 2008, and

  ii) solicit acceptances of that plan until August 31, 2008.

The Debtors request for more time to allow the term lenders --
Goldman Sachs Credit Partners LP, Camulos Master Fund LP and
Highland Capital Management LP -- to review a draft Chapter 11
plan.  The Debtors reached agreement with the term lenders
regarding the terms and conditions for the plan.

The Debtors tell the Court that they intend to file the Chapter 11
plan before June 14, 2008.

The Court will convene a hearing on June 18, 2008, at 2:00 p.m.,
to consider approval of the Debtors' request.  Objections, if any,
are due June 11, 2008.

The Debtors' exclusive plan filing period expired on May 31, 2008.

                          Briefly Noted

As reported in the Troubled Company Reporter on May 26, 2008,
the Court authorized the Debtors to sell "Indoor Air-Quality
Assets" and stock to Tomkins Industries Inc., Tomkins Finance PLC,
Air System Components Investments China Limited and Ruskin Air
Management Limited for $25 million.

The Debtors intended to divest these assets:

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

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

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  The
law firm of Cole, Schotz, Meisel, Forman & Leonard P.A.; and
Norman L. Pernick, Esq., Irving E. Walker, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FIRST FRANKLIN: Fitch Downgrades Ratings on Six Classes of Notes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on seven First Franklin Net
Interest Margin note securities.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are now
removed.

First Franklin NIM 2005-FF5 LTD:
-- $721 thousand class N-2 downgraded to 'C/DR6' from 'BBB-';
-- $1.6 million class N-3 downgraded to 'C/DR6' from 'BB'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2005-FF5

FFMLT CI-14 NIM, Series 2005-FFH3:
-- $4.8 million class N-1 downgraded to 'C/DR6' from 'B';
-- $3.7 million class N-2 remains at 'C/DR6';
-- $4.0 million class N-3 remains at 'C/DR6'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2005-FFH3

FFMLT CI-15 NIM, Series 2005-FFH4:
-- $1.8 million class N-1 downgraded to 'C/DR6' from 'BB';
-- $4.4 million class N-2 remains at 'C/DR6';
-- $3.0 million class N-3 remains at 'C/DR6'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2005-FFH4

FFML NIM Notes, Series 2006-FF10:
-- $14.5 million class A downgraded to 'C/DR5' from 'B';
-- $3.8 million class B remains at 'C/DR5'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2006-FF10

FFML NIM Notes, Series 2006-FF12:
-- $14.1 million class A downgraded to 'C/DR5' from 'BB';
-- $5.1 million class B downgraded to 'C/DR6' from 'B'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2006-FF12

FFML NIM Notes, Series 2006-FF15:
-- $26.8 million class A downgraded to 'C/DR4' from 'B';
-- $12.0 million class B remains at 'C/DR5'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2006-FF15

FFML NIM Notes, Series 2006-FF17:
-- $10.2 million class A downgraded to 'C/DR5' from 'B';
-- $4.2 million class B remains at 'C/DR5'.
    Underlying transaction: First Franklin Mortgage Loan Trust
    2006-FF17

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.


FORD MOTOR: Starts Making Flex, Adds 500 Jobs in Oakville Plant
---------------------------------------------------------------
Further building its strength in the rapidly growing crossover
vehicle market, Ford Motor Company disclosed the production launch
of the 2009 Ford Flex at the Ford Oakville Assembly Complex.  The
Oakville plant has increased production and is adding 500 jobs in
an effort to keep up with the demand for its hot-selling
crossovers including the Lincoln MKX, Ford Edge and Ford Flex,
which starts arriving in dealership showrooms this summer.

"We're providing still more evidence that Ford is committed to
delivering more products people want, further building on our
crossover leadership," Mark Fields, Ford's President of The
Americas told more than 1,000 employees, government officials and
Canadian Auto Workers representatives at the launch celebration.  
"Flex drives as good as it looks, and the Oakville team is going
to deliver another high-quality crossover for customers."

Crossover vehicles have been the fastest-growing vehicle segment
in North America this decade.  During the past two years, Ford
crossover growth in North America is the fastest in the industry.
In the U.S., Ford Edge was the best-selling mid-size crossover in
2007 and is to date in 2008.  In Canada, the crossover segment
grew 89% in 2007 versus the previous year, and Ford of Canada sold
more crossovers than any other manufacturer.

Reaction to Ford's newest crossover has been strong, a point
celebrated by attendees of the launch ceremony including hockey
great Wayne Gretzky who emerged from a 2009 Ford Flex.

"The team here at Oakville continues to be at the top of their
game," Mr. Gretzky said.  "By working together, they are building
a great success story."

                  Innovative Virtual Manufacturing

The 2009 Ford Flex, the first Ford product fully developed under
the Global Product Development System, also was among the first
Ford vehicles to fully utilize digital design and manufacturing
technology to ensure high quality at every stage of the vehicle's
development.

By running thousands of engineering checks in the vehicle's
digital pre-assembly phase, the product team dramatically reduced
the number of potential manufacturing concerns, helping ensure
Flex will meet the highest customer expectations in every market
where it's sold.

"We continue to raise the bar on ourselves with standardized
quality-driven processes in all areas of the company – design,
product development, manufacturing and customer service," Joe
Hinrichs, group vice president, Global Manufacturing and Labor
Affairs, said.  "Now Ford's quality is on par with the best in the
industry. Our unrelenting commitment to world-class quality guides
everything we do."

Oakville Assembly Complex is an example of how Ford is moving
toward flexible manufacturing across its North American
operations.  The plant produces two unique vehicle platforms in
its flexible body shop.

Edge, Flex and the Lincoln MKX come down the same assembly line.  
This flexible system means the plant can efficiently adapt to
shifts in consumer demand.

"The news couldn't be better for the Oakville operations," Barry
Engle, Ford of Canada president and CEO, said.  "The products are
selling as fast as we can build them.  We're adding another show-
stopper vehicle, and we're creating new employment."

In 2005, the 5.4 million square-foot (486,000 m2) plant began a
$1 billion conversion to flexible manufacturing, including a
state-of-the-art body assembly facility.  As a flexible plant, OAC
can build multiple models on unique architectures enabling the
plant to change the mix, volume and options of products more
quickly in response to consumer demand – representing a new level
of market-driven manufacturing agility.

Flex combines a unique "box-on-box" design with class-leading
package, delivers fuel economy of 12.6L/100 km in the city and
8.4L/100 km on the highway – or 17/24 mpg, respectively – and
offers other "firsts," including:

   * The latest generation of Ford's successful SYNC technology,
which allows for voice activation of in-car technology as well as
hand-free operation of mobile phones and MP3 players.

   * A compressor-driven refrigerator/freezer, which works some
     30% faster than home fridge/freezers.

   * Multi-panel Vista Roof, which gives each individual in the
     vehicle their own view.

   * A reverse camera system that shows a rear-view image on the
     8-inch screen when Flex is in reverse.

   * Ford's new EasyFuel capless refueling system, which allows
     for clean and simple refueling without a fuel cap.

                     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: Total May 2008 Sales Down 16% at 217,998 Units
----------------------------------------------------------
Total Ford Motor Company sales, including Jaguar, Land Rover, and
Volvo, were 217,998, down 16%.

For the second time in its nine-year history, Ford Focus sales
eclipsed the 30,000-unit milestone in May.

Focus sales totaled 32,579, up 53% compared with a year ago.  
Retail sales to individual customers more than doubled (up 105%).  
The first time was October 2001, when industry sales soared in
response to zero-percent financing.

"Our dealers are selling the Focus at unprecedented turn rates,"
Jim Farley, Ford group vice president, Marketing and
Communications, said.  "In fact, Focus' retail sales were 91% of
beginning inventory, which puts it in the same league as the
industry's best-selling small cars.  This is a strong statement
about customer demand for Ford's newest small car."

Ford is moving to increase Focus availability.  In early April,
Ford announced plans to produce 245,000 Focus units in 2008,
approximately 30% more than in 2007.  Ford now is targeting to
produce 280,000 Focus units in 2009.

Ford Fusion sales were the highest for any month ever (18,088) and
up 27% from a year ago, including a 30% increase to retail
customers.  The Mercury Sable and Milan also posted higher retail
sales.

"Our products and our dealers are getting us back in the car
business," Mr. Farley said.  "Our small and mid-size cars are
outperforming the industry, and we're only just beginning."

Late this year, a redesigned Fusion, Milan and MKZ will go into
production.  Additionally, Fusion and Milan will be offered in new
hybrid versions.

Last week, Ford announced its global B-car, the Ford Fiesta, will
be produced in North America in early 2010.  Two Fiesta models
will be offered - a sedan and a hatchback - helping feed
customers' growing demand for small cars.

In all, Ford, Lincoln and Mercury car sales to retail customers
were up 20%.  Total car sales, including sales to fleet customers,
were up 4% in May.

In May, crossover sales were lower than a year ago but remained at
high levels as sales for the Ford Escape and Edge, Mercury Mariner
and Lincoln MKX were among the highest recorded.  During the past
two years, sales growth for the company's crossovers has outpaced
the industry.

The company's gains in the small and mid-size car market are
helping to mitigate sharp declines among traditional SUVs (down
44%) and trucks and vans (down 29%) as well as lower sales to
daily rental companies (down 30%).

Ford, Lincoln and Mercury sales totaled 206,000, down 16%.

                      North American Production

Today, the company is confirming the production plans it announced
May 22.  The second-quarter production plan is 690,000 units.  The
third-quarter plan is 525,000 units, in the middle of the range
the company announced May 22. The fourth quarter production plan
continues to be in the range of 590,000 to 630,000 units.

                     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.


FORTIUS I: Moody's Cuts Notes Ratings, to Undertake Review
----------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Fortius I Funding, Ltd.:

Class Description: $390,000,000 Class A-1 Floating Rate Notes Due
2041

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

Class Description: $84,000,000 Class A-2 Floating Rate Notes Due
2041

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

Class Description: $57,000,000 Class B Floating Rate Notes Due
2041

  -- Prior Rating: Aa2
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $15,000,000 Class C Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: A2
  -- Current Rating: B1, on review for possible downgrade

Class Description: $30,000,000 Class D Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: Baa2
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class E Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: Ba1
  -- Current Rating: Ca

Class Description: $19,000,000 Preferred shares

  -- 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.


FORWARD MOMENTUM: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Forward Momentum Group, LLC
        2831 11th Street Northwest
        Washington, DC 20001

Bankruptcy Case No.: 08-00324

Chapter 11 Petition Date: May 9, 2008

Court: District of Columbia

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Latif Doman, Esq.
                  Doman Davis LLP
                  1001 Pennsylvania Ave Northwest
                  Suite 600S
                  Washington, DC 20004
                  Tel: (202) 772-6685

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

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


FRANCINE PASSA: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Francine Passa
        1600 Sunny View Way
        Santa Rosa, CA 95401

Bankruptcy Case No.: 08-10889

Chapter 11 Petition Date: May 13, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  (mcfallon@fallonlaw.net)
                  Law Offices of Michael C. Fallon
                  100 East Street, Suite 219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Fax: (707) 546-5775

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 18 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
World Savings & Loan               Real Estate           $933,398
4101 Wiseman Boulevard                                   Secured:
San Antonio, TX 78251                                    $900,000

Wells Fargo Home Mortgage          Real Estate           $597,550
P.O. Box 10335                                           Secured:
Des Moines, IA 50306                                     $450,000

Gabriella Passa                    Real Estate           $108,000
301 Montego Key                                          Secured:
Novato, CA 94949                                         $900,000
                                                     Senior Lien:
                                                         $933,398

Bill Cole                          Personal Loan          $65,000

VISDSNB                            Credit Card            $22,049

Wells Fargo                        Credit Card            $17,105

Joe Piasta                         Legal Fees             $12,800

Citibank USA                       Charge Account          $3,541

                                   Unsecured               $3,523

Sears/CBSD                         Credit Card             $9,127

American Express                   Credit Card             $4,906

Ford Moor Credit Corp.             Vehicle                $31,506
                                                         Secured:
                                                          $25,000

GEMB/JCP PPP                       Check Credit            $3,587

Washington Mutual                  Credit Card             $2,988

HSBC/Best Buy                      Charge Account          $2,947

Brian Lanz                         Legal Fees              $2,352

HSBC/Gotts                         Charge Account          $1,929

Bank of America                    Credit Card             $1,768

DSNB Macy's                        Charge Account          $1,147


FREMONT GENERAL: Unit Completes Sale of $12BB Loan Investment
-------------------------------------------------------------
Fremont General Corporation's subsidiary, Fremont Investment &
Loan, has completed the sale of its remaining mortgage servicing
rights on their $12.2 billion serviced loan portfolio to Litton
Loan Servicing LP as contemplated by the Asset Purchase Agreement
entered into between FIL and Litton on May 7, 2008.

The MSR's sold to Litton included all rights to service mortgage
loans under servicing agreements, including the rights to receive
servicing fees and ancillary income payable to FIL, as servicer,
and the rights and obligations to make, any advances required
pursuant to any servicing agreement, including obligations to
reimburse funds borrowed from any custodial or other accounts
under a servicing agreement, well as certain other rights to
reimbursement.

FIL received approval of the Asset Purchase Agreement from the
California Department of Financial Institutions and a notice of
non-objection of the Federal Deposit Insurance Corporation.

                    About Litton Loan Servicing

Headquartered in Houston, Texas, Litton Loan Servicing LP --
https://www.littonloan.com/ -- is a Delaware limited partnership
and an affiliate of Goldman Sachs & Co. that collects principal
and interest payments on prime and subprime residential mortgages,
including Federal Housing Administration, Veterans Administration,
and manufactured home loans.  The company's loan portfolio
includes approximately 300,000 mortgages worth some $40 billion.  
California, Florida, and Texas are its largest markets.  Litton
Loan Servicing was founded in 1988 by Larry Litton Sr., who
remains president and CEO of the company.

                     About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial         
services holding company  which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2008,
Fitch Ratings downgraded Fremont General Corporation ratings
and removed the negative rating outlook as: (i) long-term issuer
default rating to 'D' from 'CC'; and (ii) individual rating to 'F'
from 'E'.


FRONTIER AIRLINES: Settles Trustee's Objection to Severance Plan
----------------------------------------------------------------
The objection of Diana G. Adams, United States Trustee for
Region 2, to Frontier Airlines Inc.'s request to establish and
implement, a Director and Officer Severance Plan for 65 of their
current employees, has been resolved after Frontier Airlines  
supplied information the U.S. Trustee wanted, the Sacramento
Business Journal reported.

The report added that Frontier provided the information that the
average proposed severance is $14,418 to non-management employees,
and that almost 5,000 of Frontier's employees already have
severance plans.

Ms. Adams had told the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors' proposed severance plan for
their directors and officers "ignored the terms and intent of
Section 503(c)(2) of the Bankruptcy Code", which explicitly govern
severance plans for executives.

According to Ms. Adams, the Debtors misplaced their focus on the
requirements of Section 503(c)(3), which applies only where the
Plan does not provide bonuses or severance for executives, and on
the business judgment standard of Section 363, which does not
apply.

Section 503(c), which was enacted as part of the Bankruptcy
Abuse Prevention and Consumer Protection Act in 2005, (i)
strictly limits bonus and severance payments to insiders, and
(ii) prohibits transfers to insiders outside of the ordinary
course of business unless justified by the facts and
circumstances of the case, the U.S. Trustee explains.

Congress enacted Section 503(c) in response to "perceived abuses
of the bankruptcy system by the directors and officers of giant
companies . . . who lined their own pockets, but left thousands
of employees and retirees out in the cold," Ms. Adams said,
citing In re Nellson Nutraceutical Inc., 369 B.R. 787, 800
(Bankr. D. Del. 2007).

However, a recent amendment to Section 503 limiting compensation
to insiders, "makes it abundantly clear that, to the extent a
proposed transfer falls within Section 503(c)(1) or (c)(2), then
the business judgment rule does not apply, irrespective of
whether a sound business purpose may actually exist," Ms. Adams
added, pointing the Court to In re Dana Corporation, 351 B.R. 96,
100 (Bankr. S.D.N.Y. 2006).

Likewise, she said, the Court may review a compensation plan
under Section 503(c)(3) only if the proposed plan payments are
"not primarily motivated by retention or in the nature of
severance."  Because the Plan is clearly in the nature of
severance, the Court must review the Plan under Section
503(c)(2), Ms. Adams asserted.

Ms. Adams argued that the Severance Plan must be disapproved
because (i) "[the payments contemplated are] not part of a plan
that is generally acceptable to all full-time employees," as
required under Section 503(c)(2)(A); and (ii) does not present
that "the amount of the payment is not greater than 10 times the
amount of mean severance pay given to non-management employees
during the calendar year in which the payment is made" under
Section 503(c)(2)(B).

The Debtors' contention that widespread financial losses,
uncertainty in the airline industry, and cuts in the salaries of
the Debtors' employees, including executives militate against
approval of the Severance Plan, Ms. Adams said.

Ms. Adams maintained that the Debtors failed to:

   -- present a reasonable relationship between the Severance
      Plan and the results the Debtors hope to attain from
      implementing the Plan;

   -- show that the Severance Plan is reasonable in light of the
      Debtors' financial status;

   -- present the fairness of the Severance Plan, with respect to
      the record which establishes that severance programs are
      not available to union employees;

   -- show that the proposed Severance Plan is consistent with
      industry standards, but only due to "the current climate of
      instability;" and

   -- provide information on the decision-making process,
      research and the basis for the conclusions of their
      compensation consultants, Watson Wyatt Worldwide, that the
      Severance Plan for Frontier's executives is warranted.

"The Debtors' financial condition and their future operations
outside of bankruptcy are virtually unknown; hence, the Debtors
must not reduce their cash flow or attempt to enrich their
executives at the expense of other employees," Ms. Adams told
Judge Robert D. Drain.

           Debtors Say Payment Plan Complies with Code

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
told the Court that the Severance Plan is fully compliant with
the cap imposed on severance payments by Section 503(c)(2)(B) of
the Bankruptcy Code.

"While most Covered Employees will receive much less, and many
may even get zero severance due to the newly imposed mitigation
requirement, the Debtors have capped payments under the Severance
Plan at $144,180, which is 10 times the $14,418 average severance
paid by the Debtors to non-insiders to date in 2008, as attested,
inter alia, by Ann Block, senior vice president of People at
Frontier Airlines Holdings, Inc.," Mr. Huebner explained.

Mr. Huebner added that although only 65 employees are covered by
the Severance Plan, the severance is already provided to
Frontier's almost 5,000 non-union employees pursuant to a
severance plan addressed in the Court order entered April 14,
2008, authorizing the Debtors to honor prepetition employee
obligations.

Each union representing approximately 20% of Frontier employees
that are unionized -- including pilots, mechanics, tool room
employees, maintenance cleaners, material specialists and
dispatchers -- has a different but analogous rights that satisfy
the dictates of Section 503(c)(2) of the Bankruptcy Code;
hence, the U.S. Trustee's assertion that the Debtors ignore the
terms and intent of Section 503(c)(2), is patently incorrect,
Mr. Huebner told the Court.

While Ms. Adams asserted that compliance with Section 503(c)(2)
obviates the need for a showing that the Severance Plan is
justified as a sound business judgment, Mr. Huebner said that
Frontier's business model is one that is based on a lean and flat
organizational structure that makes the company uniquely
vulnerable to significant disruptions from even minor management
attrition.

Mr. Huebner noted that the maximum severance of Frontier's chief
executive officer, assuming that there is no mitigation, is
$144,180 -- an amount equivalent to approximately 3% and less
than 5% of the severance payables to the CEOs of United Air Lines
and Northwest Airlines Corporation, which severance programs have
been approved by the Court.

The Severance Plan, which provides severance pay in the amount
of six months, nine months or $144,180 is quite conservative,
says Mr. Huebner.  Moreover, because of the newly imposed
mitigation requirement, many Covered Employees may get much less
than $144,180, and some may get no severance at all, he said.

For these reasons, the Debtors asserted that the Severance Plan
fully complies with, and is authorized by, Sections 503(c)(2)
and (c)(3) of the Bankruptcy Code.

                      About Frontier Airlines

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

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

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

(Frontier Airlines Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Court Okays Director & Officer Severance Plan
----------------------------------------------------------------
Frontier Airlines Holdings, Inc. and its debtor-affiliates won
permission from the U.S. Bankruptcy Court for the Southern of New
York to implement a Director and Officer Severance Plan for their
directors, senior directors, vice-presidents and other executives,
various reports say.

As reported by the Troubled Company Reporter on May 21, 2008,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
said "[p]ayments under the Severance Plan are capped at $144,1805
despite the fact that this results in senior executives having as
little as 5 months severance (a fraction of what is typical).  
Moreover, because of the Severance Plan's new mitigation
provisions, even the most senior executive, if severed, will
likely receive substantially less than $144,180."

Participation in the Severance Plan is limited to regular, full-
time employees of the Debtors who are at the director level or
above:

                                         No. of        Severance
  Group         Description              Participants  Pay
  -----         -----------              ------------ ----------
    A       Frontier president, CEO, all      6       US$144,180
            executive vice presidents and            for five to
            senior vice presidents, vice               10 months
            president and general counsel

    B       all other Frontier vice          10        9 months
            presidents and Lynx officers

    C       Frontier and Lynx directors      49        6 months
            and senior directors

The Severance Plan offers benefits including (i) travel
privileges provided by Frontier to similarly situated active
employees; and (ii) assistance with applicable medical, dental
and vision care benefit covered by the Debtors' COBRA Plan.

The Severance Plan is available solely in the event of the
Covered Employee's qualifying termination of employment:

   (a) A Covered Employee will be eligible to receive benefits
       under the Severance Plan only if his or her employment is
       terminated without Cause or following a change in
       control, as defined in the Severance Plan, or for good
       reason, including (i) material reduction in the
       employee's base salary; (ii) material diminution of the
       employee's position, responsibilities or duties; or (iii)
       relocation of the employee's work location more than 50
       miles from its current location;

   (b) A Covered Employee will not be eligible to participate in
       the Severance Plan unless he or she waives all rights
       under any other severance arrangement to which the
       employee may be a party as of the effective date of the
       Severance Plan, including, but not limited to, rights
       under a prepetition offer letter, if applicable.

   (c) Following a qualifying termination event, a Covered
       Employee will receive a severance payment that varies
       according to salary and employment level;

   (d) Cash severance will be paid in installments -- as
       salary continuation rather than as a lump-sum payment;

   (e) All severance will be subject to a mitigation requirement
       in the event the severed employee finds new employment,
       which commences in the ninth week for Group A employees;

   (f) Following a qualifying termination event, a Covered
       Employee may continue any applicable medical, dental
       or vision care benefit covered by COBRA.

   (g) A Covered Employee's receipt of Severance will be subject
       to the Employee's continuing compliance with the
       Severance Plan's confidentiality and non-solicitation
       provisions; and

   (h) To the extent necessary to avoid the imposition of taxes,
       interest and penalties required by Section 409A of the
       Internal Revenue Code, any payment or benefit to which a        
       Covered Employee is eligible under the Severance Plan,
       will be adjusted to comply with Section 409A, while
       maintaining the intent of the Severance Plan.

A full-text copy of the Severance Plan is available for free at:
http://bankrupt.com/misc/FAH_SeverancePlan.pdf

The Debtors believe the cost of the Severance Plan is modest.
In a statement filed with with the Court, Watson Wyatt senior
consultant Nick Bubnovich said that absent mass terminations,
the Severance Plan will likely cost well under US$1,500,000 in
the aggregate, for all 65 Covered Employees.  Even assuming mass
terminations, he said, mitigation requirements would likely
cause the actual cost to be between US$2,200,000 to US$2,700,00,
assuming mitigation of 40-50%.

Mr. Bubnovich believes that the Severance Plan will act as a
necessary reassurance for Frontier's employees and an important
barrier against unwanted attrition.

"[Absent the Severance Plan,] Frontier's stakeholder value will
be negatively impacted by distracted employees who may feel they
have no choice but to consider other options and further
attrition that Frontier's operations cannot afford,"
Mr. Bubnovich said.

The Severance Plan's provisions were intended to preserve
liquidity for Frontier, he said.

                   About Frontier Airlines Inc.

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

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

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.   
The Debtors have until Aug. 8, 2008, to exclusively file a chapter
11 plan.  (Frontier Airlines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


GARZA RIVERA: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Garza Rivera Welding Co. LP
        P.O. Box 60643
        Midland, TX 79711

Bankruptcy Case No.: 08-70118

Chapter 11 Petition Date: June 2, 2008

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Neal R. Allen, Esq.
                  3108 North Big Spring #105
                  Midland, TX 79705
                  Tel: (432) 685-3078
                  Fax: (432) 685-3066
                  e-mail: neal@mbl-allen.com

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

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

A copy of the Debtor's petition and a list of its 12 largest
unsecured creditors with claims less than $100,000 are available
for free at http://bankrupt.com/misc/twb08-70118.pdf


GENERAL MOTORS: May 2008 Sales Down 30% Due to American Axle Stike
------------------------------------------------------------------
General Motors Corp. dealers in the United States delivered
272,363 vehicles in May.  The sales increase in fuel efficient
cars and crossover vehicles could not make up for soft truck
demand and a decline in fleet deliveries impacted by the American
Axle strike.  Approximately 15-18,000 sales were lost in May, or
will be retimed, due to various work stoppages including the
American Axle & Manufacturing Holdings Inc. strike.  Compared with
a strong May 2007, total sales were down 30% (28% unadjusted).  
Truck sales declined 39%.

Dealer inventories were at their lowest level since August 2005
with about 772,000 vehicles in stock, down about 219,000 vehicles
compared with last May, and down more than 136,000 vehicles
compared with December 2007.

"We are very pleased with our performance in many critical car and
crossover products as consumer preferences continue to shift
toward these vehicles," Mark LaNeve, vice president, GM North
America Vehicle Sales, Service and Marketing, said.  "Our
challenge in May was having enough vehicles available to sell.  We
would have posted even stronger sales of the Chevrolet Malibu,
Impala, HHR, and Cobalt, Cadillac CTS, Pontiac Vibe and crossovers
Buick Enclave, GMC Acadia and Saturn Outlook if product
availability were better."

"Obviously, most trucks segments were weak across the industry -
and we were no exception," Mr. LaNeve added.  "Today's production
adjustment announcement at the annual GM shareholders meeting
shows that we are intent on increasing car and crossover
production and leveraging our competitive position for the
economic recovery while acknowledging the impact of a challenging
economic environment on truck sales."

Chevrolet Malibu total sales were up 34% with retail sales up
103%, Aveo sales were up 39% total and 22% retail, and Cobalt
sales were up 15% total and 1% retail and HHR was up 24% total and
33% retail.  Pontiac Vibe total sales were up 65% and retail sales
were up 36% compared with May 2007.  Saturn Aura was up 5% retail,
and the Astra saw increasing sales with nearly 1,100 vehicles
sold.  In the luxury car segment, the award-winning Cadillac CTS
saw total sales increase 11% with an impressive retail increase of
18% compared with the same month a year ago.

GM's popular crossover Buick Enclave, GMC Acadia and Saturn
Outlook together accounted for more than 12,000 vehicle sales in
the month.  There were 6,600 Acadia, 2,900 Enclave and 2,500
Outlook total sales.

"We see the mix shift as a tremendous opportunity for GM," Mr.
LaNeve added.  "We have a full lineup of vehicles - including five
hybrid models -- that provide industry-leading value, great fuel
economy and the best warranty coverage of any full-line
automaker."

                      Certified Used Vehicles

May 2008 sales for all certified GM brands, including GM Certified
Used Vehicles, Cadillac Certified Pre-Owned Vehicles, Saturn
Certified Pre-Owned Vehicles, Saab Certified Pre-Owned Vehicles,
and HUMMER Certified Pre-Owned Vehicles, were 46,574 vehicles, up
1.5% from May 2007. Year-to-date sales are 214,686 vehicles, down
nearly 6% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted May sales of 40,393 vehicles, a slight increase over
a strong May 2007 sales performance.  Cadillac Certified Pre-Owned
Vehicles sold 3,707 vehicles, up 20%.  Saturn Certified Pre-Owned
Vehicles sold 1,432 vehicles, down 11%.  Saab Certified Pre-Owned
Vehicles sold 851 vehicles, up 7%, and HUMMER Certified Pre-Owned
Vehicles sold 191 vehicles, up 127%.

"GM Certified Used Vehicles posted its strongest monthly sales
performance this year, with sales up for the fifth consecutive
month, while Cadillac, Saab and HUMMER Certified Pre-Owned
Vehicles also posted solid gains," Mr. LaNeve said.  "In a
challenging economic environment, we're encouraged to see more
consumers opting for the quality, value and peace-of-mind
assurances that come with the purchase of a certified GM vehicle."

               May 2008 Production in North America

In May, GM North America produced 248,000 vehicles (118,000 cars
and 130,000 trucks).  This is down 153,000 vehicles or 38%
compared with May 2007 when the region produced 401,000 vehicles
(139,000 cars and 262,000 trucks).  (Production totals include
joint venture production of 17,000 vehicles in May 2008 and 18,000
vehicles in May 2007.)

Approximately 100,000 units of production, including between 15-
18,000 potential fleet sales, were lost in May due to the American
Axle work stoppage.  Since the dispute began last February,
approximately 330,000 units of production were lost.  
Approximately 33,000 additional units of production were lost due
to other local work stoppages.  GMNA has revised its forecast for
2008 second-quarter production to 835,000 vehicles, down 115,000
units from the prior forecast to reflect May production losses
caused primarily by the American Axle strike.  As of June 3, all
GM plants impacted by the strike have returned to production.

Additionally, GM North America's initial 2008 third-quarter
production forecast is set at 1.055 million vehicles (441,000 cars
and 614,000 trucks), up 35,000 vehicles or 3% from third-quarter
2007 actuals.  GM North America built 1.020 million vehicles
(367,000 cars and 653,000 trucks) in the third-quarter of 2007.

                           About GM

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

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

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


GENERAL MOTORS: Economic Challenges Spur Plans to Shutter 4 Plants
------------------------------------------------------------------
General Motors Corp. disclosed a range of strategic initiatives to
aggressively respond to growing demand for fuel-efficient vehicles
and to economic and market challenges in North America.  Rick
Wagoner, GM chairman and CEO, made the announcements as part of
the GM annual meeting of stockholders.

Major initiatives announced by Mr. Wagoner include:

   * A new global compact car program for Chevrolet, a next
     generation for the popular Chevy Aveo, and a high efficiency
     engine module for the U.S. market.

   * Funding for production of the Chevy Volt extended-range
     electric vehicle.

   * Addition of third shifts to Lordstown and Orion, which build
     hot-selling Chevy and Pontiac cars.

   * Cessation of production at four plants that build pickups,
     SUVs and medium-duty trucks.

   * A strategic review of the Hummer brand.

"From the start of our North American turnaround plan in 2005,
I've said that our goal is not just to return GM to profitability,
but to structure GM globally for sustained profitability and
growth," Mr. Wagoner said.  "Since the first of this year,
however, U.S. economic and market conditions have become
significantly more difficult.  Higher gasoline prices are changing
consumer behavior, and they are significantly affecting the U.S.
auto industry sales mix."

In North America, GM has been moving rapidly and successfully to
revitalize its car lineup and grow its crossover business.  New GM
cars and crossovers, including the Cadillac CTS, Chevy Malibu,
Pontiac Vibe and Buick Enclave, have been selling strongly, and GM
intends to build on this success.  In fact, 18 of the next 19 new
GM products for the U.S. will be cars or crossovers.

Additional operational and strategic actions will be required to
position GM for sustainable profitability and growth.  These
initiatives fall into three broad areas: product and technology,
manufacturing facilities and capacity, and the Hummer brand.

                New Chevrolet Models Approved

To further strengthen GM's lineup of fuel-efficient cars, the GM
board has approved a next-generation compact Chevy for the U.S.
and global markets, a next generation of the popular Chevy Aveo,
and a U.S. production module of GM's 1.4-liter turbocharged four-
cylinder engine.

The new Chevy compact will be better equipped than today's compact
cars, and will be designed to set quality and safety benchmarks
for the compact class.  Production will begin in mid-2010 at GM's
Lordstown, Ohio, plant, subject to final negotiations with state
and local authorities.

"This car will represent the first U.S. application of our global
architecture strategy," Mr. Wagoner said.  "This strategy will pay
major dividends as we leverage our extensive car product
development capability in Europe, Korea, and other locations to
accelerate the shift in our U.S. product portfolio."

The next-generation compact will be pure Chevrolet in design, and
will feature the 1.4-liter turbocharged version of GM's global
four-cylinder engine.  With this engine and a manual transmission,
the new Chevy is expected to achieve a 9 mpg improvement over
Chevy's current entry in this segment.  The engine will be
produced in Flint, Michigan, again subject to final negotiations
with state and local authorities.

Also recently approved was a next generation of the popular Chevy
Aveo.  Based on a global architecture, the Aveo is also expected
to have segment-leading fuel economy when it goes on sale in the
U.S. market in the second half of 2010.

These new Chevy models will help build on GM's leadership in fuel
efficient vehicles.  For example, GM continues to offer more
vehicles with a 30-mpg or better highway fuel economy rating than
any competitor.

                      Chevy Volt is a Go

The Chevy Volt took a major step toward the showroom with formal
approval by the GM board of funding for production of the
extended-range electric vehicle.  This approval, which includes
funding for production development and tooling, indicates that GM
leadership believes that the technology for the Volt, including
its lithium-ion batteries, will be ready for volume production on
schedule.

"The Chevy Volt is a go," Mr. Wagoner said.  "We believe this is
the biggest step yet in our industry's move away from our
historic, virtually complete reliance on petroleum to power
vehicles.  We intend to show a production version of the Chevy
Volt publicly in the very near future, and we remain focused on
our target of getting the Volt into Chevrolet showrooms by the end
of 2010."

Preliminary plans are to produce the Volt at GM's Detroit-
Hamtramck Assembly Center, subject to successful discussions with
state and local governments.

            Capacity Adjustments Address Market Shifts

GM will react to the shift in the U.S. market by increasing
production of small and midsize cars and reducing production of
pickups and truck-based SUVs.

GM will add a third shift in September to the Orion Assembly
Center in Michigan, which builds the hot-selling Chevy Malibu and
Pontiac G6.  Also in September, the company plans to add a third
shift at Lordstown Car Assembly in Ohio, which builds the Chevy
Cobalt and Pontiac G5.

On the other side of the mix equation, market-related declines in
truck sales mean that, over time, GM will cease production at four
truck plants.

Oshawa Truck Assembly in Canada, which builds the Chevy Silverado
and GMC Sierra, will likely cease production in 2009, while
Moraine, Ohio, which builds the Chevy TrailBlazer, GMC Envoy and
Saab 9-7x, will end production at the end of the 2010 model run,
or sooner, if demand dictates.  Janesville, Wisconsin, will cease
production of medium-duty trucks by the end of 2009, and of the
Tahoe, Suburban and Yukon in 2010, or sooner, if market demand
dictates.  Chevrolet Kodiak medium-duty truck production will also
end in Toluca, Mexico, by the end of this year.

GM expects that these actions, along with the recent announcement
to remove shifts at two other U.S. truck plants (Pontiac and
Flint, Michigan), will result in an additional GM North America
structural cost savings of more than $1 billion, on a running rate
basis, by 2010.  This is on top of the approximately $5 billion
running rate reduction by 2011 that we announced earlier this
year, and also in addition to the $9 billion reduction
accomplished over the 2006-07 period in North America.

GM will work closely with its union partners to mitigate the
impact of these difficult actions, which are made necessary by
long-term changes in consumer demand for trucks and SUVs.

               Strategic Assessment for Hummer Brand

Finally, GM is undertaking a strategic review of the Hummer brand
to determine its fit within the GM portfolio.  At this point, the
company is considering all options, from a complete revamp of the
product lineup to a partial or complete sale of the brand.

                       Moving Forward

"We are making a number of important announcements today, covering
everything from product and technology investments to capacity
adjustments to a strategic review of our Hummer brand," Mr.
Wagoner said.  "These moves are all in response to the rapid rise
n oil prices and the resulting changes in the U.S., changes that
we believe are more structural than cyclical.

"While some of the actions, especially the capacity reductions,
are very difficult, they are necessary to adjust to changing
market and economic conditions and to keep GM's U.S. turnaround on
track and moving forward."

                    About General Motors

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

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

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


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

Consequently, despite ongoing cost reductions, including the plant
closures announced today, GM's challenge remains managing its
liquidity during 2008 and 2009 in the face of lower U.S. light-
vehicle sales and the dramatic and accelerated shift away from
light trucks.  Currently, S&P view GM's liquidity as adequate.


GENITOPE CORP: Continues to Grapple With Liquidity Woes
-------------------------------------------------------
Genitope Corporation, a development-stage enterprise, said in a
regulatory filing with the Securities and Exchange Commission it
is currently in initial settlement discussions with its landlord
to reach a settlement in connection with its remaining obligations
under its lease agreements outside the protection of federal
bankruptcy laws.

If the company is unable to settle its obligations to the landlord
and other creditors, or if it is unable to obtain financing to
support continued satisfaction of its lease and other debt
obligations, the company said it would likely be in default under
the lease and credit agreements and would likely need to seek
protection under the provisions of the U.S. Bankruptcy Code.  In
that event, the company said it may seek to reorganize the
business, or a trustee may be appointed by the court to liquidate
its assets.

Genitope entered into agreements in May 2005 for the lease of
roughly 220,000 square feet of space located in two buildings in
Fremont, California, for its manufacturing facility and corporate
headquarters.  There are currently 12.5 years remaining on the
lease with a total cash rental obligation of $100,400,000 as of
March 31, 2008.

Genitope is in the process of determining whether or when to
vacate the buildings.  The company acknowledges that in the event
it vacates both buildings, it will have continuing obligations
under the lease agreements that it may be unable to satisfy.

The company has satisfied its rent and related obligations under
the lease agreements through the end of April 2008.  In May 2008,
it received a notice of default from the landlord for non-payment
of amounts due for May.

Genitope said in the regulatory filing that it has not generated
any revenues, and it continues to finance research through private
placements of common and preferred stock and public offerings of
common stock, including its most recent underwritten public
offerings in May 2007 and subsequent shelf take-down in October
2007, its line-of-credit facilities, and interest income earned
from our cash and cash equivalents and marketable securities.

Genitope said it continues to incur significant losses since its
inception in 1996, as it has previously devoted substantially all
of its efforts to research and development activities, including
clinical trials.  As of March 31, 2008, the company had an
accumulated deficit of $313.5 million and cash, cash equivalents
and marketable securities of $13.4 million, including $1.0 million
of cash and marketable securities which is restricted as to its
use under the lease arrangement.

                     Default Under GECC Loan

Genitope is a party to an October 31, 2006 loan and security
agreement with General Electric Capital Corporation, under which
GECC agreed to extend a line of credit for the purchase of
computer, laboratory and manufacturing equipment.  Genitope agreed
to provide 25% of the funded loan amount as a cash security
deposit.  As of March 31, 2008, due to a default of the loan
covenants, the entire outstanding balance of $3.5 million has been
recorded as the current portion due under the credit line.  
Genitope said the borrowings are secured by the equipment
purchased and repaid over 36 months.  On April 14, 2008, Genitope
received a notice of acceleration and demand for payment pursuant
to the Master Security Agreement and those certain promissory
notes and related security deposit pledge agreements.  The notice
advised the company that it was in default of its obligations to
make installment payments due under the promissory notes on April
1, 2008 and declared the acceleration of all of its indebtedness
to GECC.  Genitope has not paid any amounts accelerated under the
agreements and are currently in discussions with GECC regarding
payment, settlement of amounts due, and penalties for non-payment.

Genitope said it has capital resources sufficient to support
operations through approximately June 2008.  The company is
unlikely to be able to raise sufficient funds to continue existing
operations beyond that time, particularly in light of its
obligations under its lease agreements.

                    Workforce Reducation Plan

To conserve cash, the company has implemented a plan for a
substantial reduction of its workforce.  It is also evaluating
alternatives with respect to the sale of equipment and other non-
critical assets.  In addition, it is pursuing strategic
alternatives for its monoclonal antibody and MyVax programs,
including potentially through a spin-off or sale to a separately
funded entity or entities.

On March 14, 2008, the company provided a notice under the federal
Worker Adjustment and Retraining Notification Act to 165 employees
that it planned to conduct a "mass layoff" at its facility in
Fremont and that their employment was expected to end on May 13,
2008.  On March 27, 2008 and March 31, 2008, the company provided
WARN notices to eight of its nine executive officers, excluding
only Dan W. Denney, Jr., its Chief Executive Officer, that their
employment was expected to end on May 26, 2008 and May 30, 2008.

The company established a Performance Incentive Plan designed to
provide incentives to participants in the Plan to remain employed
with the company on a short-term basis and to achieve targeted
business objectives critical to the preservation and maximization
of the Company's value.  All executive officers, other than Dan W.
Denney, Jr., the President, Chief Executive Officer and interim
Chief Financial Officer, are eligible to participate in the Plan.  
Under the Plan, each executive officer received a set of written
performance objectives to be achieved by that executive officer
during the WARN notice period.

On April 25, 2008, the company provided WARN notices to all
remaining employees, except for Dan W. Denney, Jr., Ph.D., that
their employment is expected to end by July 1, 2008.

Based in Fremont, California, Genitope focuses on the research and
development of novel immunotherapies for the treatment of cancer.  
Until it suspended its development in March 2008, the company's
lead product candidate was MyVax personalized immunotherapy.  The
company has also been developing a panel of monoclonal antibodies
that potentially represents an additional novel, personalized
approach for treating Non-Hodgkin's Lymphoma.


GLACIER FUNDING: Moody's Cuts Notes Ratings, to Undertake Review
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Glacier
Funding CDO V, Ltd.:

Class Description: $200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $122,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $46,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $44,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $15,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Caa3, 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.


GLOBAL MOTORSPORT: Wants Plan Filing Deadline Extended Sept. 29
---------------------------------------------------------------
Global Motorsport Group Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

   i) file a Chapter 11 plan until Sept. 29, 2008, and

  ii) solicit acceptances of that plan through and including
      Nov. 27, 2008.

The Debtors remind the Court that they have completed on March 7,
2008, the sale of their assets including the assumption and
assignment of certain executory contracts and leases to Dae-Il
USA Inc pursuant to an asset purchase agreement entered between
the Debtors and Dae-Il.  Under the agreement, Dae-Il has until
Sept. 3, 2008, to designated any held contracts that it intends to
keep.

As reported in the Troubled Company Reporter on March 12, 2008,
the Court authorized the Debtors to sell all their assets to
Dae-II for $16 million.

The Debtors say that they need more time to negotiate with their
creditors an acceptable Chapter 11 plan and Disclosure Statement
explaining that plan.  The extension will able the Debtors to
review and evaluate claims filed by creditors against the Debtors.

The Court will convene a hearing on June 25, 2008, at 1:30 p.m.,
to consider the Debtors' request.  Objections, if any, are due
June 18, 2008, at 4:00 p.m.

                      About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.  The U.S. Trustee
for Region 3 has yet to appoint creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  Bayard P.A.
represents the Committee in these cases.  When the Debtors filed
for protection against their creditors, it listed assets between
$50 Million to $100 Million and debts between $100 Million to
$500 Million.


GLOBAL REALTY: Posts $780,519 Net Loss in 2008 First Quarter
------------------------------------------------------------
Global Realty Development Corp. reported a net loss of $780,519
for the first quarter ended March 31, 2008, compared with a net
loss of $1,371,660 in the same period in 2007.

The company generated zero revenues in both periods.  This is
primarily due to the discontinuance of the company's real estate
development operations.

At March 31, 2008, the company's consolidated balance sheet showed
$6,355,444 in total assets, $5,163,237 in total liabilities, and  
$1,192,207 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?2d48

                       Going Concern Doubt

Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about Global Realty Development 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 incurred net losses of
$15,984,242 and $6,893,742 in 2007 and 2006, respectively, and had
an accumulated deficit of $38,275,415 at Dec. 31, 2007.

The company has an accumulated deficit of $39,055,934 at March 31,
2008.     

                       About Global Realty

Headquartered in Coral Springs, Fla., Global Realty Development
Corp. (OTC BB: GRLY) -- http://www.grdcorporation.com/-- is  
presently developing plans to establish business interests in  
pachinko businesses in Japan.  Pachinko is closely related to slot
machines and estimated to be a $250 billion industry in Japan.

The company to date has been primarily a commercial and
residential land development company with properties located in
Australia.  The company, however, sold all of its real estate
companies in December 2007.


GMAC LLC: Subsidiary Outlines Initiatives to Stabilize Liquidity
----------------------------------------------------------------
GMAC Financial Services and its wholly-owned mortgage subsidiary,
Residential Capital LLC, have outlined a series of initiatives
aimed at stabilizing the liquidity position of the mortgage unit
and pursuing sufficient funding to operate the business to comply
with covenants in its finance agreements.  The initiatives include
extending near-term debt maturities, refinancing credit
facilities, extending new facilities and the sale of assets.

GMAC and ResCap have been working with their banking partners on
plans to refinance various credit lines at both companies.  The
companies are currently in the process of finalizing the credit
facilities and expect to announce details shortly.

In May, ResCap launched private debt tender and exchange offers to
extend near-term maturities and provide financial flexibility.  
Interim results of the exchange were announced on May 21, 2008 and
reflected approximately 80% of notes tendered maturing 2008 - 2009
and approximately 63% of notes tendered maturing 2010 - 2015.  In
addition, GMAC disclosed that it is in negotiations to provide
ResCap with a new $3.5 billion senior secured credit facility.

Moreover, GMAC and ResCap have reached an agreement for GMAC to
contribute to ResCap approximately $250 million principal amount
of ResCap's Floating Rate Notes due June 2008, in exchange for
additional ResCap preferred units, which are exchangeable at
GMAC's option at any time after Jan. 1, 2009, subject to certain
conditions, into preferred units of IB Finance Holdings, LLC, the
owner of GMAC Bank.  GMAC also tendered approximately $93 million
principal amount of ResCap's 8.125% Notes due 2008, in exchange
for new notes.

As previously disclosed, in order to satisfy its liquidity needs
and comply with anticipated covenants to be included in new debt
agreements requiring maintenance of minimum cash balances, ResCap
believed it was required to consummate in the near term certain
asset sales or other capital generating actions over and above its
normal mortgage finance activities and previously budgeted asset
sales to provide additional cash of approximately $600 million by
June 30, 2008.

In addition to such amount, ResCap now estimates that it may
require additional cash of up to approximately $1.4 billion to
meet its near term liquidity needs based upon internal cash
forecasts targeting sufficient cash surpluses and to satisfy its
anticipated cash covenants.  The additional cash requirement is
primarily the result of the inability to consummate certain asset
sales, due to adverse conditions, aggregating approximately $1.3
billion, which were previously included in its liquidity forecast
and expected to be completed by June 30, as well as other factors
(including the adverse movement of hedge collateral, decreases in
advance rates under certain of our bilateral facilities and fees
in connection with the amendment and extension of our bilateral
facilities).  There can be no assurance that ResCap's liquidity
needs will not be greater or less than currently anticipated as a
result of additional factors and events.  If liquidity needs are
greater, ResCap may be unable to independently satisfy its near-
term liquidity requirements.

Due to these increased near-term liquidity needs, and as part of
its refinancing activities, ResCap has reached agreements in
principle with GMAC LLC or its designee(s) and Cerberus Capital
Management, L.P. or its designee(s) to undertake the transactions
in order to satisfy such liquidity needs, as well as provide
additional cushion.

   (a) GMAC has agreed to acquire 100% of ResCap's resort finance
       business, including its subsidiary, RFC Resort Funding,
       LLC, for a cash purchase price equal to the fair market
       value of the business.  The Resort Finance business is not
       part of the primary collateral securing the proposed senior
       secured credit facility with GMAC or the notes being
       offered in ResCap's private exchange offers.  The initial
       purchase price will be equal to 90% of the net book value
       of the Resort Finance business at closing, less outstanding
       indebtedness under both the related GMAC secured credit
       facility and a third-party credit facility funding the
       Resort Finance business as of such date.  On June 3, 2008,
       ResCap will receive an initial deposit of $250 million,
       representing approximately 73.5% of the net book value of
       the Resort Finance business.  The fair market value of the
       Resort Finance business will be determined by one or more     
       independent, third-party valuations.  If the fair value is
       independently determined to be greater or less than the net
       book value of the business, GMAC and ResCap will promptly
       settle the difference between such amounts.  As of April
       30, 2008, the net book value of the Resort Finance business
       was $1,445 million; and, as of May 30, 2008, outstanding
       indebtedness under the GMAC secured credit facility was
       $730 million and outstanding indebtedness under the third-
       party credit facility was $375 million.  The purchase
       agreement will contain representations, covenants and
       indemnities that are customary for similar types of
       transactions and consummation of the purchase of the Resort
       Finance business is subject to customary closing
       conditions.  This transaction is expected to close within
       15 business days following the date ResCap receives the
       initial deposit of $250 million.

   (b) RFC and GMAC Commercial Finance, LLC have agreed to enter
       into a Receivables Factoring Facility, pursuant to which
       certain receivables due from mortgagors with respect to
       which RFC has made servicing advances will be purchased
by        
       GMAC CF from RFC on a non-recourse basis, excluding
       collection services.  The servicing advances are part of
       the primary collateral securing the proposed senior
secured        
       credit facility with GMAC and the new notes being offered
       in ResCap's private exchange offers, and the proceeds from
       the Receivables Facility would be reinvested in additional
       servicing advances that would be primary collateral.  The
       maximum aggregate amount of receivables to be purchased
       pursuant to the Receivables Facility will be equal to the
       lesser of (1) $600 million and (2) the aggregate amount of
       eligible receivables less a commercially reasonable
       discount rate and reserves.  The Receivables Facility will
       mature one year from closing, subject to early termination
       for customary events of default.  The Receivables Facility
       contains representations, covenants and indemnities that
       are customary in similar facilities and is subject to
       customary closing conditions.  This transaction is expected
       to close no later than June 15, 2008, and $500 million of
       receivables is expected to be sold in June 2008.

   (c) Cerberus has committed to purchase certain assets of ResCap
       with a carrying value of approximately $475 million for
       consideration consisting of $225 million in cash and a
       Series B junior preferred membership interest in a newly-
       formed entity, which will not be a subsidiary of ResCap and
       the managing member of which will be an affiliate of        
       Cerberus.  Newco would purchase from ResCap model home
       assets of each of GMAC Model Home Finance, LLC, KBOne, LLC,
       LENOne, LLC, GMCMTH, LLC and WPSHOne, LLC through an
       acquisition of the equity of such entities and, if any such
       assets are not reasonably acceptable to Cerberus, such
       other assets as may be mutually acceptable.  To the extent
       that the Subject Assets include model home assets, such
       assets are part of primary collateral securing the proposed
       senior secured credit facility with GMAC and the new notes
       being offered in ResCap's private exchange offers, but the
       proceeds of which are subject to certain exceptions from
       the asset sale covenant under the proposed indentures
       governing the new notes.  If the Subject Assets are primary
       collateral, then, subject to the exceptions from the asset
       sale covenant, the sale proceeds would be applied in
       compliance with such indentures.

       For purposes of financing Newco's purchase of the Subject        
       Assets, Cerberus will enter into a term loan with Newco in
       a principal amount equal to the Cash Amount.  The term loan
       would bear interest at a rate of 15% per annum and would
       compound quarterly to the extent not paid in cash.  The
       term loan would mature on June 30, 2013 and be secured by
a        
       pledge of all of the assets of Newco.

       Cerberus will receive all of the Series A preferred
       membership interests of Newco in an aggregate amount equal
       to $10,000, plus all amounts contributed to Newco by
       Cerberus following the closing to fund expenses associated
       with the Subject Assets and their disposition.  The Series
       A senior preferred membership interests would be entitled
       to a preferred return equal to the difference between (I)
       the greater of (x) 20% of the Cash Amount and (y) a 20% per
       annum return on the aggregate amount of the initial $10,000
       investment, the Cash Amount and any additional capital
       contributions by Cerberus to Newco, compounded annually,
       and (II) the interest paid on the term loan.  Cerberus
       would also receive all of the common membership interests
       of Newco.

       The Series B junior preferred membership interest will be
       issued to ResCap with a liquidation preference equal to the
       difference (but not greater than $250 million) between the
       net book value at closing of the Subject Assets, as set
       forth in the books of ResCap, and the Cash Amount, which
       liquidation preference would increase by a preferred
return        
       of 20% per annum, compounded annually.  After payment in
       full of the term loan, the holders of the Series A senior
       preferred membership interests will be entitled to receive
       all distributions from Newco (whether from interest or
       principal payments, sale of assets or upon liquidation)
       prior to any distributions on the Series B junior preferred
       membership interests or any other membership interests.  
       Following payment of the return of the Series A senior
       preferred membership interests, ResCap would be entitled to
       receive full payment of the liquidation preference of the
       Series B junior preferred membership interests and then
       Cerberus, as holder of the common membership interests,
       would be entitled to receive any remaining surplus.

       ResCap will pledge all of the Series B junior preferred
       membership interests to secure the proposed senior secured
       credit facility with GMAC and the new notes being offered
       in ResCap's private exchange offers.

       Newco will be committed to effectuate the orderly sale of
       the Subject Assets in arms-length transactions through the
       retention of nationally recognized brokers.  The Subject
       Assets would be sold through an auction process or such
       other process as recommended by such brokers, and all sales
       of the Subject Assets would be subject to the approval of
       Newco's managing member.

       Cerberus' commitment is subject to customary closing
       conditions, including the consummation of ResCap's private
       debt tender and exchange offers.  This transaction is
       expected to close by June 5, 2008.

   (d) Cerberus has committed to purchase certain assets of ResCap
       at ResCap's option consisting of performing and non-
       performing mortgage loans and mortgage-backed securities
       for net cash proceeds of $300 million.  ResCap will
       commence identifying the assets proposed to be sold to
       Cerberus.  If Cerberus disputes that the fair market value
       of such identified assets is at least $300 million, ResCap
       may designate additional performing and non-performing
       mortgage loans and mortgage-backed securities for sale to
       Cerberus.  If requested by ResCap within 10 days following
       the sale of such assets to Cerberus, Cerberus would then
       sell such assets pursuant to an auction process, which in
       ResCap's discretion may be on an "As Is, Where Is" basis,
       and the auction sale of such assets will be consummated
       within 30 days following the asset sale to Cerberus.  To
       the extent that such assets are sold pursuant to such
       auction process for more than $300 million in net cash
       proceeds, Cerberus will make an equity contribution to
       ResCap of the excess amount, less the costs and expenses
       and net of taxes, if any, incurred by Cerberus in
       connection with such auction sale.  Cerberus' commitment is
       subject to customary conditions, including the receipt by        
       ResCap of a fairness opinion from a nationally recognized
       investment banking, accounting or appraisal firm.

In addition, ResCap intends, but is not obligated, to undertake an
orderly sale of certain assets of ResCap consisting of performing
and non-performing mortgage loans and mortgage-backed securities
in arms-length transactions through the retention of nationally
recognized brokers.  Cerberus has committed to make firm bids to
purchase the Auction Assets for net cash proceeds of $650 million.  
ResCap will commence identifying the Auction Assets.  If Cerberus
disputes that the fair market value of such identified assets is
at least $650 million, ResCap may designate additional performing
and non-performing mortgage loans and mortgage-backed securities
as Auction Assets.  The Auction Assets would be sold pursuant to
an auction process on an "As Is, Where Is" basis and such auction
process would be conducted in such manner as recommended by such
brokers.  If ResCap elects to undertake auction sales of the
Auction Assets, ResCap will conduct an auction on or prior to July
31, 2008 for certain of the Auction Assets and another auction on
or prior to Aug. 31, 2008 for the remaining Auction Assets.  
Cerberus' commitment is subject to customary conditions, including
the consummation of the sale of the Auction Assets on or prior to
Aug. 31, 2008.

ResCap has no obligation to undertake either of the "As Is, Where
Is" auctions.  The assets subject to such auction sales may or may
not be primary collateral securing the proposed senior secured
credit facility with GMAC and the new notes being offered in
ResCap's private exchange offers.  To the extent that such assets
are primary collateral, the proceeds from the sale of such assets
would then be applied in compliance with the proposed indentures
governing the new notes.

ResCap believes that each of the transactions complies with the
proposed indentures governing the new notes being offered in
ResCap's private exchange offers as if such indentures were in
effect and governing such transactions.  The consummation of each
of the transactions is subject to a number of conditions;
accordingly, there is no assurance that all of the transactions
will be consummated or that they will be consummated within the
timeframes.

                     About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors         
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, Fitch
Ratings has downgraded the long-term Issuer Default Rating
of GMAC LLC and related subsidiaries to 'BB-' from 'BB'.  Fitch
has also downgraded GMAC's unsecured long-term ratings to 'B+'
from 'BB-', reflecting the potential for reduced recovery in a
default scenario should the company encumber assets.  
Additionally, Fitch has affirmed the 'B' short-term ratings.  The
Rating Outlook remains Negative.

As reported in the Troubled Company Reporter on April 25, 2008,
Moody's Investors Service downgraded GMAC LLC's senior rating to
B2 from B1; the rating remains on review for further possible
downgrade.  This action follows Moody's rating downgrade of ResCap
LLC, GMAC's wholly owned residential mortgage unit, to Caa1 from
B2.


GMAC LLC: Cerberus Denies Reports on Sale of Equity Stake
---------------------------------------------------------
Mark Neporent, Cerberus Capital Management's senior managing
director, chief operating officer, and general officer, responds
to a report in the Financial Times disclosing that the firm had
sold most of its holdings in Chrysler LLC and GMAC LLC amid the
downturn in the U.S. economy and woes in the lending industry.

"Cerberus has not reduced or made any changes to its equity stakes
in GMAC or Chrysler since the closing of either transaction.
Cerberus continues to have voting control over both investments.
It is common knowledge, and has been widely reported, that
Cerberus made these investments side-by-side with its co-investors
at the time of closing.  As a general rule, Cerberus does not
commit more than 5% of the capital of any of its funds to any
single investment."

Cerberus has sold "significantly" more than half its equity to 90
investors, Henry Sender at The Financial Times reported on Monday,  
citing people familiar with the situation.

Those who bought the stakes include some of Cerberus' own
investors, the report said.

Unnamed sources told FT that the buying group included Citigroup's
private equity arm, Cerberus-controlled Aozora Bank of Japan,
Avenue Capital, Cyrus Capital Partners, DB Zwirn, Franklin
Templeton Investments, Oak Hill Advisors, Oak Hill Capital
Partners, Satellite Capital, Seneca Capital and York Capital.

Other investors including Golden Tree Asset Management and Oaktree
Capital Management declined to participate, FT said.

FT said investors paid as much as $1 billion for stakes in one or
both companies.  "By selling equity to others soon after winning
control of the two companies, Cerberus reduced its risks and
earned fees from investors," Mr. Sender reported.

One investor who acquired a small stake in GMAC told FT there was
no time for due diligence.  "It was a 'trust me' kind of trade,"
he said.

But investors believe it was a hot deal.  "Everbody wanted in as
part of the gang," that investor told FT.

According to the Troubled Company Reporter on February 21, 2008,
Cerberus said Chrysler was bound to surpass its recovery plan "on
virtually all key metrics."

Cerberus expressed confidence on its capital infusion in Chrysler
and complimented on the leadership of chief executive Robert
Nardelli and co-presidents Tom LaSorda and Jim Press.  The hedge
fund said Chrysler will "fare just fine" with its $8 billion
cash but continue to warn investors of the risks.

Cerberus also said that GMAC LLC has "strong long-term prospects."

These compliments came amid the financial pressures that Chrysler
and GMAC are facing due to the crisis in the U.S. economy.  

The Troubled Company Reporter related on Feb. 18, 2008, that
Cerberus founder Stephen Feinberg warned investors of possible
"substantial difficulty" in GMAC.  GMAC struggled with the decline
in the U.S. housing industry and financial markets and reported a
$724 million loss during the last quarter of 2007.

Mr. Feinberg wrote in a Jan. 22 letter to investors that while
Cerberus has "detailed contingency plans in a continuing
worsening environment . . . if the credit markets continue to
decline and we find ourselves in a prolonged environment of
capital market shutdown, GMAC could run into substantial
difficulty."

The letter outlines worst-case scenarios for investors, according
to Cerberus partner Tim Price.

                   About Cerberus Capital

Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- is a private investment firms   
that provides both financial resources and operational expertise
to undervalued companies.  Cerberus is headquartered in New York
City with affiliates and advisory offices in Atlanta, Chicago,
Los Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and Taipei.

Cerberus holds controlling or significant minority interests in
companies around the world, including 80.1% stake in Chrysler
LLC bought in 2007 from Daimler AG.  Cerberus was also the lead
investor of a group that acquired 51% of GMAC, the financing arm
of General Motors.  In aggregate, these companies currently
generate over US$60 billion in annual revenues.

                      About Chrysler

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

                            *     *     *

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


GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors         
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, Fitch
Ratings has downgraded the long-term Issuer Default Rating
of GMAC LLC and related subsidiaries to 'BB-' from 'BB'.  Fitch
has also downgraded GMAC's unsecured long-term ratings to 'B+'
from 'BB-', reflecting the potential for reduced recovery in a
default scenario should the company encumber assets.  
Additionally, Fitch has affirmed the 'B' short-term ratings.  The
Rating Outlook remains Negative.

As reported in the Troubled Company Reporter on April 25, 2008,
Moody's Investors Service downgraded GMAC LLC's senior rating to
B2 from B1; the rating remains on review for further possible
downgrade.  This action follows Moody's rating downgrade of ResCap
LLC, GMAC's wholly owned residential mortgage unit, to Caa1 from
B2.


GMAC LLC: Increases Rescap Funding to $1,200,000,000
----------------------------------------------------
On June 1, 2008, GMAC LLC and Residential Capital, LLC, entered
into an amendment to the Loan and Security Agreement, dated as of
April 18, 2008, among GMAC LLC, as lender, and Residential Funding
Company, LLC and GMAC Mortgage, LLC, as borrowers.

The amendment to the MSR Facility increases the maximum facility
amount from $750 million to $1.2 billion and increases the advance
rate from 50% to 85%.  The other terms and provisions of the MSR
Facility will remain unchanged.  The collateral securing the MSR
facility is not part of the primary collateral securing the
proposed senior secured credit facility with GMAC or the new notes
being offered in ResCap's private exchange offers.  ResCap
was expected to draw approximately $450 million under the amended
MSR Facility on June 3, 2008.

As reported in the Troubled Company Reporter on May 7, 2008,
ResCap disclosed that it is highly leveraged relative to its cash
flow, and its liquidity position has been declining.  According to
a Securities and Exchange Commission filing, ResCap said there is
a significant risk that the company will not be able to meet its
debt service obligations, be unable to meet certain financial
covenants in its credit facilities, and be in a negative liquidity
position in June 2008.  

As previously reported, ResCap anticipates that its new debt
agreements will include covenants to maintain minimum cash
balances.  To comply with these covenants and to satisfy its
liquidity needs, ResCap expects that it will be required, even if
it successfully implements all of the proposed actions, to
generate capital in the near term through asset sales or other
actions in addition to its normal mortgage finance activities, to
obtain additional cash of approximately $600 million by June 30,
2008.  This additional cash requirement is an estimate based upon
ResCap's internal monthly cash forecasts targeting sufficient cash
surpluses to prudently operate its business and remain in excess
of anticipated cash covenants.

TCR previoulsy disclosed that if ResCap is unsuccessful in
executing the financing transactions, including additional
liquidity actions, it would have a material adverse effect on
GMAC, which could result in a further impairment of GM's
investments in GMAC and could disrupt GMAC's ability to finance
GM's dealers and customers.

According to a U.S. Securities & Exchange Commission filing, GMAC
Financial Services and its wholly-owned mortgage subsidiary,
ResCap, have outlined a series of initiatives aimed at stabilizing
the liquidity position of the mortgage unit and pursuing
sufficient funding to operate the business to comply with
covenants in its finance agreements.  The initiatives include
extending near-term debt maturities, refinancing credit
facilities, extending new facilities and the sale of assets.

GMAC and ResCap have been working with their banking partners on
plans to refinance various credit lines at both companies.  The
companies are currently in the process of finalizing the credit
facilities and expect to announce details shortly.

                            About GM

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

                           About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                          About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors        
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, Fitch
Ratings has downgraded the long-term Issuer Default Rating
of GMAC LLC and related subsidiaries to 'BB-' from 'BB'.  Fitch
has also downgraded GMAC's unsecured long-term ratings to 'B+'
from 'BB-', reflecting the potential for reduced recovery in a
default scenario should the company encumber assets.  
Additionally, Fitch has affirmed the 'B' short-term ratings.  The
Rating Outlook remains Negative.

As reported in the Troubled Company Reporter on April 25, 2008,
Moody's Investors Service downgraded GMAC LLC's senior rating to
B2 from B1; the rating remains on review for further possible
downgrade.  This action follows Moody's rating downgrade of ResCap
LLC, GMAC's wholly owned residential mortgage unit, to Caa1 from
B2.


GRAMPA'S BARGAIN OUTLET: Halts Operations, Mulls Chapter 7 Filing
-----------------------------------------------------------------
The Taunton (Mass.) Daily Gazette reports that Grampa's Bargain
Outlet, a discount retailer, has ceased operations on May 31,
2008.

Co-owner Don Lagasse confirmed to the Taunton Daily Gazette that
he and his brother Hank could no longer keep the business going.  
Mr. Lagasse said foot traffic had fallen off and that profit
margins were such that it no longer remained a profitable venture,
Daily Gazette says.

The Daily Gazette relates that the discount retailer also has
fallen behind on rent to CGI Management Inc., owner of the Raynham
Crossing plaza at 59 New State Highway.  Mr. Lagasse and his
brother also owe money to vendors.

The store owners have contacted a bankruptcy attorney to consider
their options, including filing for chapter 7 bankruptcy, the
report says.

The Daily Gazette relates that Grampa's Bargain Outlet took the
place of the former Big Value Outlet Stores, a family-owned
business known for closeouts and discount lines.  BVOS filed for
chapter 7 in 2005.
  

GREEKTOWN CASINO: Bankruptcy Filing Done to Protect Tribe Assets
----------------------------------------------------------------
Chairman Aaron Payment of the Sault Ste. Marie Tribe of Chippewa
Indians noted in a press release that "we have filed for
Chapter 11 to protect our assets from the unfair covenants placed
upon Greektown Casino by the Michigan Gaming Board, a standard
that the other two casinos in Detroit do not have to follow," the
Sault Ste. Evening News quoted.

The Sault Tribe is the majority owner of Greektown Casino.

According to Mr. Payment, a dispute arose with respect to a Greek
partnership entered into by Greektown Casino and a $268 million
liability under the partnership agreement, the Sault Ste. Evening
News reports.  Details of the agreement were not elaborated.  Mr.
Payment noted that he wasn't convinced the Greek partnership was
a good deal and thus, previously pushed for buying out the Greek
partners.  He notes, the newspaper pointed out, that the Greek
partners seemed to seek more of a percentage ownership but didn't
have the capital to invest and did not submit the required
paperwork with the Michigan Gaming Control Board.

The report adds that Mr. Payment believes the bankruptcy filing of
Greektown Casino could help the company avoid a "forced sale"
covenant that the Gaming Board can impose.  He says the bankruptcy
petition could also stay a $50 million liability the company owes
to the Greek partners until it can improve its cash flow sources.

                     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. 2;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Wants to Use Cash Collateral of its Lenders
-------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates inform the
Honorable Walter Shapero of the U.S. Bankruptcy Court for the
Eastern District of Michigan that they need to use the cash
collateral of their prepetition lenders to supplement their cash
on hand in order to pay operating expenses, including payroll; and
to pay vendors in ensure a continued supply of goods essential to
their continued viability.

                      Prepetition Indebtedness

Pursuant to a Credit Agreement dated Dec. 2, 2005, as amended,
Debtors Greektown Holdings, LLC, and Greektown Holdings II, Inc.,
borrowed money and obtained letters of credit from these secured
lenders:  

   * The Bank of New York
   * Bear Stearns Securities Corp.
   * BNP Paribas Securities Corp./Fixed Income
   * Brown Brothers Harriman & Co.
   * Citibank, N.A.
   * Dresdner Kleinwort Wasserstein Securities LLC
   * Jefferies & Company, Inc.
   * JPMorgan Chase Bank, N.A.
   * Mellon Trust of New England, N.A.
   * Merrill Lynch, Pierce, Fenner & Smith Incorporated
   * The Northern Trust Company
   * PNC Bank, National Association
   * State Street Bank and Trust Company
   * Investors Bank and Trust Company
   * U.S. Bank, N.A.
   * Wells Fargo Bank, National Association

The agents for the Prepetition Secured Lenders are Merrill Lynch,
Pierce, Fenner and Smith Incorporated; Merrill Lynch Capital
Corporation; Wachovia Securities; National City Bank of the
Midwest; Wells Fargo Bank, National Association; and Fifth Third
Bank.

The Prepetition Obligations are secured by a lien and security
interest in substantially all of the Debtors' personal property
assets as well as mortgages on substantially all of their real
estate interests -- the Prepetition Cash Collateral.

As of the date of bankruptcy, the Debtors' books and records
showed that the outstanding principal balance of the obligations
owing to the Prepetition Lenders was at least $44,626,000, plus
accrued interest, according to Mr. Weiner.

The Debtors also obtained, before the bankruptcy filing, financing
pursuant to the Taxable Economic Development Revenue Bonds and
the Tax-Exempt Economic Development Revenue Bonds issued by the
Economic Development Corporation of the City of Detroit.  The
Bonds are backed by a $49,360,000 letter of credit issued under
the Prepetition Loan Agreement.  The Bonds are not secured by
any collateral other than the right to draw under the Bond Letter
of Credit if the conditions set forth are met.

As of the bankruptcy filing date, the Debtors' books and records
showed that the outstanding principal balance owing with respect
to the Bonds was $49,350,000, plus accrued but unpaid interest and
all costs, expenses and attorneys' fees owing in accordance with
the terms of the Bond Documents, Mr. Weiner adds.

              Lenders' Consent & Adequate Protection

The Prepetition Lenders have agreed to the use of Cash Collateral
by the Debtors, Mr. Weiner tells Judge Shapero, contingent on,
among other things, their receipt of the adequate protection
provided in the DIP Facility.

All of the Debtors' construction expenditures and cash flow will
be set forth in a budget prepared on a rolling 13-week basis, as
may be modified from time to time.

A copy of the budget the Debtors prepared for the period 13-week
period from June 2, 2008, through Aug. 31, 2008, is available for
free at:

              http://researcharchives.com/t/s?2d4c

The Debtors propose to grant the prepetition lenders adequate
protections including, among other things:

   (a) granting replacement liens on all assets of the Debtors,
       subject only to the Carve-Out under the DIP Facility;

   (b) granting superpriority status to the adequate protection
       obligations, subject to the payment of the Carve-Out);

   (c) satisfaction of the Exit Milestones; and

   (d) periodic cash payments to the Prepetition Secured Parties.

The Exit Milestones to be accomplished by the Debtors are:

    Target Date                        Task
    -----------                        ----
    60 days after the       Delivery by the Debtors to the
    Petition Date           Administrative Agent under the
                            Proposed DIP Facility a business plan

    Dec. 31, 2008           Retention of an investment banker or
                            other professional, satisfactory to
                            the DIP Loan Agent, who will assist
                            the Debtors in the process of
                            (1) identifying a purchaser; (2)
                            completing a sale of the Debtors'
                            company assets and operations; and
                            (3) soliciting exit financing.

    Feb. 28, 2009           Establishment of a data room with
                            company and financial information
                            regarding the Debtors' operations.

    Feb. 28, 2009           Completion of an offering memorandum
                            and circulation of that offering
                            memorandum to potential buyers.

    Feb. 28, 2009           The Court should have entered an
                            order approving the bidding
                            procedures pursuant to the offering
                            memorandum.

    Apr. 30, 2009           The Debtors will have received (1)
                            initial indications of interest from
                            potential buyers and/or (2) a
                            preliminary term sheet with respect
                            to exit financing of all Postpetition
                            Obligations and the Prepetition
                            Obligations.

    Jun. 1, 2009            The Debtors will have either (1)
                            received all final bids from
                            potential buyers or (2) filed a
                            reorganization plan acceptable to the
                            DIP Lenders and the Prepetition
                            Lenders with the Court.

    June 15, 2009           If the Debtors accept a final bid,
                            that bid should be filed with the
                            Court.
                             
                            If the Debtors file a reorganization
                            plan or a final bid with the
                            Court, and no default or Event of
                            Default has occurred, the DIP
                            Facility Termination Date will be
                            extended from June 1, 2009 to
                            September 1, 2009.

   Sept. 1, 2009            Completion of a sale of the Debtors'
                            assets and operations or consummation
                            of a plan of reorganization.

                     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. 2;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINOS: Gets Permission to Access $51 Million in Loan
----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan in Detroit to borrow up to $51,300,000 in postpeittion
financing, on an interim basis, The Detroit News reports.

The Debtors need the money to pay contractors building the
expanded gaming floor and 400-room resort-style hotel, as well as
interest and other costs owed to their lender.

The Debtors have secured around $150 million in postpetition
financing from Merrill Lynch and certain other lenders.  At
Wednesday's hearing, the Debtors advised the Court they need to
borrow up to $5,633,000 from the DIP Lenders with respect to a
Tranche A loan and up to $39,993,000 with respect to a Tranche B
loan on an interim basis.

The Court will convene another hearing to consider whether to
grant the Debtors authority to borrow the entire amount.

The Debtors relate that they generate sufficient cash on a day-
to-day basis to fund its general operations.  This cash flow,
however, is insufficient to service all debt obligations and
continue the ongoing construction of an expanded hotel and casino
resort complex in Detroit, Daniel J. Weiner, Esq., at Schafer and
Weiner, PLLC, in Bloomfield Hills, Michigan, informs the Court.

The Debtors maintain that completion of the Expanded Complex is
necessary to allow them to be more competitive in attracting
customers to their casino and hotel resort facility.

Moreover, the Debtors have these outstanding debt obligations as
of the date of bankruptcy, according to Mr. Weiner:

   Category                                       Amount
   --------                                       ------
   Prepetition Credit Facility with
   Merrill Lynch and certain lenders           $44,626,000
                                             plus interest

   Prepetition Financing pursuant to
   Taxable/Tax-Exempt Economic
   Development Revenue Bonds                   $49,350,000
                                             plus interest

   Jenkins/Skanska Venture LLC,
   contractor for the Expanded
   Complex, for work done in
   March and April 2008                        $24,000,000

   Hnedek Bobo, architect for
   the Expanded Complex                           $600,328

   Other contractors, consultants,
   architects and suppliers for the
   Expanded Complex                             $3,229,288

Assuming Jenkins/Skanska continues to perform under its contract
with the Debtors, another $12,000,000 will be due to the firm on
June 30, 2008, the Debtors point out.  They add that in order to
procure furniture and fixtures for the opening and operation of
the Expanded Complex, a $1,600,000 deposit is required to be
paid.

In this light, the Debtors approached a group of lenders led by
Merrill Lynch Capital Corporation, as agent, to provide them
postpetition financing.

Merrill Lynch and certain lenders have agreed to commit to the
Debtors two tranches of loan:

   (1) Tranche A Loan - a delayed-draw, term loan to fund the
       ongoing construction of the Expanded Complex up to
       $135,000,000

   (2) Tranche B Loan - an additional revolving loan of
       $15,000,000, which will include a $1,000,000 letter of
       credit sub-facility, to fund construction or operating
       costs

The other salient terms of the proposed DIP Loan Facility are:

  Borrowers:               Greektown Holdings LLC
                           Greektown Holdings II, Inc.

  Guarantors:              Greektown Casino LLC
                           Contract Builders Corporation
                           Trappers GC Partners, LLC

  Administrative Agent:    Merrill Lynch Capital Corporation

  Co-Lead Arrangers:       Merrill Lynch, Pierce, Fenner and
                           Smith Incorporated and Wachovia
                           Capital Markets, LLC

  Syndication Agent:       Wachovia Capital Markets, LLC

  Joint Book Runners:      Merrill Lynch, Pierce, Fenner and
                           Smith Incorporated and Wachovia
                           Capital Markets, LLC

  Lenders:                 A syndicate of lenders, which include:

                                                Commitment Amt.
                                                ---------------  
                            Merrill Lynch         $50,000,000
                            Wachovia Bank         $50,000,000
                            Wells Fargo Foothill  $45,000,000
                            National City Bank
$5,000,000                          

  Priority and Liens:      Subject to the Carve-Out,
                           superpriority administrative claim
                           status pursuant to Sections 364(c)(1),
                           503(b) and 507(b) of the Bankruptcy
                           Code.

                           Secured by a perfected security
                           interest pursuant to Section 364(c)(2)
                           and (c)(3) and 364(d) in the DIP
                           Collateral, which, subject to the
                           conditions set forth in the DIP
                           Facility, will not include:

                            (i) avoidance actions under Sections
                                502(d), 544, 545, 547, 548, 549,
                                550, 551 or 553; and

                           (ii) the proceeds of any Avoidance
                                Actions.

A full-text copy of the Merrill Lynch Postpetition DIP Facility
is available for free at http://ResearchArchives.com/t/s?2d39

The DIP Loan Agent is represented by Douglas L. Wisner, Esq., at
Mayer Brown LLP, in New York.

                       Negative Covenants

Under the DIP Facility, the Debtors are required to report
Consolidated Earnings Before Interest, Taxes, Depreciation,
Amortization and Restructuring Costs of no less than:

                                          Consolidated EBITDAR
                    Consolidated EBITDAR  on a cumulative basis,
  Month ending on    on a monthly basis    since Effective Date
  ---------------    --------------------- ----------------------
  July 31, 2008            $3,620,000                    N/A
  August 31, 2008          $5,145,000                    N/A         
  September 30, 2008       $4,621,000            $14,223,000
  October 31, 2008         $5,299,000            $19,854,000
  November 30, 2008        $4,843,000            $24,999,000
  December 31, 2008        $4,520,000            $29,802,000
  January 31, 2009         $4,365,000            $34,712,000
  February 28, 2009        $4,665,000            $39,960,000
  March 31, 2009           $6,726,000            $47,526,000
  April 30, 2009           $6,567,000            $54,915,000
  May 31, 2009             $5,910,000            $61,564,000
  June 30, 2009            $6,174,000            $68,510,000
  July 31, 2009            $6,390,000            $75,968,000

                        Marketing Efforts

Before deciding to enter into the DIP Facility with the proposed
DIP Lenders, the Debtors and their financial advisors, Conway,
Mackenzie & Dunleavy, conducted vigorous and good-faith
negotiations with potential new lenders.  However, none of the
new lenders could perform due diligence fast enough to commit a
financing in time to satisfy the Debtors' urgent need for
liquidity, Mr. Weiner notes.

In deciding to seek financing from the proposed DIP Lenders, the
Debtors tell Judge Shapero that they considered these factors:

   * The DIP Lenders already held secured first priority liens on
     the Debtors' Prepetition Collateral.

   * The DIP Lenders' preexisting knowledge of the Debtors'
     business and the existing Prepetition Collateral provided
     significant benefits, including the speed with which the DIP
     Lenders are able to close.

   * The DIP Lenders had been previously approved as the lenders
     to the Debtors by the Michigan Gaming Control Board.

Thus, the Debtors aver that the Merrill Lynch DIP Facility is the
most favorable financing available to them under current market
condition and financial circumstances.

                    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. 2;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINOS: Game Board Says Loan Impinges on Its Authority
-----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates' only cash-
generating business consists of the gambling operations of Debtor
Greektown Casino, LLC.  Under Michigan law, these operations are
permitted only because Greektown Casino is licensed by the
Michigan Gaming Control Board, Assistant Attorney General Donald
S. McGehee tells the U.S. Bankruptcy Court for the Eastern
District of Michigan.

The Gaming Board opposes the Debtors' request to borrow around
$150 million in post-petition financing from a lending consortium
led by Merrill Lynch, Wachovia Bank, Wells Fargo Foothill, and
National City Bank, to the extent it could be interpreted as
impinging on the Board's regulatory authority over the casino
licensee.

The Board says it recognizes the important timing considerations
in the Debtors' need for financing, but it asserts that it must
also preserve its authority to regulate casino licensees,
including its authority and duty to examine the proposed financing
and consider its implications.

Mr. McGeehee pointed out that:

   * In the event that the Board takes any action to suspend,
     revoke, or restrict the license held by Greektown Casino,
     the DIP Facility allows the DIP Lenders to, among other
     things, (i) terminate the DIP Facility, (ii) declare the DIP
     Loans to be immediately due and payable, and (iii) exercise
     all right and remedies under the DIP Facility.  "Taken
     together, these provisions reflect promises that the Debtors
     are legally incapable of keeping and, thus, may render the
     presumed benefits of the DIP Facility meaningless in the
     short term," Mr. McGeehee contends.

   * To the extent Greektown Casino intends to grant the DIP
     Lenders an interest in its license, it is acting in
     violation of Gaming Control and Revenue Act.

   * Any intent under the DIP Facility for a sale of Greektown
     Casino would violate applicable Michigan law, which vests
     the Board with exclusive authority to approval all similar
     transfers.

With respect to the Debtors' contention that Merrill Lynch has
previously been approved by the Board, Mr. McGeehee argues that
the subject Board approval was too limited in scope to apply to
the newly contemplated financing.  The Board, he elaborates,
granted Merrill Lynch exemptions from the supplier-licensing
requirements, but only "for the limited purpose of engaging in
the Debt Transaction" that was the subject of the Board's
November 2005 Transaction Order.

                    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. 2;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


HIGH GRADE CDO 2007-1: Moody's Cuts Rating on Notes
---------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by High Grade Structured Credit CDO 2007-1:

Class Description: Up to $3,240,000,000 Class A-1A Floating Rate
Extendible Notes/CP Notes

  -- Prior Rating: P-2, on review for possible downgrade
  -- Current Rating: NP

Class Description: Up to $3,240,000,000 Class A-1B Notes

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

Class Description: $200,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $300,000,000 Class A-3 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $115,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

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

Moody's also announced that it has downgraded and left on review
for possible downgrade these notes:

Class Description: $27,900,000 Class X Senior Secured Notes Due
2017

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

The rating downgrades taken reflect the increased deterioration of
the credit quality and the loss of overcollateralization of the
collateral pool comprised of collateralized debt obligations.  The
A/B Overcollateralization Test as reported by the Trustee on
April 28, 2008, was 83.47% with the covenant for this test being
101.25%.  The Coverage Test failure reflects the ongoing
deterioration of the underlying portfolio that includes a number
of CDOs that are currently in event of default.

In addition, the credit deterioration of the underlying portfolio
has increased the likelihood of payment default on the CP Notes
and it has also increased the likelihood that the Put will not be
available if it is required.  These factors result in a level of
risk to the CP note that is no longer consistent with a Prime
rating.

High Grade Structured Credit CDO 2007-1 is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.


I/OMAGIC CORP: Posts $812,663 Net Loss in 2008 First Quarter
------------------------------------------------------------
I/OMagic Corp. reported a net loss of $812,663, on net sales of
$5,531,933, for the first quarter ended March 31, 2008, compared
with a net loss of $506,535, on net sales of $7,691,165, in the
same period in 2007.

The decrease in net sales primarily reflects a 65% decrease in
sales of magnetic data storage products, partially offset by an
increase in net sales of HDTVs.

At March 31, 2008, the company's consolidated balance sheet showed
$10,091,467 in total assets, $9,002,777 in total liabilities, and  
$1,088,690 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?2d40

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Swenson Advisors, LLP, in San Diego, Calif., expressed substantial
doubt about I/OMagic Corp.'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 significant
operating losses, has serious liquidity concerns, and may require
additional financing in the foreseeable future.

At March 31, 2008, the company had cash and cash equivalents of
$357,042 and as of May 16, 2008, the company had only $827,524 of
cash on hand.  Accordingly, the company is presently experiencing
a lack of liquidity and may have insufficient liquidity to fund
its operations for the next twelve months.

If the company's net losses continue or increase, the company said
it could experience significant additional shortages of liquidity
and its ability to purchase inventory and to operate its business
may be significantly impaired, which could lead to further
declines in its results of operations and financial condition.

                       About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corp. (OTC BB: IOMG)
-- http://www.iomagic.com/-- sells data storage products,  
televisions, most of which are high-definition televisions, or
HDTVs, utilizing liquid crystal display, or LCD, technology, and
other consumer electronics products.


IAC/INTERACTIVECORP: Sees Tax Benefit From $15 Million EPI Sale
---------------------------------------------------------------
IAC/InterActiveCorp and MH Equity Investors, a subsidiary of MHE
Private Equity Fund LLC, an Indianapolis-based private equity
firm, said that MH Equity Investors has acquired Entertainment
Publications Inc., a provider of discounts and promotions, from
IAC.

The anticipated value of the sale and accompanying tax benefit to
IAC is approximately $135 million.  Additional terms of the
transaction were not disclosed.

"The sale of EPI to MH Equity Investors better positions EPI to
compete and allows IAC to strengthen its core focus on our
interactive brands," said Barry Diller, Chairman and CEO of IAC.

EPI provides promotions and discounts, best known for the popular
Entertainment(R) book membership, and its savings site,
Entertainment.com.  Under the new ownership structure, EPI's
strategic direction and management team will remain in place with
MaryAnn Rivers continuing in her role as Chief Executive Officer.

"We are excited to complete the acquisition of Entertainment
Publications as it reflects our commitment to invest in companies
with a solid vision, strong brands and talented management teams,"
said Stephen C. Hilbert, CEO of MH Equity Investors.  "We welcome
Entertainment's 800 plus employees to the MH Equity family of
companies."

"The MH Equity team has a proven track-record driving growth and
innovation for its portfolio companies," said Rivers.  "We look
forward to building our leading market positions in 'best in
class' discounts and promotions to consumers; providing
fundraising solutions for charitable organizations; and increasing
revenues for our many business partners."

Evercore Group LLC served as financial adviser to IAC.  The
transaction closed on May 30, 2008.

                     About MH Equity Investors

MH Equity Investors, a large private equity fund based in
Indianapolis, was formed in August 2005 and since its inception
has invested a pproximately $600 million in the equity of its
portfolio companies.  MH Equity Investors focuses on mid-market
companies, with strong management teams and leading market shares.
The MH Equity team has substantial operating experience and
joins with management to promote the organic and acquisition-
orientated growth of its portfolio companies.

                  About Entertainment Publications

Entertainment Publications Inc. provides discounts and promotions.
EPI helps people improve their quality of life by providing them
with billions of dollars in discounts every year.  EPI's
best-in-class offers can be found in the Entertainment(R)
membership book, on Entertainment.com, through its business
partner's private label savings programs, and via various local
search partner Web sites.  Annually, EPI generates over $7 billion
in revenue for its 60,000 local and national business partners
representing 200,000 merchant locations throughout North
America.  Over the last five years, the company helped raise over
$450 million for the charities it serves.  The company's other
fundraising product lines including Sally Foster(R) gift wrap and
gift products and cookie dough.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


JAYHAWK ENERGY: Posts $210,897 Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
JayHawk Energy Inc. reported a net loss of $210,897, on revenue of
$258,557, in the second quarter ended March 31, 2008, compared
with a net loss of $44,790, on zero revenue, in the same period
ended March 31, 2007.

In April 2007, the company discontinued the operations related to
its jewelry business.

On July 25, 2007, the company entered into an Asset Purchase and
Sale Agreement with Armstrong Investments Incorporated, pursuant
to which the comany acquired the Uniontown Project, which includes
gas and mineral leases and other mineral rights and interests
located in Bourbon County, Kansas in exchange for $2,200,000 in
cash.

The acquisition of the Uniontown Project is the initial step of
the company's new business plan to acquire oil and gas properties
for exploration and development.  Over the next twelve months, the
company intends to engage in the exploration, acquisition,
development, production and sale of natural gas, crude oil and
natural gas liquids primarily from conventional reservoirs within
North America.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
in $9,748,306 in total assets, $61,630 in total liabilities, and
$9,686,676 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?2d53

                       Going Concern Doubt

JayHawk Energy Inc. has incurred operating losses since inception
and previously incurred a loss on its discontinued retail jewelry
business.  As of March 31, 2008, the company has limited financial
resources.  These factors raise substantial doubt about the
company's ability to continue as a going concern.

                       About JayHawk Energy

Based in Broomfield, Colorado, JayHawk Energy Inc. (OTC BB: JYHW)
-- http://www.jayhawkenergy.com/-- is engaged in the exploration,  
acquisition, development, production, and sale of natural gas,
crude oil, and natural gas liquids primarily from conventional
reservoirs in North America.  It owns interest in the Uniontown
project covering 35,000 gross acres of non-producing coal bed
methane natural gas reserves located in Bourbon County, Kansas.
The company was founded in 2004 as Bella Trading Company Inc. and
changed its name to JayHawk Energy Inc. in June 2007.


JED OIL: March 31 Balance Sheet Upside-Down by $14.4 Million
------------------------------------------------------------
JED Oil Inc.'s consolidated balance sheet at March 31, 2008,
showed $90.5 million in total assets, $76.4 million in total
liabilities, and $28.5 million in convertible redeemable preferred
shares, resulting in a $14.4 million total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $15.2 million in total current
assets available to pay $72.0 million in total current
liabilities.

The company reported a $927,800 net loss, on $7.2 million of
revenue, after royalties, in the first quarter ended March 31,
2008, compared with a $3.5 million, on $2.8 million of revenue,
after royalties, in the same period in 2007.

Included in the net loss during the three months ended March 31,
2008, was a gain on sale of $2.3 million from the sale of the
company's petroleum and natural gas properties in the Candak
Prospect area of North Dakota, U.S.A., to an arms-length third
party.

The company's production for the first quarter of 2008 averaged
1,537 barrels of oil equivalent per day (BOE/d), compared to 914
BOE/d in the first quarter of 2007.  Exit production for the
quarter was 1,472 BOE/d compared to 1,150 BOE/d in the same period
in 2007.  The increase in production is due mainly to the
acquisition of Caribou's Northern Alberta properties.  

                       Going Concern Doubt

At March 31, 2008, the company had a consolidated working capital
deficiency of $56.8 million and a stockholder's deficiency of
$14.4 million.  The company requires additional funds to maintain
operations and discharge liabilities as they become due.  These
conditions raise substantial doubt about the company's ability to
continue as a going concern.

The company does not currently have a loan facility.

                        About JED Oil Inc.

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/ -- is an oil and natural gas company that  
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.


JEFFERSON COUNTY: $47MM Debt Payment Deadline Extended to Aug. 1
----------------------------------------------------------------
Birmingham News reports that the Jefferson County Commission has
unanimously approved an agreement to extend to Aug. 1 a $47
million sewer debt payment due to eight banks.

After several extensions, the county was scheduled to pay $47
million of its sewer debt on June 1 and another payment of $53
million due on July 1. Under the new agreement, the county will
pay $10.6 million toward the principal owed to banks including
Regions Bank and Bank of America Corp.  The county's bond insurers
would also pay $10.6 million of the debt.

"The county continues to pay interest but this is the first
payment toward principal," said Patrick Darby, a lawyer with
Bradley Arant Rose and White, which represents the county.

Melinda Dickinson of Reuters reports that Mr. Darby clarified the
total figure as $21.25 million divided into two lumps of $10.6
million each after earlier giving totals as $11 million to be paid
by both the county and insurers.

Jefferson County has $4.6 billion in overall debt, including
$3.2 billion in sewer bonds.  The county was required to post a
collateral on interest-rate swaps tied to the bonds after a series
of downgrades on the debt.  

Two of the firms that guarantee to make the payments on Jefferson
County's sewer bonds in the event of default were FGIC Corp. and
XL Capital Assurance Inc.  FGIC insured $1.56 billion of Jefferson
County auction-rate securities, and XL Capital backed $397 million
of the bonds.

Jefferson County attorneys and the bond insurers are in
negotiations to reset the county's debt structure.  Without
restructuring, annual payments could soar to $250 million, Reuters
reports.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  Patrick
Darby, a lawyer with the Birmingham firm of Bradley Arant Rose &
White, represents Jefferson County.  Porter, White & Co. in
Birmingham is the county's financial adviser.  A bankruptcy by
Jefferson County stands to be the largest municipal bankruptcy in
U.S. history.

                         *     *     *

As reported by the TCR on March 28, 2008,  Moody's Investors
Service downgraded to Caa3 from B3 the rating on the $3.2 billion
outstanding sewer revenue warrants.  Moody's said the county has
not presented a concrete plan that would prevent a default on its
sewer obligations.  The county has publicly proposed using excess
funds generated by a countywide 1% sales and use tax, currently
securing the outstanding school warrants.  The tax generated an
additional $27 million in fiscal 2007 over the school warrant debt
service; the initial intention was to use the excess for early
redemption of debt.  This proposal would require state legislation
and it is unclear that the additional funds would provide enough
revenue to cover the county's sewer obligations.

As reported by the TCR on April 2, 2008,  Standard & Poor's
Ratings Services lowered its underlying rating on Jefferson
County's series 2003 B-2 through 2003 B-7 sewer revenue refunding
warrants to 'D' from 'CCC' due to the sewer system's failure to
make a principal payment on the warrants when due on April 1,
2008, in accordance with the terms of the standby warrant purchase
agreement.

As reported by the TCR on April 10, 2008, Moody's Investors
Service downgraded the rating on $800,000 of outstanding Jefferson
County Assisted Housing Corporation, First Mortgage Refunding
Housing Revenue Bonds (Spring Gardens Project) Series 1999 to Ba2
from Baa1.  The outlook has been revised to negative from stable.  
The downgrade is based on a significant decline in debt service
coverage, resulting from an increase in property expenses and a
lack of rental rate increases.


JOHN REYNEN: Owes $973,000,000 in Personally Guaranteed Loans
-------------------------------------------------------------
John Reynen, co-owner of Reynen & Bardis Communities, Inc., owes
$973,000,000 in various personally guaranteed loans taken out
during the housing boom, the Sacramento Business Journal reported,
citing court documents.

Reynen & Bardis spokesperson Michele McCormick told Builder Online
Mr. Reynan filed a personal chapter 11 petition in April to spare
the company.  Ms. McCormick disclosed to Builder that the company
has renegotiated and restructured about $200,000,000 in loans to
the business, and has a number of other restructuring processes
with lenders in the documentation phase right now.

"There's no question about it, but at this point, the outlook is
significantly brighter than it was several months ago," Builder
quotes Ms. McCormick as saying.  "The financial restructuring and
the votes of confidence from a number of lenders paint a far more
positive picture."

Builder reports that Reynen & Bardis has reduced its workforce
between 40% and 45% -- which is currently down to roughly 80 full-
time employees.

Ms. McCormick told Builder that Mr. Reynan's bankruptcy filing
allowed the company to reopen a number of subdivisions and try to
sell its homes.  According to Builder, the company is only
operating the subdivisions for which it has reached agreements
with its creditors, and is not building in many of its
communities.

Reynen & Bardis Communities Inc. -- http://www.rbcommunities.com/
-- has more than 35 years of experience in land planning and
homebuilding process relating to community amenities and home
design.  It employs about 180 workers.  The company controls about
23,500 home lots on 9,215 acres of real property in Sacramento.  
The partners of the company are John D. Reynen, an attorney and
developer, and Christo Bardis, a real estate broker.  Messrs.
Reynen and Bardis co-founded the company in 1969.

John D. Reynen filed for chapter 11 bankruptcy on April 23, 2008,
before the U.S. Bankruptcy Court for the Eastern District of
California in Sacramento (Case No. 08-25145).  Howard S. Nevins,
Esq., at Hefner, Stark & Marols, LLP, in Sacramento.  When he
filed for bankruptcy, he disclosed $50,000,001 to $100,000,000 in
estimated assets, and $500,000,001 to $1,000,000,000 in estimated
debts.


KENT FUNDING: Moody's to Review Notes Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service announced that it has downgraded and
left on review for possible further downgrade the ratings on these
notes issued by Kent Funding II, Ltd.:

Class Description: $1,100,000,000 Class A-1A Senior Secured
Floating Rate Notes Due 2046

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

Class Description: $63,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $51,700,000 Class B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $16,700,000 Class C Secured Floating Rate
Deferrable Notes Due 2046

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

Class Description: $8,250,000 Class D Floating Rate Deferrable
Notes Due 2046

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

Class Description: $3,100,000 Class E Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Caa1, 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.


KNESEBECK LLC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Knesebeck LLC
        249 N. Rocky River Drive
        Berea, OH 44017

Bankruptcy Case No.: 08-13767

Type of Business: The debtor operates a franchised pizza shop.

Chapter 11 Petition Date: May 19, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Hon. Arthur I. Harris

Debtor's Counsel: Kenneth A Blech
                  (kenblech@ameritech.net)
                  10850 Pearl Rd #D3
                  Strongsville, OH 44136-3305
                  Telephone (440) 238-7887
                  Fax (440)238-9532

Estimated Assets: $100,001 to $500,000

Estimated Debts: $100,001 to $500,000

A copy of Debtor's petition and its list of 11 unsecured creditors
is available for free at http://bankrupt.com/misc/ohnb08-13767.pdf


LAKE MATHEWS: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lake Mathews Venture, LLC
        362.44 Undeveloped Acres
        Arlington Heights
        Riverside, CA 92504
        Tel: (949) 715-9993

Bankruptcy Case No.: 08-16554

Chapter 11 Petition Date: June 3, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Franklin C. Adams, Esq.
                  Email: franklin.adams@bbklaw.com
                  Best Best & Krieger, LLP
                  3750 University Ave. 4th Fl.
                  Riverside, CA 92501
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083
                  http://www.bbklaw.com/

Total Assets: $27,444,307

Total Debts:  $12,379,881

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hunsaker & Associates          trade debt            $149,851
Attn: Paul Huddleston
3 Hughes
Irvine, CA 92618
Tel: (951) 509-7031

Blaine A. Womer                trade debt            $19,815
Civil Engineer
41555 E. Florida Ave.
Hemet, CA 92544

Van Dyke Landscape Architects  trade debt            $15,978
2970 Fifth Ave., Ste. 240
San Diego, CA 92103

Leighton & Associates, Inc.    trade debt            $5,269

ACDY Corp.                     trade debt            $1,785

Development Planning &         trade debt            $723
Financing

Urban Crossroads, Inc.         trade debt            $508

Gresham, Savage, Nolan &       trade debt            $490
Tilden

PCR Services Corp.             trade debt            $144


LAUNCH COAST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Launch Coast Services, Inc.
        8505 Baltimore Avenue
        College Park, MD 20740

Bankruptcy Case No.: 08-16880

Type of Business: The debtor operates a full service building and
grounds maintenance and management business.  

Chapter 11 Petition Date: May 20, 2008

Court: District of Maryland (Greenbelt)

Judge: Hon. Wendelin I. Lipp

Debtor's Counsel: Alan S. Kerxton, Esq.
                  (akerxton@steinsperling.com)
                  25 W. Middle Ln.
                  Rockville, MD 20850
                  Telephone (301) 838-3213

Estimated Assets: $100,001 to $500,000

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

A copy of the debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb.pdf


LEGACY CAPITAL: Seeks Bankruptcy Protection in Sherman, Texas
-------------------------------------------------------------
Dallas-based real estate developer Legacy Capital Investments LLC
and two other affiliates -- KG Legacy Premier and LMI LBL -- filed
for chapter 11 bankruptcy protection before the U.S. Bankruptcy
Court for the Eastern District of Texas in Sherman.

The bankruptcy filing followed a similar filing by the company's
manager, Kenneth Marston Good, who sought Chapter 11 protection on
April 15.  Mr. Good listed assets of $209.3 million and debt of
$144.3 million, Bloomberg News says.

KG Legacy Ozarks, owned by Legacy Capital, sought chapter 11
protection on May 5, according to Bloomberg.


LEGACY CAPITAL: Case Summary & 42 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Legacy Capital Investments, LLC
             12720 Hillcrest Rd., Ste. 720
             Dallas, TX 75230

Bankruptcy Case No.: 08-41449

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        LMI LBL, LLC                               08-41452
        KG Legacy Premier, LLC                     08-41453

Debtor-affiliates filing separate Chapter 11 petitions May 5,
2008:

        Entity                                     Case No.
        ------                                     --------
        KG Legacy Ozarks, LLC                      08-41177

Debtor-affiliates filing separate Chapter 11 petitions April 15,
2008:

        Entity                                     Case No.
        ------                                     --------
        Kenneth Marston Good                       08-40955

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: June 3, 2008

Court: Eastern District of Texas (Sherman)

Debtors' Counsel: Frank J. Wright, Esq.
                  Email: bankruptcy@wgblawfirm.com
                  Wright Ginsberg Brusilow P.C.
                  600 Signature Place
                  14755 Preston Rd.
                  Dallas, TX 75254
                  Tel: (972) 788-1600
                  http://www.wgblawfirm.com

Legacy Capital Investments, LLC's Financial Condition:

Total Assets: $63,000,000

Total Debts:  $55,088,217

A. Legacy Capital Investments, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
JNC Enterprises                                      $100,000
Attn: John Lau
2050 N. Plano Rd., Ste. 100
Richardson, TX 75082
Tel: (972) 231-9791
Fax: (972) 690-0479

Wallace E. Good                                      $70,000
P.O. Box 262247
San Diego, CA 92196
Tel: (619) 252-3140
Fax: (858) 566-3140

Silveron Association           property management   $65,752
Attn: Steve Hunt
Paragon Property
Management, Inc.
P.O. Box 1471
Frisco, TX 75034

Grassland Mowing & Commercial  mowing                $46,756
Farming

Overland Partners, Inc.                              $45,608

Kenneth M. Good                employee              $40,000

Reflection Fine Art            art work              $37,752

Greg Williams                  employee              $16,266

George McElroy & Associates                          $13,800

MESA Design Associates, Inc.   design services       $13,630

Jacklyn Perry                  employee              $7,870

Dowdey, Anderson & Associates,                       $3,255
Inc.

Twist Solutions                computer services     $2,382

Jones & Ridenour, Inc.                               $2,300

Riemer Insurance Group, Inc.   insurance             $1,967

Buddy Martin Erosion Control,                        $1,830
LP

Centric Voice                                        $1,063

Matthews & Freeland, LLC       attorney fees         $1,057

Standerfer Farms                                     $900

Email Cleaners, Inc.                                 $360

B. Kenneth Marston Good's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Graham Mortgage Corp.          Guaranty              $30,422,776
Attn: Joe Graham &
Grant Morrow
3838 Oak Lawn, Suite 1500
Dallas, TX 75219
Tel: (214) 522-6400
Fax: (214) 522-6103

First National Bank            Guaranty              $23,683,212
Attn: David Wood
2045 Forest Lane, Suite 150
Garl&, TX 75042
Tel: (972) 485-7053
Fax: (972) 485-7089

Century Bank, N.A.             Guaranty              $15,408,411
Attn: Michael Becker
5151 Beltline Road, Suite 200
Dallas, TX 75254
Fax: (972) 588-6400
Tel: (972) 588-6430

Charter FL, L.P.               Guaranty              $12,934,261
Attn: Ray Washburne &
Phil Scheble
1845 Woodall Rogers Freeway,
Suite 1700
Dallas, TX 75201
Tel: (214) 999-1010
Fax: (214) 999-0130

PNL Parkway, L.P.              Guaranty              $12,350,000
Attn: John Willlingham &
Jerod Miller
2100 Ross Avenue, Suite 2900
Dallas, TX 7520112
Tel: (214) 379-2226
Fax: (214) 379-9003

Hilliard Crews                 Note                  $9,219,716
10001 Holmes Road
Collierville, TN
Tel: (901) 202-6304
Fax: (901) 854-4014

RMR Investments, Inc.          Guaranty              $7,760,000
Attn: Ronald Hsueh
212 S. Palm Avenue, Suite 200
Alhambra, CA 91901
Fax: (626) 282-6588
Tel: (626) 282-0900

Southwest Securities, FSB      Guaranty              $6,232,507
Attn: Brent Taylor
1201 Elm St., Suite 101
Dallas, TX 75270
Tel: (214) 859-5204
Fax: (214) 859-5220

PNL Josey, L.P.                Guaranty              $5,500,000
Attn: John Willingham &
Jerod Miller
2100 Ross Avenue, Suite 2900
Dallas, TX 75201
Fax: (214) 379-9003
Tel: (214) 379-2226

Wildcard Family Trust Ltd.     Note                  $3,650,000
Attn: Ron Crosby
5500 W. Plano Pkwy., Suite 200
Plano, TX 75093
Tel: (972) 380-5500
Fax: (972) 380-9570

Gregg Schnurr                  Note                  $3,000,000
P.O. Box 341239
Austin, TX 78734
Fax: (512) 299-9242
Tel: (512) 299-9550

Ray Baldwin                    Note                  $2,800,000
107 W. Lufkin Avenue,
Suite 318
Lufkin, TX 75902
Tel: (936) 639-2201
Fax: (936) 634-8677

El& Energy, Inc.               Guaranty              $2,530,000
Attn: Terry Landry
13455 Noel Road
Suite 2000
Dallas, TX 75240
Tel: (214) 265-9174
Fax: (214) 265-7008

First Community Bank           Guaranty              $1,860,000
Attn: Gordon Roberts
17120 North Dallas Parkway,
Suite 101
Dallas, TX 75248
Tel: (972) 407-5404
Fax: (469) 828-4642

Roach, et al.                  Guaranty              $1,814,791
Attn: Paul Sewell
1755 Wittington Place,
Suite 300
Dallas, TX 75234
Tel: (972) 484-7780
Fax: (972) 484-7743

Doug Urquhart, Trustee         Loan                  $600,000
5964 Meletio Lane
Dallas, TX 75230
Tel: (214) 435-4555
Fax: (972) 774-0559

Wallace E. Good                Loan                  $200,000

Curtis Hawley                  Loan                  $150,000

JNC Enterprises                Loan                  $100,000

Century Bank Cardmember        Credit Card           $21,587

C. KG Legacy Ozarks, LLC did not file a list of its largest
   unsecured creditors.

D. LMI LBL, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
George McElroy & Associates                          $1,000
Attn: David Pauling
1349 Empire Central, Ste. 600
Dallas, TX 75247
Tel: (214) 905-3712
Fax: (214) 905-3777

E. KG Legacy Premier, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
George McElroy & Associates                          $2,000
Attn: David Pauling
1349 Empire Central, Ste. 600
Dallas, TX 75247
Tel: (214) 905-3712
Fax: (214) 905-3777


LEGACY COMMS: March 31 Balance Sheet Upside-Down by $3,565,115
--------------------------------------------------------------
Legacy Communications Corp.'s consolidated balance sheet at
March 31, 2008, showed in $1,268,647 in total assets and
$4,833,762 in total liabilities, resulting in a $3,565,115 total
stockholders' deficit.

The company reported a net loss of $212,985 for the first quarter
ended March 31, 2008, compared with net income of $996,941 in the
same period in 2007.  The company did not generate any revenues
from continuing operations in both periods, as the company has
reflected all present operations of the company as discontinued
operations, as explained below.

Total revenue from discontinued operations for the three months
ended March 31, 2008, decreased to $3,500 compared to $1,886,934
for the three months ended March 31, 2007.

There were no sales of radio stations or permits during the first
three months of fiscal 2008 and revenue for discontinued
operations consisted of broadcast revenue received from stations
held for sale by the company.  Total revenue from discontinued
operations for the first three months of fiscal 2007 consisted
primarily of the gain on the sale of AM radio station KBET(AM),
Winchester, Nevada, which generated $1,886,349 in revenue.

                        Subsequent Events

On April 28, 2008, the company signed a letter of intent with
Three Irons, LLC.  Subject to various conditions, the letter of
intent provides for the issuance by the company of 185,000 shares
of preferred stock for $185,000 and the exchange of approximately
13,400,000 shares of common stock held by the officers of the
company for all of the issued shares of Legacy Media Corporation.

If and when all shares of preferred stock are issued, the
preferred stock would be convertible into an aggregate of
37,000,000 shares of the company's common stock and would result
in a change in control of the company.

As a result, the company has reflected all present operations of
the company as discontinued operations.

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?2d43

                       Going Concern Doubt

If the transaction with Three Irons, LLC closes as contemplated,
the company believes it will be able to continue operations until
it is able to arrange for the sale of some or all of its assets in
an orderly manner.  Any delay in closing this transaction will
adversely affect the company's ability to continue as a going
concern.

The company added that revenues have not been sufficient to cover
its operating costs and to allow it to continue as a going
concern.  

                   About Legacy Communications

Headquartered in St. George, Utah, Legacy Communications Corp.
(OTC BB: LGCC) -- http://www.legacycomm.com/-- is a holding  
company that acquires radio station licenses and permits for
development, operation and sale.  The company seeks out broadcast
properties that have significant upside potential when provided
proper management, engineering, programming and marketing.


LE-NATURE'S INC: Amended Plan Confirmation Hearing Set on June 12
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing on June 12, 2008, at 1:30 p.m. to consider
confirmation of Le-Nature's Inc. and its debtor-affiliates' Second
Amended Joint Chapter 11 Plan of Liquidation.  The hearing will be
before the Hon. M. Bruce McCullough at 54th Floor, Courtroom B,
US Steel Tower, in Pittsburgh, Pennsylvania.

The deadline for submitting ballots and filing objections to the
confirmation of the Plan was June 2, 2008.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LENNOX INT'L: $300MM Repurchase Program Won't Affect S&P's Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Lennox International Inc. (BB+/Stable/--) remain
unchanged following the company's announcement of a new
$300 million share repurchase program.  This program will commence
immediately as Lennox recently completed the repurchase of 14
million shares under its $500 million repurchase program
established in July 2007, which was completed ahead of the
previously announced target date of the end of September 2008.
     
Despite the incremental share repurchase program, S&P expect
Lennox to maintain relatively conservative financial policies,
with debt to EBITDA of 1.6x, funds from operations to debt of 51%,
and free cash flow of more than $150 million.  The company also
had $155 million in cash at March 31, 2008.


LINENS N THINGS: Court Approves $700 Million DIP Financing
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the $700 million Debtor-in-Possession financing by
General Electric Capital Corp. for Linens 'n Things and its
debtor-affiliates.

The approval of the DIP facility ensures that the Debtors'
business and stores will continue to operate without interruption.
Additionally, it allows for normalized relations with vendors in
preparation for the busy back-to-school season.

"We are pleased with the Court's approval of our
financing as it is an important step in our restructuring
efforts,"said Michael Gries, Chief Restructuring Officer and
Interim CEO.  "It reinforces our commitment to the vendor
community and to providing our guests with the assortment of
merchandise and quality of service they have come to expect from
Linens 'n Things."

The Debtors filed to reorganize under Chapter 11 on May 2 in the
United States Bankruptcy Court for the District of Delaware.  
Interim approval of the DIP financing was granted on the same day.

As of the close of business on May 29, 2008, the Debtors had
excess availability of $140.7 million under the DIP facility.  
This amount reflects an increase of $44.1 million over the excess
availability projected by them for the end of May in the DIP
financing budget referred to in the order granting the interim
approval of the DIP financing.

The Debtors also announced that approximately 83% of the dollar
amount of all product orders from domestic vendors for May and
June delivery have been or are being shipped on terms.

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc.--
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LIZ CLAIBORNE: Weak Credit Measures Cue S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and unsecured debt ratings on Liz Claiborne Inc. to 'BB+'
from 'BBB'.  At the same time, Standard & Poor's lowered its
short-term corporate credit and commercial paper ratings on the
company to 'B-2' from 'A-3', and removed all ratings from
CreditWatch, where they were placed with negative implications on
May 14, 2008, following weak first quarter results for the period
ended April 5, 2008.

In addition, Standard & Poor's assigned a '3' recovery rating to
Liz Claiborne's $750 million senior unsecured revolving credit
facility, indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default.  Also, Standard &
Poor's assigned a '4' recovery rating to the company's EUR350
million 5% notes due 2013, indicating the expectation of average
(30%-50%) in the event of a payment default.  The outlook is
stable.  The New York City-based apparel company had about
$989 million in debt outstanding at April 5, 2008.
     
"The downgrade reflects the company's much weaker-than-expected
credit measures for the 12 months ended April 5, 2008," said
Standard & Poor's credit analyst Susan Ding.  "In particular,
leverage has increased significantly in recent periods, to as high
as 4.5x at April 5, 2008, from historical levels of 2x or below."
     
Liz Claiborne's substantially higher leverage is a result of both
higher debt to finance a $300 million share repurchase completed
in 2007, and a lower EBITDA base due to higher markdowns and
investments in the company's key brands.  However, leverage should
trend to below 4x by fiscal year-end 2008.
     
Other factors driving the downgrade include execution risk
associated with the company's relatively new business model that
now focuses on four key brands (Juicy Couture, Lucky Brands, MEXX
and Kate Spade), and the difficult retail environment.
     
Standard & Poor's ratings reflect Liz Claiborne's exposure to the
inherent cyclicality and fashion risk of the apparel industry and
the challenging retail environment, as well as its high debt
leverage.  These factors are partially offset by the company's
diversified portfolio of well-recognized brands across various
price points and distribution channels.  


LUBBOCK MEDICAL: Counsel Says Offer for Assets Seen This Week
-------------------------------------------------------------
The Lubbock Avalanche-Journal reports that Shiloh Health Services
Inc. in Louisville, Ky., the owner of Highland Community Hospital
in Lubbock, Texas, may sell the business.

Max Ralph Tarbox, Esq., the healthcare facility's counsel, said an
offer for the hospital by another medical group with possible
local participation could come later this week, the report says.

"It's a reorganization, but not in the typical sense," Mr. Tarbox
said, alluding to a possible offer for the hospital, Chris Van
Wagenen at Lubbock Avalanche-Journal says.

Shiloh is a hospital management company formed in 2005.  It serves
as the general partner for Highland, according to Lubbock
Avalanche-Journal.

Shiloh bought the 123-bed facility as its base of operations in
March 2006 from Community Health Systems, which had operated the
property for 20 years, the report adds.

Lubbock, Texas-Highland Medical Center, L.P., doing business as
Highland Community Hospital and Highland Medical Center --
http://www.highlandcommunityhospital.com-- provides general
medical and surgical care for inpatient, outpatient, and
emergency room patients, and participates in the Medicare and
Medicaid programs.  Highland employs about 100 workers.

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008, before the U.S. Bankruptcy Court for the Northern District
of Texas (Case No. 08-50202).  Max Ralph Tarbox, Esq., at
McWhorter, Cobb & Johnson, LLP, in Lubbock, Texas, represents the
Debtor.

When it filed for bankruptcy, the Debtor disclosed $10 million to
$50 million in estimated assets and debts.


LUMINENT MORTGAGE: March 31 Balance Sheet Upside-Down by $223.2 MM
------------------------------------------------------------------
Luminent Mortgage Capital Inc.'s consolidated balance sheet at
March 31, 2008, showed $3.8 billion in total assets,
$4.0 billion in total liabilities, and $148,000 in minority
interest, resulting in a $223.2 million total stockholders'
deficit.

The company reported net income of $128.2 million for the first
quarter ended March 31, 2008, compared with net income of
$14.4 million in the same period in 2007.

Net income for the three months ended March 31, 2008, was mainly
comprised of $7.8 million of net interest income and
$135.2 million of net gains on instruments carried at fair value
mainly due to the decrease in the fair value of borrowings.

Net income for the three months ended March 31, 2007, included
$30.4 million of net interest income and gains on instruments
carried at fair value of $15.3 million offset by losses on the
sales of mortgage backed securities of $15.5 million.
  
Interest income decreased $68.8 million, or 47.3%, to
$76.8 million from $145.6 million for the three months ended
March 31, 2008 and 2007, respectively.  The average balance of the
company's interest earning investment portfolio decreased
$4.3 billion, or 49.4%, to $4.4 billion from $8.7 billion.  

Interest expense decreased $46.2 million, or $40.1%, to
$69.0 million from $115.2 million for the three months ended
March 31, 2008 and 2007, respectively.  Average borrowings
decreased $3.5 billion, or 41.2%, to $4.8 billion from
$8.3 billion.  

During the three months ended March 31, 2007, realized losses on
the sale of mortgage-backed securities and other-than-temporary
impairment losses were partially offset by realized and unrealized
gains on derivative instruments that were structured to
economically hedge credit risk.

         Shift of Financing From Short-Term to Long-Term

Beginning in August 2007, the company has entered into a number of
financing transactions with Arco Capital Corporation Ltd., or
Arco, and issued a warrant to Arco enabling it to acquire a 51%
economic interest in the company.  Currently, the company is
continuing to shift financing from short-term arrangements that
are subject to margin calls to long-term financing and financing
provided by related parties.  As of March 31, 2008, the company
had $182.3 million of short-term financing remaining with non-
related parties.

            Conversion to a Publicly-Trade Partnership

On March 28, 2008, the company announced its intention, subject to
shareholder approval, to restructure the company from a
corporation qualified as a Real Estate Investment Trust (REIT) to
a publicly-traded partnership, or PTP.  The PTP structure will
permit the company to offer fee-based services including credit-
risk management services, asset management advisory services and
sub-manager services without the restrictive asset and income
rules to which companies qualified as a REIT must adhere.  

An additional advantage of this structure is the flexibility it
would provide related to income distribution in that management
would have more discretion to conserve capital or distribute
capital to stockholders than is allowed under REIT requirements.  
In anticipation of the conversion to this structure, the company
is actively marketing its services, including the formation of a
joint venture to perform credit risk management services.  The
company believes that over time fee income will provide a more
significant source of income for the company.

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?2d3c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008,
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.  

As a result of these losses the company had a stockholders'
deficit of $223.2 million at March 31, 2008.

                     About Luminent Mortgage

San Francisco-based Luminent Mortgage Capital Inc. (OTC: LUMC)
-- http://www.luminentcapital.com/--  is a Real Estate Investment  
trust, or REIT, which, together with its subsidiaries, has
historically invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company announced its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership, or PTP.  


MARILYN EPPERSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Marilyn I. Epperson
        dba Powerhouse Gym & Fitness Center
        dba Powerhouse Gym & Sports Complex
        dba Powerhouse Gym of Santa Clarita
        dba Powerhouse Gym of Canyon County
        24640 Wiley Canyon Road
        Newhall, CA 91321

Bankruptcy Case No.: 08-13607

Chapter 11 Petition Date: May 30, 2008

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Ron Bender
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel (310) 229-1234
                  Email rb@lnbrb.com

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
VEDC                                        $300,000
5121 Van Nuys Blvd.
Van Nuys, CA 91403

Hamilton - SCAC                             $274,511
24152 Lyons Ave.
Box 219
Newhall, CA 91321

Ron Casella                                 $247,333
1131 N. Florence St.
Burbank, CA 91505

National Fitness                            $105,776

Bank of America                              $45,000

Cananwill - Hartford                         $25,950

Chase Bank - AARP                            $24,000

American Express                             $23,051

Chase Bank                                   $16,000

AFCO - WC & CC GL/Prop Ins.                   $13,869

HFC                                          $11,174

Burbank Water & Power                         $7,903

McCalla Janitorial                            $4,264

Cananwill - Bur GL/Prop Ins.                  $3,773

Wildcat                                       $2,871

Andrea Pugliese Ins.                          $2,300

Burrtec                                       $1,859

AT&T                                          $1,700

Gas Company                                   $1,479

Comfort Control Corp.                         $1,369               


MARMION INDUSTRIES: March 31 Balance Sheet Upside-Down by $952,418
------------------------------------------------------------------
Marmion Industries Corp.'s consolidated balance sheet at March 31,
2008, showed $2,874,307 in total assets and $3,826,724 in total
liabilities, resulting in a $952,418 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,324,263 in total current assets
available to pay $3,338,784 in total current liabilities.

The company reported a net loss of $75,895, on revenues of
$1,882,167, for the first quarter ended March 31, 2008, compared
with a net loss of $517,861, on revenues of $1,627,935, in the
same period in 2007.

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?2d42

                       Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
Marmion Industries Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company'srecurring losses from operations and working capital
deficiency.

                     About Marmion Industries

Headquartered in Houston, Marmion Industries Corp. (OTC BB:
MMIO)-- http://www.marmionind.com/-- manufactures and modifies  
heating, ventilation and air conditioning (HVAC) equipment for the
petrochemical industry, specifically for hazardous location
applications.  The company also sells custom engineered systems
for strategic industrial environments and providing commercial
HVAC construction services.  The explosion-proof market includes
industries such as oil and gas exploration and production,
chemical plants, granaries and fuel storage depots.


MARVIN ROBERTSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtors: Marvin R. Robertson
         Jane C. Robertson
         Post Office Box 821
         Waynesboro, GA 30830-0821

Bankruptcy Case No.: 08-11055

Chapter 11 Petition Date: June 2, 2008

Court: Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtors' Counsel: Jesse C. Stone, Esq.
                  Merrill & Stone, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  bkymail@merrillstonehamilton.com

Total Assets: $3,619,038

Total Debts:  $1,937,386

The Debtors did not file a list of their 20 largest unsecured
creditors.


MBIA INC: Credit Profile Concerns Cue Moody's Rating Review
-----------------------------------------------------------
Moody's Investors Service has placed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies on review for possible downgrade.  
In the same rating action, Moody's also placed the surplus note
rating of MBIA Insurance Corporation (Aa2-rated) and the ratings
of the holding company, MBIA, Inc. (senior debt at Aa3), on review
for possible downgrade.

The rating action reflects Moody's growing concern that MBIA's
credit profile may no longer be consistent with current ratings
given the company's diminished new business prospects and
financial flexibility, coupled with the potential for higher
expected and stress losses within the insurance portfolio.  
Moody's noted that the most likely outcome of the ratings review
would be a downgrade, with MBIA's insurance financial strength
rating likely to fall within the Aa range, although a downgrade to
the single-A rating category is also possible.  Prior to today's
rating action, the rating outlook for MBIA was negative.

As a result of this review, the Moody's-rated securities that are
guaranteed or "wrapped" by MBIA are also placed under review for
possible downgrade, except those with higher public underlying
ratings.  

Moody's said that recent mortgage performance data, and MBIA's own
reported first quarter results, are indicative of continued
deterioration within the guarantor's insured portfolio.  As part
of its review, Moody's will evaluate the effect that mortgage-
related stress, particularly with respect to MBIA's second lien
mortgage and ABS CDO exposures, could have on the firm's risk-
adjusted capital adequacy position.  Moody's said that it will
also review other areas of the portfolio that may be susceptible
to economic slowdown.

Moody's prior analysis from February of this year indicated that
MBIA's capital position was above the minimum "Aaa" capital
standard but short of the target ratio by approximately
$2.8 billion (excluding the proceeds from the company's
$1.1 billion 1Q08 equity raise that still remain at the holding
company.) Moody's noted that MBIA continues to work on certain
capital strengthening measures that are intended to enhance its
capital profile, and that MBIA's management has indicated its
intent to downstream $900 million in holding company equity
proceeds to the insurance company.  The rating agency added,
however, that the significant decline in MBIA's stock price since
February is making it increasingly challenging for MBIA to
economically address capital shortfalls by raising new equity.

According to Moody's, the review for downgrade is also prompted by
concerns about MBIA's ability to reestablish market confidence in
the near term, which is critical to the company's franchise value
and financial flexibility going forward.  MBIA's new business
volume has been severely hampered by heightened uncertainty
surrounding mortgage-related portfolio losses and the impact that
such losses could have on the company's claims-paying ability.  
MBIA's financial flexibility has also suffered, as evidenced by
the continuing decline in the company's market capitalization and
widening CDS spreads.  Together, these factors are placing
meaningful pressure on the firm's Aaa insurance financial strength
rating.

During its review, Moody's will also evaluate potential changes to
MBIA's business strategy, capital management philosophy and
franchise value should the company be downgraded.  Moody's expects
to complete its review of MBIA in the next few weeks.

These ratings have been placed on review for possible downgrade:

  * MBIA Insurance Corporation -- insurance financial strength at
    Aaa, and surplus notes at Aa2;

  * MBIA Insurance Corporation of Illinois -- insurance financial
    strength at Aaa;

  * Capital Markets Assurance Corporation -- insurance financial
    strength at Aaa;

  * MBIA UK Insurance Limited -- insurance financial strength at
    Aaa;

  * MBIA Assurance S.A. -- insurance financial strength at Aaa;

  * MBIA Mexico S.A. de C.V.'s -- insurance financial strength at
    Aaa (the firm's Aaa.mx -- national scale rating -- is
    affirmed);

  * MBIA Inc. -- senior unsecured debt at Aa3, provisional senior
    debt a (P) Aa3, provisional subordinated debt at (P) A1, and
    provisional preferred stock at (P) A2;

  * North Castle Custodial Trusts I-VIII -- contingent capital
    securities at Aa3;

Established in 1974, MBIA provides financial guarantees to issuers
in the municipal and structured finance markets in the United
States, as well as internationally.  MBIA also offers various
complementary services, such as investment management and
municipal investment contracts.


MBIA INC: Disagrees with Moody's Move to Put Ratings Under Review
-----------------------------------------------------------------
MBIA Inc. issued a statement in response to the decision by
Moody's Investors Service to place the ratings of MBIA Inc. and
MBIA Insurance Corporation on review for possible downgrade.  The
specific ratings affected are the Aaa insurance financial strength
ratings of MBIA Insurance Corporation and its insurance
affiliates, the Aa2 ratings of MBIA's Surplus Notes, and the Aa3
ratings of the junior obligations of the Insurance Company and the
senior debt of MBIA Inc., each with a negative outlook.

"We disagree with Moody's decision today," said Jay Brown, MBIA
Chairman and Chief Executive Officer.  "When Moody's affirmed our
rating with a negative outlook in February, we believed that it
would refrain for six to 12 months from taking additional ratings
actions unless the environment or MBIA's position changed
materially.  Since then, there have been no material adverse
changes in the environment, and we believe our capital position
has improved.  Thus, we are surprised by both the timing and
direction of this action and can only conclude that the
requirements for a Triple-A rating continue to change.

"Our policyholders and shareholders should understand that Moody's
decision to review our ratings is not motivated by concerns over
our solvency or our ability to pay claims as they come due," Mr.
Brown said.  "There is no question about our ability to cover all
policyholder claims, from a regulatory or any other standpoint.

"Further, we are steadfast in our commitment to protect our
policyholders and deliver solid long term returns to our
shareholders," said Mr. Brown.  "As a result we will study all of
our options and consult with our Board about the most effective
ways to achieve these objectives. As we indicated on May 12, our
intent was to downstream $900 million of cash currently held at
the holding company to MBIA Insurance Corporation if it would
support its Triple-A ratings. This cash was never needed to pay
claims, but rather to support the rating agencies' capital
requirements for a Triple-A, and it remains available for that
purpose.  However, in light of Moody's action today, we will
continue to hold the cash at the holding company level pending our
strategy review and consultation with our Board.

"We share Moody's concerns regarding our new business production,
but we are in no way reliant on new business production to satisfy
our insurance obligations or our capital requirements. In
addition, the upside to slower business is a strengthening capital
base," said Mr. Brown.  "The single biggest impediment to greater
new business volume has been the instability surrounding our
ratings and ongoing changes in rating agency requirements for a
Triple-A. Our business volume had been slowly building since the
affirmation of our ratings by S&P and Moody's in late February.
However, when Moody's announced on May 13th its intent to revise
its assumptions on 2005-2007 vintage subprime second lien mortgage
products, our new business production again dropped precipitously.

"Over the past five months, our capital raising accomplishments
have contributed to our sound and flexible financial position,
which we believe is consistent with Triple-A ratings
requirements," said Mr. Brown.  "We have successfully raised over
$2.6 billion in debt and equity, the most in our industry, and
further improved our capital position by approximately $400
million in the first quarter through the retirement of insured
exposures and ratings upgrades within our existing insurance
portfolio.

"While the US housing market and our housing-related insured
credits have weakened, their performance has been consistent with
the expectations underlying our loss reserve calculations," said
Mr. Brown.  "As we stated in our first quarter financial results,
we have assumed further deterioration in the performance of the
housing market and, while we appreciate Moody's concerns, we do
not foresee any major additions to loss reserves unless the
housing market performs significantly worse than our expectations.

"We believe the actions we have taken to date make a review of our
ratings unnecessary at this time," Mr. Brown continued.
"Nonetheless we will work closely with Moody's analysts to address
their concerns."

                       About MBIA Inc.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,         
investment management services, and municipal and other servicesto
public finance and structured finance clients on a globalbasis.  
The company conducts its financial guarantee business through its
wholly owned subsidiary, MBIA Insurance Corporation and provides
investment management products and financial services through its
wholly owned subsidiary MBIA Asset Management, LLC.
   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management services.   
In February 2007, MBIA Corp. formed a new subsidiary, MBIA Mexico,
S.A. de C.V.  During the year ended Dec. 31, 2006, MBIA
discontinued its municipal services operations.  These operations
included MBIA MuniServices Company.  On Dec. 5, 2006, the company
completed the sale of MBIA MuniServices Company.
                                                    
                        *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Fitch Ratings has decided to maintain its Insurer Financial
Strength and debt ratings on MBIA Inc. and its subsidiaries for
the foreseeable future.  Fitch expects to maintain the MBIA
ratings as long as Fitch believes that it can maintain a clear,
well-supported credit view without access to certain non-public
details concerning MBIAs insured portfolio, to which Fitch will
no longer have access.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies on review for possible downgrade.  
In the same rating action, Moody's also placed the surplus note
rating of MBIA Insurance Corporation (Aa2-rated) and the ratings
of the holding company, MBIA, Inc. (senior debt at Aa3), on review
for possible downgrade.  This rating action reflects Moody's
growing concern about the potential volatility in ultimate
performance of mortgage and mortgage-related CDO risks, and the
corresponding implications for MBIAs risk-adjusted capital
adequacy.  Prior to this rating action, the rating outlook for
MBIA was negative.


MCWATTERS MINING: Uses Part of Share Issuance to Remedy Default
---------------------------------------------------------------
The Superior Court of Quebec approved an arrangement involving
McWatters Mining Inc., its shareholders and CFT Capital, Inc., a
subsidiary of Financial Solutions Inc.

The Arrangement was completed and became effective on June 2,
2008. Pursuant to the terms of the Arrangement:

     (a) a new class of preferred shares was created and all
         outstanding common shares of the share capital of
         McWatters were exchanged, on a one-for-one basis, for
         Preferred Shares representing approximately 80% of the
         voting rights attached to the outstanding shares of the
         share capital of McWatters immediately following the
         completion of the Arrangement;

     (b) a new class of common shares of the share capital of
         McWatters was created;

     (c) CFT Capital subscribed for a number of New Common Shares
         representing approximately 20% of the voting rights
         attached to the outstanding shares of the share capital
         of McWatters immediately following the completion of the
         Arrangement, for a subscription price of $200,000 in the
         aggregate. The proceeds from such subscription, in the
         amount of C$200,000, are intended to be used in order to
         cover for the legal and other costs and expenses to be
         incurred by McWatters in connection with its potential
         acquisition of a business and a reasonable portion
         thereof is intended to be set aside for the purpose of
         remedying McWatters' default under securities legislation
         and seeking full revocation of the applicable cease trade
         orders; and

     (d) McWatters' share capital was amended to delete the
         authorized Common Shares from McWatters' share capital.
   
The Court also approved an amended proposal made to the creditors
of McWatters under the Bankruptcy and Insolvency Act (Canada)
whereby CFT Capital will pay to Raymond Chabot Inc. for
distribution to the Creditors, an aggregate amount of C$1,000,000.
>From the aforementioned aggregate amount of C$1,000,000, an amount
of C$500,000 is intended to be paid to Investissement Quebec and
the remaining amount of C$500,000 is intended to be paid to the
Creditors of McWatters other than IQ.

In consideration thereof, the unsecured Creditors (excluding
specifically IQ, Revenu Quebec and Revenu Canada) absolutely and
irrevocably assign to CFT Capital all of the claims filed by them
with Raymond Chabot as trustee to the proposal of McWatters (such
claims excluding specifically any and all claims by IQ, Revenu
Quebec and Revenu Canada), including their claims in respect of
the Gold-Linked Convertible Debentures of McWatters currently
outstanding.

Robert Friesen, Douglas Proctor and Ray W. Jenner have been
appointed as directors of McWatters pursuant to the terms of the
Arrangement. Robert Friesen has been appointed as President and
Secretary of McWatters.

Financial Solutions Inc. is a privately held corporation
specializing in structuring financial transactions and consulting
firm.


MERITAGE HOMES: Remains Strong Amid Industry Crisis, Execs Insist
-----------------------------------------------------------------
Meritage Homes Corp. executives Steve Hilton and Larry Seay are
confident the company will survive the current slump in the home
building industry because their company is backed by public
shareholders, generates consistent revenue and makes itself right
with today's market realities, J. Craig Anderson of The Arizona
Republic reports.

The declarations are in response to some stock-market analysts'
prediction of a possible Chapter 11 filing of the company.  But,
according to the report, most, such as UBS analyst David Goldberg,
have maintained a neutral stance on Meritage.

"Despite the complexities of corporate finance, Meritage's future
success hinges on something very simple: its continued ability to
build - and sell - homes," the report says.

As reported by the Troubled Company Reporter on May 21, 2008,
Scott Weitz, the Chief Market Strategist for Courtroom Traders, a
Wall Street investment newsletter, named Tarragon Corp., WCI
Communities, Inc., and Meritage Homes in his list of homebuilders
that are close to bankruptcy.  

Mr. Weitz considered Meritage Homes as the farthest from the brink
of Chapter 11 among the three.  But he said, it is "in the fast
lane headed in that direction."

"They have no diversification of business activities outside of
residential development, and the regions they operate in are among
the hardest hit by the Real Estate fall out," according to him.

The Builder Magazine lists WCI as the 40th biggest homebuilder in
terms of total closings in 2006.  Data for 2007 is yet
unavailable.  The largest is D.R. Horton with 53,410 in closings
and revenue of $15.0 billion.

WCI recorded 2,215 closings and revenues of $2.0 billion in 2006.  
Meritage is ranked 12th with 10,487 closings and revenue of $3.4
billion.  Tarragon is not included in the list.

Mr. Seay, executive vice president and chief operating officer,
said Meritage is on pace to sell 5,500 to 6,000 homes this year, a
significant decrease from the 10,487 homes it sold in 2006, the
Arizona Republic reports.

                      About Meritage Homes

Headquartered in Scottsdale, Ariz., Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily    
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.  
Meritage Homes is the 12th largest homebuilder in 2006, Builder
Magazine says.  It is the only publicly held home builder based in
Arizona.  Meritage had 10,487 U.S. home closings generating
$3,461,000 in revenues, according to data compiled by Builder.

Meritage Homes has reported four consecutive quarterly net losses
beginning in the second quarter ended June 30, 2007.  At March 31,
2008, the company's consolidated balance sheet showed $1.6 billion
in total assets, $894.8 million in total liabilities, and $686.8
million in total stockholders' equity.


MERRILL LYNCH: Fitch Cuts 'BBB-' NIM Notes Rating to 'CC/DR4'
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Merrill Lynch Mortgage
Investors Net Interest Margin Trust 2007-RFC1.

MLMI NIM Trust, Series 2007-RFC1:
  -- $5.3 million class N-1 downgraded to 'CC/DR4' from 'BBB-'.

Underlying transaction: Residential Asset Securities Corp.
2007-KS1

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.


METROMEDIA COMPANY: Owner in Talks with GE to Avoid Bankruptcy
--------------------------------------------------------------
Billionaire John Werner Kluge, who owns Metromedia Restaurant
Group and Metromedia Company, is presently negotiating with major
lender, GE Capital Solutions, to prevent a bankruptcy filing, The
Wall Street Journal reports, citing sources knowledgeable of the
matter.

GE Capital Solutions is a unit of GE Commercial Finance.

WSJ relates that early this year, Metromedia Company failed to
meet some of its obligations under a loan deal with GE.  As a
result, GE declared Metromedia in default and demanded immediate
payment of the debt, WSJ quotes sources as saying.

According to the sources, Metromedia, though hopeful to "find a
last-minute workout plan," has mulled a bankruptcy filing.  Months
earlier, the company engaged Jeff Reisner, Esq., as its bankruptcy
counsel, WSJ says.

A week ago, Clay Dover resigned as Metromedia Restaurant president
and chief executive officer and pointed to differing ideas with
owners over the company's strategic direction, WSJ relates.

WSJ commented that Metromedia's woes reflect the challenges --
discrete consumer spending, high food prices and debt load -- that
casual restaurants are facing.

WSJ says that Metromedia, when it decides to file for bankruptcy,
would be one of the largest restaurant operators to go bankrupt in
years.

                        About Metromedia

John Werner Kluge is a German-American entrepreneur and a
billionaire.  He is best known as a television industry mogul in
the United States.  Mr. Kluge's major move into media was by
purchasing stock in the Metropolitan Broadcasting Company in the
mid-1950s.  Mr. Kluge is chairman, CEO and president of holding
company, Metromedia.

East Rutherford, New Jersey-based Metromedia Restaurant Group --
http://www.metromediarestaurants.com/-- is part of Metromedia  
Company -- a multi-concept, table-service restaurant group.  -- is
a multi-concept table-service restaurant group, with more than 800
Bennigan's(R), Bennigan's SPORT(TM), Steak and Ale(R), Ponderosa
Steakhouse(R) and Bonanza(TM) Steakhouse restaurants in the U.S.
and abroad.  Its restaurants, representing four of the most well-
known brands in the restaurant industry, serve more than 160
million guests a year.  The company operates nearly 1,000
restaurants in the United States and abroad, which are comprised
of Bennigan's, Steak and Ale, Ponderosa Steakhouse and Bonanza
Steakhouse.  Bennigan's restaurants are based on the taverns of
Ireland.  Steak and Ale restaurants are inspired by old-fashioned
English country inns.  Ponderosa Steakhouse and Bonanza Steakhouse
operate together as one large restaurant concept.  The company
franchises its Bennigan's, Ponderosa Steakhouse and Bonanza
Steakhouse restaurants.


MINNEAPOLIS STAR: Asks Forbearance from Creditors
-------------------------------------------------
Zachery Kouwe of the New York Post reports that Minneapolis Star
Tribune, known locally as The Strib, has asked creditors for a
six-month delay in debt payments.  The Strib's owner Avista
Capital Partners has hired the Blackstone Group to negotiate with
creditors, the report said.

Sources say creditors want the owners to inject $50 million of new
equity into the company before it agrees on anything, according to
the report.

The Strib is planning to save $20 million in expenses by June 30,
partly by cutting $2.5 million of its newsroom budget.  The amount
is 10 percent of the newsroom budget.

Avista Capital bought The Strib for $530 million about 15 months
ago.  Avista told its investors last month it has written down its
$100 million equity investment in The Strib by 75 percent.

The Strib has disputed published reports that it is near
bankruptcy.

The Star Tribune Company -- http://www.startribune.com/-- is a  
newspaper company serving the Minneapolis-St. Paul area and
readers around the state of Minnesota. Its Star Tribune newspaper
boasts a weekday circulation of about 320,000 and is one of the
nation's top 20 daily metropolitan newspapers. The company also
publishes news on its Web site. In addition to its news
operations, Star Tribune Company provides direct marketing
services and publishes niche publications.


MISTRAL PHARMA: Receives Notice of Default from MMV Financial
-------------------------------------------------------------
Mistral Pharma Inc. (TSX VENTURE:MIP) has received a notice of
default and a notice to enforce security from MMV Financial Inc.,
a senior secured creditor of the company.

Pursuant to a credit agreement announced on October 16, 2006,
Mistral obtained a US$1.5 million secured loan from MMV.  As per
the notice of default received, MMV requests the immediate payment
of US$1.3 million, on the basis that Mistral has failed to effect
a principal and interest payment due on May 31, 2008. As per the
notice to enforce security, MMV advised the Corporation that it
reserves its rights to enforce its security, which can be effected
only after the expiry of the 10-day period following the
transmission of MMV's notice. Mistral's financial position does
not currently allow it to effect the payment of US$1.3 million as
requested by MMV.


MKP CBO: Moody's Cuts Notes Ratings, to Undertake Review
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
classes of notes issued by MKP CBO VI, Ltd., and left on review
for possible further downgrade rating of one of these classes of
notes as:

Class Description: $184,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2051;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $41,000,000 Class A-2 First Priority Senior
Secured Floating Rate Notes due 2051;

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

Class Description: $46,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2051;

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

Class Description: $4,000,000 Class C Mezzanine Secured Deferrable
Floating Rate Notes due 2051;

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

Class Description: $10,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes due 2051.

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

MKP CBO VI, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
Nov. 15, 2007 the transaction experienced an event of default
caused by a failure of the of the Net Outstanding Portfolio
Collateral Balance minus the Overcollateralization Haircut Amount
divided by the Aggregate Outstanding Amount of the Class A-1 Notes
and Class A-2 Notes to be greater than or equal to the required
amount set forth in Section 5.1(i) f the Indenture dated Aug. 31,
2006.  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.  Because of this uncertainty, the rating of Class A-1 Notes
issued by MKP CBO VI, Ltd. is on review for possible further
action.


MOHAMMAD GHARBI: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Mohammad H Gharbi aka Mike H Gharbi
         Fatemeh Gharbi
         9009 O'Connor Dr.
         Austin, TX 78717

Bankruptcy Case No.: 08-11023

Chapter 11 Petition Date: June 2, 2008

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  e-mail: martinec@mwvmlaw.com

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

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

A list of its 14 largest unsecured creditors with claims less than
$51,000 is available for free at:

          http://bankrupt.com/misc/twb08-11023.pdf


MOSAIC CO: Fitch Upgrades Ratings to BBB from BB+  
-------------------------------------------------
Fitch has upgraded these ratings of The Mosaic Company and its
subsidiaries, with a Stable Outlook:

The Mosaic Company
-- Issuer Default Rating to 'BBB' from 'BB+';
-- Senior secured revolver to 'BBB+' from 'BBB-';
-- Senior secured term loan to 'BBB+' from 'BBB-';
-- Senior unsecured notes to 'BBB' from 'BB+'.

Mosaic Global Holdings
-- IDR to 'BBB' from 'BB+';
-- Senior unsecured notes and debentures to 'BBB' from 'BB+'.

The ratings for Phosphate Acquisition Partners LP and Mosaic
Colonsay ULC are withdrawn, as no material indebtedness remains
outstanding.

The worldwide demand for wheat, soybeans and corn, working its way
back through the supply chain, has increased the demand for
phosphate and potassium based fertilizers.  This increased demand
has combined with a weak U.S. dollar to produce strong revenues
for Mosaic.  In year-over-year comparisons of average product
prices in the company's third quarter, the prices for diammonium
phosphate almost doubled while muriate of potash jumped 53%.  
Revenues for the first nine months increased 55% year over year,
operating profits before taxes soared more than six-fold, and
fertilizer prices are even higher on current spot markets.  Mosaic
has put these fortunes to good use, reducing debt by $707 million
over the first nine months of its current fiscal year while
increasing cash by $714 million.

A poor start to the spring growing season may push the sales of
some product into the fall, but nothing is likely to stand in the
way of increased near-term profits and cash flow.  The next
headwinds, if they appear, may come in 2010 when increased
production capacities come on-stream in the Middle East, Canada,
Belarus and Russia - these could deflate prices.  However, what
has already occurred will likely not be undone, and Mosaic is
using a portion of its cash flow to reinvest in its competitive
positions through low-cost production.  By the end of Mosaic's
fiscal 2009, Fitch projects that the company will have accumulated
cash reserves in excess of $3 billion.

Cargill, Incorporated (Cargill and Mosaic's 64% shareowner) has
seen its investment grow more than three and one-half times over
the past year.  So far Cargill has made no moves to capitalize on
its investment.  Mosaic supplies Cargill a small amount of
fertilizer, and the companies are linked in a few marketing
ventures. In late October 2008, standstill provisions will expire,
and Cargill will be free to petition for increased Board
membership.  In and of itself this will not warrant a change in
Mosaic's debt ratings.  However, moves to monetize Cargill's
investment through the use of leverage in Mosaic's capital
structure would have ratings' implications.

Mosaic is the No. 1 producer of phosphate fertilizers and the No.
2 producer of potassium based fertilizers in the world.  Mosaic
earned approximately $2.37 billion in operating EBITDA on
$8.03 billion in sales over the latest 12 months ending Feb. 29,
2008; the company had $1.65 billion in debt and $1.13 billion in
cash at that time.


MOVIE GALLERY: Outlines Consummated Transactions Under Ch. 11 Plan
------------------------------------------------------------------
In light of Movie Gallery Inc. and its debtor-affiliates'
emergence from bankruptcy on May 20, 2008, the Reorganized Debtors
consummated the transactions contemplated by their Second Amended
Joint Plan of Reorganization, which was confirmed by the Court on
April 10.

In a regulatory filing with the U.S. Securities and Exchange
Commission dated May 28, 2008, the Reorganized Debtors disclosed
that on the Plan Effective Date:

   (a) Movie Gallery's old common stock and other equity
       interests existing immediately prior to the Effective Date
       were canceled.  

       The Reorganized Debtors will issue:

          -- 7,544,460 shares of common stock, par value $0.001
             per share to holders of 11% Senior Note Claims;

          -- 8,251,498 shares to Sopris Capital Advisers LLC;

          -- 5,000,000 shares to Rights Offering participants;

          -- 115,000 shares to Sopris as its fee for providing
             the Backstop Commitment; and

          -- 60,000 shares of New Common Stock to Imperial
             Capital, LLC, for services rendered on behalf of the
             Official Committee of Unsecured Creditors.

       Movie Gallery will reserve (i) 2,395,540 shares of New
       Common Stock for future issuance to holders of allowed
       claims in Classes 7A, 7B and 7E under the Plan; and
       (ii) 2,828,226 shares for future issuance as grants of
       equity, restricted stock or options under a Management and
       Directors Equity Incentive Plan;

   (b) Movie Gallery will issue warrants to purchase:

          -- an aggregate of 1,229,815 shares of New Common Stock
             to 11% Senior Note Claimholders and for future
             issuance to holders of allowed Claims;

          -- an aggregate of 86,250 shares to Sopris pursuant to
             the Seasonal Overadvance Facility; and

          -- an aggregate of 2,001,289 shares of New Common Stock
             to lenders under the Exit Facility;

   (c) Movie Gallery entered into a Registration Rights Agreement
       with Sopris and its affiliates relating to the shares of
       New Common Stock and New Warrants;

   (d) Movie Gallery's 11% senior notes due May 1, 2012, and
       9.625% senior subordinated notes due March 15, 2011,
       outstanding debt securities of Movie Gallery were
       canceled, and the indentures governing the debt
       securities were terminated;

   (e) the $150,000,000 secured super-priority debtor-in-
       possession credit and guaranty agreement with Goldman
       Sachs Partners, L.P., The Bank of New York and other
       lenders was terminated, and the creditors under the DIP
       Agreement was paid in full in cash;

   (f) Movie Gallery entered into:

          -- the Amended and Restated First Lien Credit and
             Guaranty Agreement with a syndicate of lenders,
             Wilmington Trust Company and Deutsche Bank Trust
             Company Americas, as collateral agent, with a senior
             secured credit facility in an aggregate amount not
             to exceed $626,488,750, consisting of $602,988,750
             aggregate principal amount of term loans and
             $23,500,000 aggregate principal amount of letters of
             credit;

          -- the Amended and Restated Second Lien Credit and
             Guaranty Agreement with certain lenders and Wells
             Fargo Bank, which provides for term loans in an
             aggregate principal amount not to exceed
             $117,141,030;

          -- the Revolving Credit and Guaranty Agreement with
             various lenders, Sopris Partners Series A of Sopris
             Capital Partners, LP, The Bank of New York, and
             Deutsche Bank Trust Company Americas, which provides
             for revolving loans up to an aggregate principal
             amount of $100,000,000;

   (g) H. Harrison Parrish, John J. Jump, William B. Snow, and
       James C. Lockwood resigned from the Board of Directors,
       and were replaced by Robert Fiorella, Mark E. Holliday,
       Thomas B. McGrath, Steven D. Scheiwe, Richard L. Shorten,
       Jr., and Neil S. Subin, as chairman.
      
       The Audit Committee of the Board of Directors consists of
       Messrs. Holliday as chairman, Scheiwe, and Fiorella.  The
       Compensation Committee consists of Messrs. Shorten as
       chairman, Subin, and McGrath.  

       Joe Malugen was replaced as chairman, president and chief
       executive officer of the Company, and will remain on the
       Board of Directors following the Effective Date.

       Clarence J. Gabriel, Jr., 54, was appointed as president
       and chief executive officer of Movie Gallery;

   (h) the total number of shares of all classes of stock that
       Movie Gallery is authorized to issue is 62,000,000 shares,
       consisting of 60,000,000 shares of New Common Stock and
       2,000,000 shares of preferred stock, par value $0.01 per
       share.

Full-text copies of Movie Gallery's disclosures relating to its
emergence from Chapter 11 are available at no charge at:

              http://researcharchives.com/t/s?2d5a

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 29; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MTI GLOBAL: Completes $7 Million Debt Financing with Wellington
---------------------------------------------------------------
MTI Global Inc. (TSX:MTI) said that it has closed a $7 million
subordinated debt financing with Wellington Financial LP, which
satisfies the forbearance agreement with its principal Canadian
bank.

Approximately $2.55 million of the proceeds will be used to repay
the existing bank term loan, with the remaining funds to be used
for general working capital, net of transaction fees.

"We are pleased to have Wellington Financial LP as a new financial
partner as we enter into this very important and positive phase of
our operational turnaround," said Bill Neill, MTI Global's
President and Chief Executive Officer. "The financing ensures that
the Company has satisfied its obligations under the forbearance
arrangement and has entered into a restated and amended normal
credit agreement with the bank. Most importantly, we can now fund
the corporate changes necessary to simplify MTI Global's
operations, drive plant efficiencies, and focus on profitable
growth going forward."

MTI Global entered into an amended forbearance agreement with its
bank dated February 22, 2008 pursuant to which the Company had
until May 31, 2008 to amend its credit facility with the bank,
which date was subsequently extended to June 3, 2008. The
agreement also committed the Company to raise sufficient capital
to repay the term loan then outstanding and meet other liquidity
needs.

                        Financing Details

The financing consists of a Series A Secured Debenture in the
principal amount of $7 million. The debenture will bear interest
at an annual rate of 12.75%. In conjunction with the financing,
the Company has issued 3,230,769 special warrants exercisable to
acquire an equal number of warrants, without payment of any
additional consideration. Each such warrant will be exercisable to
acquire one common share at an exercise price of $0.65 per share
at any time on or before June 3, 2013. $4.9 million of the
principal amount of the debenture is repayable in 24 months and
$2.1 million is repayable in 36 months. The maturity date of the
$4.9 million can be extended to 36 months at the request of the
Company provided it meets certain financial tests as determined
within 60 days of the original maturity date.

                  About Wellington Financial LP

Wellington Financial LP -- http://www.wellingtonfund.com/-- is a  
privately held specialty finance firm providing operating lines of
credit, term, venture and amortizing loans up to $40 million.
Wellington Financial LP is currently deploying a $400 million
investment program via its third fund. Wellington Financial LP is
managed by a partnership controlled by fund management and
Clairvest Group Inc. (TSX:CVG), who jointly have contributed a
large financial stake to Fund III. Limited partners include
several of Canada's largest institutional investors, crown
corporations, financial institutions and pension funds.

                         About MTI Global

Headquartered in Mississauga, Ontario, MTI Global Inc. (TSX: MTI)
-- http://www.mtiglobalinc.com/-- designs, develops and  
manufactures custom-engineered products using silicone and other
cellular materials.  The company serves a variety of specialty
markets focused on three main product categories: Silicone,
Aerospace and Fabricated Products.  MTI's Canadian manufacturing
operations are located in Mississauga, Ontario, with international
manufacturing operations located in Richmond and Buchanan,
Virginia; Pensacola, Florida; Bremen, Germany; and a contract
manufacturer venture in Ensenada, Mexico.  The company also has
sales operations in England and Sweden, and an engineering support
center in Brazil.


MUSICLAND HOLDING: District Court Rejects Trade Creditors Suit
--------------------------------------------------------------
The United States District Court for the Southern District of New
York affirmed a ruling by the U.S. Bankruptcy Court for the
Southern District of New York dismissing a complaint filed by
seven secured trade creditors of Musicland Holding Corp., various
report say.

The trade creditors sued Musicland's prepetition lenders to
recover $25,000,000, arguing that the Debtors wrongfully paid to
Harris Bank N.A. and its putative agent, Wachovia Bank, N.A.

The Trade Creditors are:

   * Buena Vista Home Entertainment, Inc.,
   * Cargill Financial Services International, Inc.,
   * Hain Capital Group, LLC,
   * Paramount Pictures Corporation,
   * Twentieth Century Fox Home Entertainment LLC,
   * UBS Willow Fund, LLC, and
   * Varde Investment Partners, L.P.

In 2007, Judge Stuart Bernstein of the U.S. Bankruptcy Court
dismissed the Trade Creditors' Complaint ruling that Wachovia Bank
did not breach an Intercreditor Agreement between Bank of New
York, in its capacity as agent for the Trade Creditors, and
Wachovia, as agent for the Revolving Lenders.

The Bankruptcy Court ruled that Wachovia did not tortuously
interfere with the Trade Creditor's contractual rights or
participate in the conversion of the Trade Creditors' collateral,
and that Harris N.A. was not unjustly enriched with the repayment
of the $25,000,000 supplemental Term Loan.

The Trade Creditors supplied the Debtors, on credit, music CDs,
DVDs, and similar and related merchandise for sale at the Debtors'
retail stores.  To induce the Trade Creditors to continue
supplying inventory, the Debtors entered into a security agreement
with the Trade Creditors in November 2003.  Concurrent with the
Security Agreement, the Intercreditor Agreement was entered into
among Bank of New York and Wachovia.

The Trade Creditors took an appeal from the Bankruptcy Court's
decision, as reported by the Troubled Company Reporter on
October 4, 2007.

                    About Musicland Holding

Based in New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products.  The
Debtor and 14 of its affiliates filed for chapter 11 protection on
Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064).  Kirkland
& Ellis represented the Debtors in their restructuring efforts.  
Hahn & Hessen LLP, represented the Official Committee of Unsecured
Creditors.  At March 31, 2007, the Debtors disclosed $20,121,000
in total assets and $321,546,000 in total liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation.  On Sept. 14, 2006, they filed an amended Plan and a
Second Amended Plan on Oct. 13, 2006.  The Bankruptcy Court
approved the adequacy of the Amended Disclosure Statement on Oct.
13, 2006.  The Debtor's Second Amended Joint Plan of Liquidation
was declared effective as of Jan. 30, 2008.


NEPTUNE INDUSTRIES: March 31 Balance Sheet Upside-Down by $1.8 MM
-----------------------------------------------------------------
Neptune Industries Inc.'s consolidated balance sheet at March 31,
2008, showed $1,653,588 in total assets and $3,466,246 in total
liabilities, resulting in a $1,812,658 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $969,550 in total current assets
available to pay $1,481,953 in total current liabilities.

The company reported a net loss of $445,664, on sales of $158,493,
in the third quarter ended March 31, 2008, compared with a net
loss of $853,431, on sales of $203,379, in the same period in
2007.

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?2d4d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and recurring deficiencies in working capital.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- through  
its subsidiaries, provides aquaculture technology primarily in the
United States.


NEW YORK CRANE: Bankruptcy an Option to Halt Suits, The Deal Says
-----------------------------------------------------------------
New York Crane and Equipment Corp. might opt to seek bankruptcy
protection to freeze lawsuits that have been filed against it, The
Deal's Jamie Mason says.  New York Crane could follow the
footsteps of companies saddled with asbestos-related lawsuits,
according to The Deal.

Andrew Henderson at The New York Times reports that prosecutors
are investigating a fatal crane collapse on East 91st Street on
Friday.  The prosecutors, NY Times relates, obtained warrants,
which allowed them to take documents and other information from
New York Crane's Brooklyn office.

NY Times says the company's insurers have acknowledged for the
first time that the crane's turntable -- the device that swivels
at the top of the tower -- was a rebuilt version of one removed
from another construction project on the West Side last spring
after a dangerous crack was discovered in a steel part.  According
to the report, Bill J. Smith, president of claims and risk
management for NationsBuilders Insurance Services, said New York
Crane had sent the damaged turntable to a welding company in New
Jersey for repair after the crack was discovered in May 2007.  The
cracked part and other aging components were replaced, and the
rebuilt turntable was welded back together, Mr. Smith said.

NY TImes says investigators believe that an inadequate weld on the
rebuilt turntable is the cause of last Friday's accident, which
killed two workers.

NY Times says NationsBuilders is 50% liable for any damages that
the company might be forced to pay.

A crane, which belonged to New York Crane, collapsed at another
construction in March.

The Deal says one woman in Staten Island has sued New York Crane
and the city of Manhattan for $25,000,000 after her husband was
killed in the March accident.  The company is likely to face more
lawsuits, The Deal says.


NIMAYA INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nimaya, Inc.
          fka FDBA InterEdge and FDBA CIBRIX Inc.
        7900 Westpark Drive, Suite T-300
        McLean, VA 22102

Bankruptcy Case No.: 08-12743

Type of Business: The Debtor is a privately held software
                  development company.  Its development operation,
                  Nimaya Technologies Private Limited, is located
                  in Hyderabad, India. See: http://www.nimaya.com/

Chapter 11 Petition Date: May 15, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry & O'Donnell, P.C.
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, VA 22030
                  Tel: (703) 273-1900
                  Fax: (703)273-6884
                  e-mail: kmo@henrylaw.com

Total Assets: $129,614

Total Debts:  $1,672,891

A copy of the Debtor's petition and a list of its 20 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/veb08-12743.pdf

The Debtor identified Washington Real Estate Investment Trust as
its largest unsecured creditor with an unliquidated claim
estimated at $449,051 relating to a lease for commercial office
space.  The rest of the claims are for $50,000 and below.


OGALLALA ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Ogallala Enterprises, Ltd.
        aka Ogalalla Enterprises, Ltd.
        aka Ogallalla Enterprises of Dalhart, Texas
        P.O. Box 1060
        Dalhart, TX 79022

Bankruptcy Case No.: 08-20247

Chapter 11 Petition Date: May 9, 2008

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Roger S. Cox, Esq.
                  (bankruptcy@sandersbaker.com)
                  Sanders Baker P.C.
                  P.O. Box 2667
                  Amarillo, TX 79105-2667
                  Tel: (806) 372-2020
                  Fax: (806) 342-5679

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


ONE HUNDRED: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: One Hundred Two North College, Ltd.
        208 South Green St., Suite 404
        Longview, TX 7560

Bankruptcy Case No.: 08-60490

Chapter 11 Petition Date: June 3, 2008

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Joshua P. Searcy, Esq.
                  P.O. Box 3929  
                  Longview, TX 75606
                  Phone: 903-757-3399
                  Fax: 903-757-9559
                  E-mail: jrspc@jrsearcylaw.com

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

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

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/ted08-60490.pdf


OPTION ONE: Faces Mass. Attorney General Suit for Loan Practice
---------------------------------------------------------------
Massachusetts Attorney General Martha Coakley's Office filed a
lawsuit in Suffolk Superior Court against Option One Mortgage
Corp., a subprime lender that originated thousands of loans in
Massachusetts, and its parent company, H&R Block Inc.   

The complaint alleges that Option One and H&R Block engaged in
unfair and deceptive conduct on a broad scale by selling extremely
risky loan products that the companies knew or would have known
were destined to fail to Massachusetts consumers.  

The complaint also alleges that the companies discriminated
against black and Latino borrowers in Massachusetts by charging
them higher points and fees to close their loans than similarly
situated white borrowers and by targeting black and Latino
consumers with marketing that pushed the sale of predatory loan
products.

"Unfair and deceptive lending practices such as those alleged in
the complaint have contributed substantially to the escalating
foreclosure crisis in Massachusetts, and across the nation," said
Attorney General Coakley.  "Marketing loan products that were
designed to fail not only harms individuals and families who are
struggling to afford their homes, but also has a negative impact
on neighboring homeowners and the community at large."

The complaint alleges that Option One and H&R Block's conduct in
selling and servicing mortgage loans has significantly contributed
to the foreclosure crisis in Massachusetts.  

The Attorney General's Office alleges that Option One and H&R
Block marketed loan products to Massachusetts borrowers with a
variety of risky features, which combined to pose an exceedingly
high possibility that the loans would result in foreclosure.  
Banking regulators and others have long considered loans to be
"predatory" when they are not underwritten based on a realistic
assessment of the borrower's ability to repay the loan.

Specifically, Option One and H&R Block allegedly marketed loans
with layers of risky features, including:

   * 100% Financing- Commonly referred to as 80/20 loans, the
      companies would offer two loans, one for 80% of the loan
      amount and another "piggyback" loan that constituted a 20%
      down payment.
    
   * 2/28 Loans with "Teaser Rates" - These loans, known as
     Adjustable Rate Mortgages consist of a lower fixed interest
     rate for a short-term time period, usually two years,
     followed by an increase to a higher, adjustable rate for the
     remaining 28 years, which is subject to further increases.  
     Borrowers were qualified for ARM loans based on only their
     ability to pay the initial "teaser rate," without regard to
     their ability to pay the higher, adjusted rate.  Brokers and
     agents for Option One often promised borrowers they could
     simply refinance before the ARM adjustment, without
     disclosing that such refinancing was entirely dependent on
     continued home price appreciation and other factors.  With
     no equity in their homes, many borrowers have been unable to
     refinance the loans.
    
   * "Stated Income," "No-Doc" or "Low-Doc" Loans- Borrowers often
     only needed to state their income, without providing any
     supporting documentation to obtain a loan.
    
   * Substantial Prepayment Penalties-Borrowers who wished to
     refinance for better terms were often penalized even after
     their introductory fixed rate period.
    
   * Lucrative Broker Incentives to Sell Expensive Subprime Loans
     - The companies often rewarded loan officers and mortgage
     brokers who sold risky loan products.  Specifically, Option
     One and H&R Block paid mortgage brokers compensation to place
     borrowers in loans with interest rates higher than those for
     which they qualified, and also offered lucrative financial
     incentives that encouraged loan officers to generate as many
     loans as possible for as much money as possible, without
     regard for whether the loans were affordable.  These bonuses,
     also known as "Volume Override Incentives" sometimes paid
     more than an additional $10,000 per month to loan officers.

The complaint further alleges that Option One and H&R Block
discriminated against black and Latino borrowers by charging them
higher points and fees at closing, and by targeting them with
special marketing campaigns that promoted predatory loan products.  

For example, Option One and H&R Block provided information to
their employees about how the limited choices available to these
borrowers made them good candidates for subprime loan products.  

Specifically, the companies encouraged employees and brokers to
focus on the "emerging markets" of black and Latino homebuyers,
who Option One and H&R Block described as having credit concerns,
a lack of familiarity with the credit system and difficulty
demonstrating conventional credit history.  

The companies also instructed loan officers and mortgage brokers
to partner with real estate brokers to who shared the same race or
ethnicity as minority borrowers and to work with "trusted groups
in the community" in order to sell H&R Block products.

H&R Block encouraged specific tactics such as visiting community
centers and houses of worship to target specific communities and
gain the confidence of potential black and Latino borrowers.

According to the complaint, rather than target fair and equal
loans to these "emerging markets," Option One and H&R Block used a
pricing policy, that encouraged employees and brokers to use
subprime loans even for prime-rated borrowers, and gave black and
Latino consumers more costly loan terms than those provided to
similarly situated white borrowers.  

The complaint alleges that across Option One and H&R Block loans
in Massachusetts, black and Latino borrowers were charged an
average of several hundred dollars more in points and fees than
other similar borrowers, resulting in millions of dollars of total
excess fees.  

The price disparity is not explained by borrower credit scores or
other risk-related characteristics or the amount of the loan, the
overall cost of the loan, or variation in other components of the
price of the loan, such as the note rate.  In some instances, the
black or Latino borrowers paid double in points and fees than
white borrowers paid.

"A borrower would be able to obtain a loan based upon
creditworthiness alone and not because of his or her ethnicity,"
Attorney General Coakley said.  "Our office will continue to
enforce civil rights laws in order to keep discrimination out of
the mortgage lending process."
              
Option One made more than 30,000 loans in Massachusetts between
2004 and 2007.  Over 5,700 of these loans were made to black and
Latino borrowers.

Option One no longer issues mortgages for residential properties
in Massachusetts.  It  continued to service thousands of mortgage
loans held by Massachusetts homeowners, until last month, when
the rights to service those loans were purchased by American Home
Mortgage Servicing Inc., of Irving, Texas, which was also named as
a defendant in the complaint.

According to the complaint, Option One and H&R Block were engaged
in other unlawful practices in servicing the loans, such as
failing to credit borrowers for payments, demanding excessive fees
to avoid foreclosure, and pressuring borrowers who were delinquent
to enter into unfair "Forbearance Agreements," which would allow
the lender to foreclose if the borrower missed a payment by even
one day.

The Attorney General's Office is seeking a Preliminary Injunction
to restrict Option One's ability to foreclose on Massachusetts
borrowers and anticipates a hearing to be scheduled on the court
order in the near future.  

The Attorney General's Office is seeking civil penalties,
restitution and an injunction, which would prohibit Option One and
American Home Mortgage, the servicer of most loans originated by
Option One, from selling or transferring any Massachusetts
mortgages and from foreclosing on any Massachusetts loan without
giving the Attorney General's Office a 90-day opportunity to
review the loan transaction and object to the foreclosure.

The Attorney General's Office has also asked the court to order
the defendants to modify existing loans to remedy the unfair and
deceptive origination conduct by Option One.  Additionally, the
Attorney General's Office has asked the court to enter an order
preventing Option One and the other defendants from any further
discrimination in mortgage lending, requiring them to provide fair
lending training to employees, and test and report on any racial
disparities in lending-related activity.

In October 2007, the Attorney General's Office filed a similar
case against California-based Fremont General and Fremont
Investment and Loan, alleging similar misconduct.  

In that case, the Superior Court granted the Commonwealth's
requests for injunctions that prohibit Fremont from initiating or
advancing foreclosures on loans that are "presumptively unfair,"
and from assigning or selling Massachusetts loans owned by
Fremont, or the servicing obligations on those loans, unless the
buyer agrees in writing to be bound by the obligations set forth
in the Court's injunction.  

In issuing the injunction, the Court made a preliminary finding
that the Attorney General is likely to prevail in proving that
many of the loans issued by Fremont were unfair and in violation
of the Consumer Protection Act.  The trial judge's decision was
upheld on an appeal to a single Justice of the Appeals Court.

The action filed today against H&R Block and its subsidiaries,
however, is the first lawsuit filed by a state's Attorney
General's Office alleging civil rights claims against a subprime
lender in the wake of the subprime lending crisis.

The lawsuit is part of Attorney General Coakley's multifaceted
initiative to combat the foreclosure crisis and predatory and
discriminatory lending practices.  In addition to the enforcement
actions against Fremont and Option One, this initiative has
included:

   * Implementing new consumer protection regulations governing
     mortgage brokers and lenders, which took effect in January
     2008;
    
   * Filing both criminal and civil actions against mortgage
     brokers who engaged in fraudulent practices;
    
   * Protecting vulnerable buyers from foreclosure-related schemes
     by bringing several enforcement actions;
    
   * Enacting emergency Consumer Protection Act regulations which
     barred "foreclosure rescue transactions" to protect
     homeowners from losing their homes in the scams; and
    
   * Testifying before the U.S. House of Representatives Committee
     on Financial Services about racial and ethnic disparities in
     mortgage lending.

Assistant Attorneys General Christopher Barry-Smith, David
Monahan, Gabriel O'Malley, and Gillian Feiner of Attorney General
Coakley's Consumer Protection Division, and Assistant Attorneys
General Maura Healey, Zoe Stark, and Anna-Marie Tabor of Attorney
General Coakley's Civil Rights Division, are handling this matter,
with assistance from Financial Investigator Christine Murphy,
Financial Analyst Bryan Lincoln, and Paralegal Chris Garcia-
Rivera.

                         About H&R Block

Based in Kansas City, Missouri, H&R Block Inc. (NYSE:HRB) --
http://www.hrblock.com/-- is a tax services provider, having     
prepared more than 400 million tax returns since 1955.  The
company and its subsidiaries reported revenues of $4.0 billion and
net income from continuing operations of $374.3 million in fiscal
year 2007.  The company has continuing operations in three
principal business segments: Tax Services (income tax return
preparation and related services and products via in-office,
online and software solutions); Business Services (accounting, tax
and business consulting services primarily for midsized
companies); and Consumer Financial Services (brokerage services,
investment planning and related financial advice along with full-
service consumer banking).  H&R Block markets its continuing
services and products under two leading brands -- H&R Block and
RSM McGladrey.

                        About Option One

Option One Mortgage Corporation -- http://www.oomc.com/-- is a    
residential mortgage loan servicer and subsidiary of H&R Block.  
Option One has specialized in servicing non-prime residential
mortgage loans, since 1995.

Option One Mortgage Corp. was the third largest subprime
originator for the third quarter of 2007, behind Wells Fargo Home
Mortgage and Countrywide Financial Corp., according to National
Mortgage News.  Option One originated $3,285,000,000 in subprime
loans during the quarter, down from $7,791,000,000 during the same
period in 2006, data compiled by National Mortgage News show.

Option One was the Top 4 subprime servicer at Dec. 31, 2007,
behind Countrywide, Chase Home Finance, and CitiFinancial.  Option
One serviced $55,098,000,000 loans as of Dec. 31, down from
$69,039,000,000 during the same period in 2006, National Mortgage
News data show.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Fitch Ratings took rating actions on Option One mortgage
pass-through certificates.  Any bonds that were previously placed
on rating watch negative were removed.  Affirmations total
$1.2 billion and downgrades total $356.6 million.

The rating actions were based on changes that Fitch has made to
its subprime loss forecasting assumptions.  The updated
assumptions better capture the deteriorating performance of pools
from 2007, 2006 and late 2005 with regard to continued poor loan
performance and home price weakness, said Fitch.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service has reviewed for downgrade 2 tranches,
downgraded 29 tranches, and upgraded 2 tranches from several 2002,
2004, and 2005 deals with loans originated by Option One Mortgage
Corporation.  The transactions consist of primarily first lien,
adjustable and fixed-rate subprime mortgage loans.


ORREX MEDICAL: Chapter 11 Plan Confirmed by Bankruptcy Judge
------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas confirmed the chapter 11 plan of Orrex
Medical Technologies LLP at a May 30, 2008 hearing, The Deal
reports.

The Debtor's plan contemplates on satisfying $35,000 of the
$457,000 owed to limited partner and prepetition lender, Arbor
Lane LLC, based on the report.  In its disclosure statement, the
Debtor said it owes $83,203 in secured taxes and $7,316 in
unsecured priority taxes, The Deal adds.

The Deal, citing court filings, says that the Debtor also
disclosed about $1.5 million in unsecured nonpriority claims,
$385,000 of which will be released by non-insider partner lenders.  
The claims of non-insider partner lenders will be considered
junior to unsecured claims, the report reveals.

In addition, the Debtor owes its retained professionals about
$35,000 and has no administrative debt, The Deal says.

Based on the report, the Debtor was forced into bankruptcy by its
partner after it failed to pool $1.3 million required to sell its
products.  The Debtor's partner, jointly liable for its debts,
decided to file the petition to stave off a foreclosure action by
Arbor Lane.

On Feb. 20, Judge Rhoades gave the Debtor permission to sell its
assets to Ortho GP LLC for $500,000, according to The Deal.

Orrex Holdings LLC, general partner and landlord, filed an
involuntary chapter 11 petition against Orrex Medical
Technologies, LLP in Sanger, Texas on Feb. 14, 2007 (Bankr. E.D.
Texas Case No. 07-40287).  The Debtor manufactures medical
supplies specifically for surgery.  E.P. Keiffer, Esq., at Hance
Scarborough Wright Ginsberg & Brusilow, represents the petitioner.  
Robert T. DeMarco, Esq., at Boyd Vogel PC, represents the Debtor.  
The Debtor listed total assets of $2.4 million and total
liabilities of $1.4 million, as of the bankruptcy date.


PARK PLACE: S&P Lowers Ratings on Two Certs. from CCC 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


PARK PLACE: Fitch Chips Ratings on Four Classes of Notes
--------------------------------------------------------
Fitch Ratings has taken rating actions on four Park Place
Securities Inc. Net Interest Margin Trusts.

Park Place NIM Trust, Series 2004- MHQN1:
-- $2.6 million class F downgraded to 'C/DR6' from 'B'.
    Underlying transaction: Park Place Securities Inc. 2004-MHQ1

Park Place NIM Trust, Series 2005-WCHN1:
-- $2.6 million class B downgraded to 'C/DR6' from 'BBB-';
-- $4.8 million class C downgraded to 'C/DR6' from 'BB+';
-- $10.2 million class D downgraded to 'C/DR6' from 'B'.
    Underlying transaction: Park Place Securities Inc. 2005-WCH1

Park Place NIM Trust, Series 2005-WHQN1:
-- $4.3 million class A downgraded to 'C/DR6' from 'BBB-';
-- $9.2 million class B downgraded to 'C/DR6' from 'B';
-- $4.6 million class C remains at 'C/DR6'.
    Underlying transaction: Park Place Securities Inc. 2005-WHQ1

Park Place NIM Trust, Series 2005-WHQN4:
-- $8.3 million class A downgraded to 'C/DR6' from 'B'
-- $4.2 million class B remains at 'C/DR6';
-- $7.3 million class C remains at 'C/DR6'.
    Underlying transaction: Park Place Securities Inc. 2005-WHQ4

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.


PERFORMANCE TRANS: Certain Lenders Want Cases Converted to Ch. 7
----------------------------------------------------------------
The CIT Group/Business Credit, Inc. and Bayerische Hypo-und
Vereinsbank AG, New York Branch, as the revolving loan lenders
under the First Lien Credit and Guaranty Agreement of Performance
Transportation Services Inc. and its debtor-affiliates, ask the
U.S. Bankruptcy Court for the Western District of New York to
convert the Debtors' jointly administered Chapter 11 Cases to
cases under Chapter 7.

Jonathan Helfat, Esq., at Otterbourge, Steindler, Houston &
Rosen, P.C., asserts that Debtors' Chapter 11 cases should be
converted to cases under Chapter 7 of the Bankruptcy Code to
avoid any further an unnecessary erosion of the Revolving Loan
Lenders' collateral by paying for going concern business expenses
for a failed business.

Mr. Helfat points out that pursuant to the Bankruptcy Code, the
Debtors' Chapter 11 cases must be converted to Chapter 7 cases
because:

   a. During the Chapter 11 cases, the Debtors' businesses have
      sustained substantial losses and the Debtors' projections
      indicate the losses will only increase going forward;

   b. There has been substantial and irrevocable diminution in
      the value of the Debtors' assets during the Chapter 11
      Cases, including the value of their most significant asset   
      -- their fleet of transportation rigs; and

   c. There is no reasonable likelihood that the Debtors will be
      able to rehabilitate their businesses as neither the
      Debtors nor anyone else can correct the factors causing
      the Debtors' substantial losses or the ongoing
      deterioration of the value of their Fleet.

Mr. Helfat further says the Debtors have run out of money and the
Chapter 11 cases are administratively insolvent.  They have fully
drawn down on the $15,000,000, priming lien debtor-in-possession
financing facility with Black Diamond Commercial Finance LLC.  
The DIP Facility expired on May 19, 2008 and the Debtors are
presently in payment default thereunder.  The Debtors are
currently operating under a cash collateral stipulation,
which provides for the use of cash collateral through June 4,
2008 but, in any regard, the Debtors admit their financial
projections indicate they will run out of cash on or about the
third week in June 2008.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Wants DIP Financing Increased to $17.5 Million
-----------------------------------------------------------------
Performance Transportations Services Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York's authority to obtain $2.5 Million in additional
secured superpriority postpetition financing under their existing
senior secured superpriority postpetition financing facility.

As reported in the Troubled Company Reporter on Feb. 8, 2008, the
Debtors obtained authority from the Court to borrow, on a final
basis, up to an aggregate principal or face amount of $15 million
under the postpetition secured revolving credit facility with
Black Diamond Commercial Finance LLC, as administrative agent for
itself and the DIP Lenders.

The DIP Facility matured on May 19, 2008, terminating the
Debtors' right to use the Cash Collateral.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
says, in light of the Debtors' immediate need for additional
postpetition financing to continue to operate as a going concern
and to complete their restructuring efforts for the benefit of
their estates, the Debtors have determined that:

   -- it is in the best interest of the Debtors and their estates
      to continue to seek alternatives to liquidating the
      Debtors' assets; and

   -- the Additional Financing is essential to the Debtors'
      strategy for emerging from their chapter 11 cases.

Mr. Graber relates that as a result of the occurrence of the
revolving commitment termination date and the Maturity Date, the
Debtors no longer have access to the financing necessary to
continue their operations and complete their restructuring
efforts.  It is, therefore, essential that the Debtors obtain
immediate additional postpetition financing and continued
authority to use Cash Collateral.  Otherwise, the Debtors will
not be able to operate their businesses, and the going concern
value preserved by the Debtors' efforts to date will be in
immediate jeopardy, Mr. Graber avers.

Due to the Debtors' urgent need for additional post-petition
financing, the Debtors and the DIP Lenders have agreed to amend
the DIP Facility, pursuant to the terms and subject to the
conditions set forth in the Amendment.

Pursuant to the Amendment, the parties have agreed to, among
other things, extend the Maturity Date under the DIP Facility to
and including July 31, 2008, increase the Revolving Commitment
under the DIP Facility from $15,000,000 to $17,500,000, and
require the Debtors to provide the DIP Lenders and the
Administrative Agent with certain additional financial
disclosures.

The parties have agreed to amend the DIP Facility to provide
that:

   i. if on any date the Debtors will have in excess of
      $2,000,000 in Cash on hand in the aggregate after giving
      effect to disbursements that are being made on the date in
      accordance with the approved DIP budget, then on the date
      the Debtor will prepay the Loans to the extent necessary so
      that the Cash on hand does not exceed $2,000,000; and

  ii. any amount required to be paid will be applied to prepay
      the Loans on a pro rata basis, in accordance with the
      outstanding principal amount of the Loans, to its full
      extent, but will not permanently reduce the Revolving
      Commitments.

The parties have agreed to require the Debtors to provide certain
additional financial disclosures including (i) not less than
weekly, a report detailing the accounts payable aging and
accounts receivable aging for the Debtors and (ii) each Business
Day, a report containing the Cash balances of the Debtors.

The Debtors have agreed to satisfy conditions precedent prior to
the effectiveness of the Amendment:

   i. the Court will have authorized the Debtors to withdraw its
      membership from the National Automobile Transporters Labor
      Division and to reduce their unionized employees' wages by
      15% not later than June 4, 2008, or a later date as may be
      agreed to by the Administrative Agent in its discretion;
      and

  ii. The Plan Committee must have been established.

The DIP Lenders and the Debtors have agreed to additional events
of default:

   i. any material portion of the employees of any Credit Party,
      as determined by the Administrative Agent in its sole
      discretion, engages in a strike or work stoppage which
      continues for more than 24 hours;

  ii. the Plan Committee is disbanded, the membership or
      composition of the Plan Committee is changed without the
      prior written consent of the Administrative Agent, or the
      Borrower or the Guarantors limit or attempt to limit the
      powers, rights, duties, responsibilities or mandate of the
      Plan Committee;

iii. any Credit Party may agree to the terms of a new, or one or
      more modifications, amendments or supplements to the NMATA
      or the related health and welfare benefit obligations
      without any new agreement, or modification, amendment or
      supplement to the existing agreement and related
      obligations, first being approved by a written resolution
      of a majority of the independent directors of the Board of
      Directors for Holdings.

The Amendment also provides for the waiver by the Requisite
Lenders of certain Defaults and Events of Default related to the
Debtors' failure to:

   i. pay in full all Loans and other amounts owed under the DIP
      Facility with respect to the Loans and the Revolving
      Commitments no later than the Maturity Date;

  ii. maintain a minimum Consolidated Adjusted EBITDA within
      $300,000 of the budgeted amount for the months ended
      March 31, 2008 and April 30, 2008;

iii. maintain a minimum Consolidated Adjusted EBITDA within
      $600,000 of the budgeted amount for the cumulative periods
      ended March 31, 2008 and April 30, 2008;

  iv. maintain total disbursements, as identified in the Approved
      DIP Budget within 10% of the budgeted amount for the weeks
      ended April 26, 2008 and May 24, 2008

   v. maintain minimum net cash flow within $400,000 of the
      budgeted amount for the weeks ended April 26, 2008 and
      May 3, 2008;

  vi. meet the milestones set forth on the Credit Agreement, and

vii. deliver to the Administrative Agent, not later than the
      75th day following the closing date, control agreements
      with respect to the deposit and securities accounts of the
      Credit.

                       CIT and HVB: Debtors'
                       Business Is Hopeless

The CIT Group/Business Credit, Inc. and Bayerische Hypo-und
Vereinsbank AG, New York Branch, the revolving loan lenders under
the Debtors' First Lien Facility ask the Court to deny the DIP
Amendments.

Daniel F. Fiorillo, Esq., Otterbourg, Steindler, Houston & Rosen,
P.C., says the Debtors cannot satisfy their burden, under the
Bankruptcy Code, of proving that the CIT and HVB's interests will
be adequately protected in respect of the additional use of the
cash collateral or the priming lien financing.  He asserts that
the only adequate protection that the Debtors offer to the CIT
and HVB is the preservation of the so-called going concern value
of the Debtors' businesses.  

However, the Debtors fail to provide evidence as to how much the
going concern value is worth as compared with the orderly
liquidation value of the Debtors' assets, or how the Debtors
intend to realize upon the going concern value for the benefit of
their creditors.

Mr. Fiorillo relates the Debtors fail to submit a budget
demonstrating how they intend to use any of the $2,500,000 in
additional financing or projections establishing how the Debtors
intend to repay the Additional Financing.

The Debtors' Chapter 11 cases are beyond administrative
insolvency, and adding an additional $2,500,000 of senior
secured, super-priority administrative expense indebtedness
without any plan or feasible projections showing exactly how the
additional indebtedness benefits the estates is not justifiable
and should not be entertained by the Court, Mr. Fiorillo
maintains.

The Debtors are better off liquidating their assets now than
spending an additional $22,000,000 pay their monthly expenses and
survive another 60 days without any plan as to how their business
may be returned to profitability or a plan confirmed.

The CIT and HVB are not willing to take the risk and the Court
should not obligate them to do so.  The CIT and HVB seeks the
conversion of the Debtors' Chapter 11 Cases to Chapter 7 cases,
Mr. Fiorillo reminds the Court.

Keeping the Debtors' businesses alive offers no protection
to the CIT and HVB against the further diminution in the their
Collateral that would result from its continued use or the
granting of $2,500,000 additional financing, Mr. Fiorillo
maintains.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PIERRE FOODS: S&P Junks Corp. Credit Rating on Covenant Violation
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cincinnati, Ohio-based Pierre Foods Inc., including its corporate
credit rating to 'CCC+' from 'B'.  At the same time, Standard &
Poor's placed the ratings on CreditWatch with developing
implications, meaning that the ratings could be affirmed, raised,
or lowered following the completion of a review.  About
$368.9 million of total debt was outstanding at Dec. 1, 2007,
excluding operating lease obligations.
     
The downgrade and CreditWatch listing follow Pierre Foods'
announcement that it is in violation of its financial covenants
under its bank credit agreement as of the end of its fiscal 2008
fourth quarter ending March 1, 2008.
     
"The company's results have been negatively impacted by sharply
higher raw materials costs and challenging market conditions for
the processed food industry," said Standard & Poor's credit
analyst Rick Joy.  "This is the second time in the past nine
months that the company has violated its financial covenants, and
it is unclear what the company's plans are for seeking a remedy,
which we believe could include a bank waiver and/or amendment."
     
The company has stated that it has retained Perella Weinberg
Partners LP to assist it with evaluating strategic and
restructuring alternatives.  
     
"We are concerned about the company's liquidity position, given
that it has lost access to its $40 million revolving credit
facility due to the covenant violation," said Mr. Joy.
     
The company's current cash position is unclear as Pierre Foods has
delayed filing its financial statements for the year ending March
1, 2008.  Standard & Poor's will closely monitor Pierre Foods'
liquidity, as well as its efforts to address its covenant defaults
with its lenders.
     
"If Pierre Foods is unable to secure a covenant amendment and
waiver and restore access to its revolving credit facility, we
would consider lowering the ratings further," said Mr. Joy.  
"However, if the company is able to restore liquidity and adequate
cushion on its financial covenants, we could consider raising the
rating to 'B-'."
     
Standard & Poor's will review the company's prospects for
improvements in operating performance, along with restoration of
adequate liquidity and covenant cushion, before resolving the
CreditWatch listing.


PLASTECH ENGINEERED: Plan-Filing Period Extended to June 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extended, until June 11, 2008, the period within which Plastech
Engineered Products Inc. and its debtor-affiliates have the
exclusive right to file a plan of reorganization.

In addition, the Court set Aug. 4, 2008, as the deadline for
soliciting acceptances of that plan.

The Debtors, Goldman Sachs Credit Partners L.P., as Agent to the
Prepetition First Lien Term Loan Lenders, the Steering Committee
of First Lien Term Loan Lenders, the Official Committee of
Unsecured Creditors, and Chrysler LLC, had agreed to an extension
of the exclusive plan-filing period and the plan solicitation
period through these dates.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/         
or 215/945-7000)


PLASTECH ENGINEERED: Wants Reclamation Claims Tagged as Unsecured
-----------------------------------------------------------------
Plastech Engineered Products, Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
establish reclamation claims filed in their cases as general non-
priority unsecured claims, subject to the Debtors' right to object
to the unsecured claims.

The Debtors previously sought to reject 75 reclamation demands
from certain vendors and suppliers.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, says the reclamation claimants
will presumably seek administrative expense treatment pursuant to
Section 546 of the U.S. Bankruptcy Code on account of their
Reclamation Claims, which aggregate $17,800,000.

The Debtors are authorized under Section 546(h) -- subject
to the limitations imposed by any Court order and the prior
rights of holders of security interests in the goods or the
proceeds of the goods under (x) the Debtors' proposed DIP
financing, and (b) the prepetition secured financing agreements
to return to vendors goods that were delivered prepetition -- for
an offset of the purchase price of the goods against the vendors'
prepetition claims.

A list of the reclamation claims is available for free at:

              http://researcharchives.com/t/s?2d52

Mr. Galardi asserts that the Reclamation Claimants' rights have
no value under applicable state law and consequently are not
entitled to administrative expense treatment.  Citing In re
Collins & Aikman Corp., Case No. 05-55927, he says courts have
held that a creditor's reclamation rights are valueless and a
reclamation claimant is not entitled to receive an administrative
or secured claim under Section 546(c) in circumstances where a
secured creditor has a floating lien on all of the Debtors'
inventory and that lien exceeds the value of the inventory which
is the subject of the reclamation claim.

The Debtors also ask the Court to establish that the Reclamation
Claimants are not entitled to administrative expense treatment
with respect of their Reclamation Claims.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/         
or 215/945-7000)


PLASTECH ENGINEERED: Seeks to Sell Business and Misc. Assets
------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan to enter an order authorizing
the sale of one or all of their business units and other assets.

The Debtors seek the Court's permission to hold a June 16 auction
for the disposal of:

   -- their business units, which include (i) an interior and
      underhood business; (ii) a plastic-based automotive
      exteriors components business; (iii) an automotive stamping
      manufacturing business; and (iv) an carpet installation
      business; and

   -- miscellaneous assets, including:

      * 51% equity interest in TrimQuest LLC;

      * stock or equity interest in any or all of Plastech's
        direct or indirect subsidiaries;

      * any of their plants or facilities; and

      * any or all of their miscellaneous capital assets.

The Debtors also seek authority to assume and assign executory
contracts in connection with the sale.

The Debtors have maintained that a standalone reorganization plan
may provide their creditors and equity constituencies with
greater value than a sale of substantially all or some of their
businesses.  However, a standalone plan would likely have
required a significant litigation with Johnson Controls, Inc.,
regarding the terms of various agreements and outstanding
disputes in connection with those agreements, relates Greg M.
Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware.

Notwithstanding the Debtors' belief that they would be successful
in a litigation against JCI, their major creditor constituencies
pursued and ultimately favored the estates pursuing sale
transactions with respect to the Business Units, including a sale
of the Interiors Business to a newly formed company by JCI and
assets contributed by the Term Lenders as a result of a proposed
"credit bid".

Accordingly, consistent with their obligation to maximize value
for the creditors and their stakeholders, the Debtors temporarily
set aside pursuing litigation with JCI and held negotiations with
JCI; the Term Lenders; the Official Committee Committee of
Unsecured Creditors; and their other major customers Ford Motor
Company, Chrysler, LLC, and General Motors Corporation regarding
a potential sale to explore the value that the sales might bring
to the Debtors' estates and creditors.  Although no definitive
agreements have yet been reached, and any agreements would still
be subject to higher or otherwise better offers and an auction
process, Mr. Galardi notes.

A. Interiors Business

According to Mr. Galardi, the Debtors are currently negotiating
with JCI and the Term Lenders -- prepetition secured lenders owed
$265,000,000 under the First Lien Agreement and $100,000,000
under the Second Lien Agreement -- regarding a form of asset
purchase agreement that would provide for a sale of substantially
all of the assets of the Debtors Interiors Business to a newly
formed company formed by JCI and the Term Lenders.

Although subject to change, certain of the significant terms of
the Draft Interiors APA are:

     Consideration:        Cash in the amount of $[__] million
                           plus a credit bid by the Term Lenders
                           in a yet to be determined amount plus
                           the value of inventory and the
                           assumption of certain liabilities.

     Purchased Assets:     The Debtors' 51% interest in
                           Trimquest LLC, all of the fixed
                           assets located at the interiors
                           facilities (and Lansing, Michigan),
                           certain owned real property, certain
                           of the Debtors' corporate facilities,
                           inventory and Designation Rights,
                           i.e., the right to designate certain
                           of the Debtors' executory contracts
                           and unexpired non-residential real
                           property leases on or after the
                           closing date.

     Assumed Contracts:    All local collective bargain  
                           agreements covering the Interiors
                           Business facilities (and the Debtors'
                           Lansing facility) as well as the
                           National Agreement to the extent it
                           applies to or is incorporated into the
                           local collective bargain agreements as
                           well as other contracts and leases,
                           which will be identified more fully in
                           schedules to be subsequently filed
                           with the Court.

     Assumed Liabilities:  Cure costs, certain first priority
                           lien claims and other Debtor
                           obligations related to the Interiors
                           Business.

     Excluded Assets:      Accounts receivable, fixed and liquid
                           assets related to Business Units other
                           than the Interiors Business, and
                           actions under Chapter 5 of the
                           Bankruptcy Code.

     Closing Conditions:   No financing or due diligence
                           conditions; entry of various
                           orders and settlements; no
                           material breach of Debtors'
                           representations and warranties.

The National Agreement is a contract between Plastech and and the
International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America.  A successorship
clause under the National Agreement provides that Plastech will
not sell certain facilities, or any material part thereof, unless
the buyer of the facilities, as a condition to the sale, agrees
to hire the existing work force and assume the Agreement and all
letters and related agreements.

A draft of the Interiors APA is available for free at:

              http://researcharchives.com/t/s?2d4e

B. Exteriors Business Unit

The Debtors have commenced negotiations with and provided due
diligence materials to potential interested bidders for the
Debtors' Exteriors Business.  In connection therewith, the
Debtors provided certain interested parties with an asset
purchase agreement.

In connection with the solicitation, the Debtors expressed a
preference for bidders that would be prepared to maintain
operations at the facilities in which the Exteriors Business was
being conducted and in connection therewith assume any existing
local collective bargain agreements and maintain jobs.

At present, the Debtors continue to receive expressions of
interest in the Exteriors Business and are negotiating with
various parties regarding a proposed mark-up and form of asset
purchase agreement.  As of May 29, 2008, however, no agreement
has been reached with any potential purchaser of the Exteriors
Business, nor do the Debtors believe that there is sufficient
agreement on terms and conditions to warrant the filing of one
proposed agreement as opposed to another.  

In that regard, the Debtors believe it is important, however, to
disclose certain information:

     Assumed Liabilities:  Cure costs, certain first priority

     Facility Closings:    At present some or all of the
                           facilities (except Lansing) may
                           be closed and the potential
                           purchaser(s)' predominate interest is
                           in the machinery and equipment located
                           in the facilities.  In that regard,
                           the Debtors have provided WARN
                           notices to employees at the
                           facilities.

     Labor Matters:        Presently the Debtors anticipate that
                           they may need to reject any local
                           collective bargains covering the
                           Exteriors Business facilities. In that
                           regard, the Debtors maintain that the
                           anticipated Sale(s), as presently
                           structured, would not trigger the
                           Successorship Clause in the National
                           Agreement.

     Designation Rights:   Potential buyers have expressed an
                           interest in purchasing Designation
                           Rights to various executory contracts
                           and equipment leases.

Mr. Galardi notes the Successorship Clause is clear on its face
that it does not obligate the Debtors to require a purchaser to
assume the National Agreement unless there is a sale of "the
facilities, or any material part thereof."  The Debtors believe a
sale of the Exteriors Business will not include a transfer of the
Exteriors Facilities or any material part of the facilities.  
Accordingly, if the sale transpires as expected, the Debtors will
seek a finding that they have not violated the Successorship
Clause.

A copy of the Form Exteriors APA is available for free at:

              http://researcharchives.com/t/s?2d4f

C. Stamping Business

The Debtors have commenced negotiations with and provided due
diligence materials to potential interested bidders for the
Stamping Business.  In connection therewith, the Debtors provided
certain interested parties with an asset purchase agreement.  

In connection with the solicitation, the Debtors expressed
a preference for bidders that would be prepared to maintain
operations at the facilities in which the Stamping Business was
being conducted and in connection therewith assume any existing
local collective bargain agreements and maintain jobs.

At present, the Debtors continue to receive expressions of
interest in the Stamping Business and are negotiating with
various parties regarding a proposed mark-up and form of asset
purchase agreement.  As of May 29, however, no agreement has been
reached with any potential purchaser of the Stamping Business,
nor do the Debtors believe that there is sufficient agreement on
terms and conditions to warrant the filing of one proposed
agreement as opposed to another.

In that regard, the Debtors believe it is important for parties-
in-interest to be aware that presently bidders are interested in
purchasing the owned real property and maintaining operations at
two, if not all three of the Stamping Business facilities.

A copy of the Form Stamping APA is available for free at:

              http://researcharchives.com/t/s?2d50

D. Remaining Business Unit and Miscellaneous Assets

The Debtors continue to solicit interest in all of their
remaining assets, including the Carpet Business, as well as
financing for a standalone plan of reorganization.  If and when
any agreements are tentatively reached, the Debtors will file
notice of the agreements.

                 Executory Contracts and Leases

In connection with the potential Sale transactions, the Debtors
have been negotiating with the various interested parties
regarding which, if any, executory contracts and unexpired leases
of real property they wish to seek to have assumed and assigned
to them.

In addition, the Debtors have offered to sell or convey as part
of any transactions Designation Rights.

To facilitate the potential purchaser(s)' determination, the
Debtors have filed a separate request to fix the cure amounts
associated with the contracts and leases , so that the potential
purchasers can make a determination as to (i) which contracts to
have immediately assumed and assigned and (ii) which contracts
and leases the potential purchasers may wish to consider further
and exercise Designation Rights following the closing of any
Sale.

The Court has granted the Debtors' request to shorten the notice
on the Motion.  The hearing on the Motion is scheduled for
June 18, 2008, at 9:30 a.m. (Eastern).  Objections must be
received by June 11, 2008.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/         
or 215/945-7000)


PLAYA DEL RACING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Playa Del Racing, Inc.
        150 Gasoline Alley
        Indianapolis, IN 46222

Bankruptcy Case No.: 08-05521

Type of Business: The Debtor is a motor sports racing team.  See:
                  http://www.playadelracing.com/

Chapter 11 Petition Date: May 13, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                     e-mail: glh@hostetler-kowalik.com
                  Jeffrey A. Hokanson, Esq.
                     e-mail: jeff.hokanson@hostetler-kowalik.com
                  Hostetler & Kowalik, P.C.
                  101 W. Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: 317-262-1001
                  Fax: 317-262-1010

Estimated Assets: $100,001 to $500,000

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

A copy of the Debtor's petition and a list of its 20 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/insb08-05521.pdf

The Debtor identified RPM Inc. as its largest unsecured creditor
with a claim for $123,750 relating to advertising.  The rest of
the claims range from $1,000 to $85,660.


POWER GENERATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Power Generation and Engineering, Inc.
        736 Wakefield Ct
        Oakdale, CA 95361

Bankruptcy Case No.: 08-90957

Type of Business: The Debtor provides standby power and has a
                  large base of installed generators located at
                  major businesses throughout California. See:
                  http://www.pgei.net/

Chapter 11 Petition Date: May 21, 2008

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: David C. Johnston, Esq.
                  P.O. Box 3212
                  Modesto, CA 95353
                  Tel: 209-521-6260

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

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

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


PRECISION HEATING: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Precision Heating & Air, Inc.
        105 White Park Drive
        Dallas, GA 30132

Bankruptcy Case No.: 08-41491

Type of Business: The Debtor is a family-owned and operated
                  business that serves the heating and cooling
                  needs of Metro-Atlanta/West Georgia area since
                  1985.  See: http://www.precision-hvac.com/

Chapter 11 Petition Date: May 19, 2008

Court: Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  e-mail: pmarr@mindspring.com

Total Assets: $481,916

Total Debts:  $1,950,707

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
Mingledorff's Incorporated     account payable      $901,211.97
6675 Jones Mill Court
Norcross, GA 30092

Lennox Industries Inc.         account payable       190,163.68
PO Box 910549
Dallas, TX 75391-0549

American Express               credit card account   181,755.99
Customer Service                                      
PO Box 981535
El Paso, TX 79998-1535

GMAC                           title liens           154,717.74
                               on vehicles
                               value of security:
                               $149,550

R.E. Michel Company, Inc.      account payable        85,447.52

WF Business Direct             business line          58,937.25
                               of credit

Associated Equipment Company   account payable        51,535.98

Ford Credit                    title liens            44,949.85
                               on vehicles
                               value of security:
                               $38,000

Southern Pipe & Supply         consent order on       34,794.60
Company, Inc.                  civil action

Ferguson Enterprises Inc.      account payable        28,398.07

United Refrigeration Inc.      account payable        18,726.10

Chase                          credit card account    13,828.32

Quik Trip                      account payable         9,221.53

Trace Dillon, Esq.             agreement and           8,851.68     
                               promissory note
                               related to
                               account payable

Dealers Supply Company         account payable         5,421.65


CitiBusiness Card              credit card account     4,745.92

Staples Credit Plan            credit card account     3,799.27

Office Depot                   credit card account     3,565.54



PRIS-MM LLC: Case Summary & 32 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pris-mm, LLC
        1213 Mountain Road
        Joppa, MD 21085

Bankruptcy Case No.: 08-16398

Type of Business: The Debtor operates four local Damon's Grill
                  restaurants.

Chapter 11 Petition Date: May 8, 2008

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Robert B. Scarlett, Esq.
                  Scarlett & Croll, P.A.
                  201 N. Charles Street, Suite 600
                  Baltimore, MD 21201-4110
                  Tel: (410) 468-3100
                  Fax: (410) 332-4026
                  e-mail: RScarlett@ScarlettCroll.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 32 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb08-16398.pdf

The top three largest unsecured creditors are:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
Stellar Investments, LLC       DISPUTED             $840,000.00
1901 Cranbourne Road
Timonium, Maryland 21093

Sysco food Service                                  $449,021.47
P.O. Box 1099
Jessup, Md 20794

Balto. Co. Savings Bank                             $262,998.24
P.O. Box 397
Perry Hall, MD 21128-0008

The other creditors hold claims less than $50,000, which range
from $11.02 to $44,382.05.


QUANTUM CORP: S&P Changes Outlook to Stable After Weak 1Q Results
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based Quantum Corp. to stable from positive
following the company's weak first-quarter results and
expectations for continued weakness until new products gain
traction.  At the same time, S&P affirmed the ratings on Quantum,
including the 'B' corporate credit rating.
     
"The rating reflects the company's product concentration in legacy
tape-related storage, challenges to upgrade and update its product
offering, and high leverage," said Standard & Poor's credit
analyst Lucy Patricola.  "These factors are offset partially by
consistent cash flow generation, a good market position, and
adequate liquidity."
     
Quantum is a leading vendor of data backup, recovery, and archive
solutions.


RAIT CRE: Fitch Affirms 'BB' Rating on $35MM Class J Notes
----------------------------------------------------------
Fitch Ratings affirmed all classes of RAIT CRE CDO I, Ltd. and
RAIT CRE CDO I, LLC as:

-- $200,000,000 class A-1A notes at 'AAA';
-- $275,000,000 class A-1B notes at 'AAA';
-- $90,000,000 class A-2 notes at 'AAA';
-- $110,000,000 class B notes at 'AA';
-- $41,500,000 class C notes at 'A+';
-- $25,000,000 class D notes at 'A';
-- $16,000,000 class E notes at 'A-';
-- $22,000,000 class F notes at 'BBB+';
-- $20,500,000 class G notes at 'BBB';
-- $18,000,000 class H notes at 'BBB-';
-- $35,000,000 class J notes at 'BB'.

Fitch's affirmation of the above classes is based on the deal
maintaining an adequate reinvestment cushion and generally
remaining within its other transaction covenants.

Deal Summary:

RAIT CRE CDO I is a $1,018,000,000 revolving commercial real
estate cash flow collateralized debt obligation that closed on
Nov. 7, 2006.  As of the April 21, 2008 trustee report and based
on Fitch categorization, the CDO was substantially invested as:
commercial mortgage whole loans/A-notes (63.2%), commercial real
estate mezzanine loans (28.1%), commercial real estate preferred
equity securities (5.4%), and cash (3.4%).  The CDO is also
permitted to invest in REIT Debt.

The portfolio is selected and monitored by RAIT Partnership, LP.  
RAIT CRE CDO I 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 November 2011.

Collateral Asset Manager:

RAIT Financial Trust (RAIT; NYSE: RAS), is a specialty finance
real estate investment trust, that provides debt financing options
to the real estate industry, including bridge and mezzanine loans,
preferred equity investments, trust preferred securities and
subordinate debt for private and corporate owners of commercial
real estate, REITs, and real estate operating companies and their
intermediaries throughout the U.S. and Europe.

RAIT has 32 experienced real estate and investment professionals
on staff, nine of whom have prior CREL workout experience.  RAIT
has experience originating the types of loans contributed to the
CDOs.  The company has six originators and has originated more
than $4.6 billion in CREL investments since it started operations
in 1998.

Performance Summary:

Since the last review dated Sept. 25, 2007, the Fitch as-is
poolwide expected loss has increased to 34.750% from 33.000%.  As
a result, the reinvestment cushion, while remaining adequate, has
decreased to 3.625% from 5.375%, and is below average as compared
to other CRE CDOs.  The increased PEL is primarily attributable to
the addition of 37 new loans (6.6%), which have a higher weighted
average expected loss than the older loans in the pool; and the
payoff of eight loans (8.8%) that had a lower than average
expected loss.

Of the newly added collateral, 33 loans consist of highly
leveraged mezzanine loans (3.3%), three interests are preferred
equity positions (0.6%) and three are whole loans/A-notes (2.7%).  
The majority of the newly added mezzanine loans are backed by
older multifamily/manufactured housing properties.  Additionally,
many of the loans remaining in the pool since last review are
loans secured by assets in a state of transition that have not met
operating expectations.  Expected losses for these loans were
adjusted to account for stalled or delayed business plans.  
Overall, the Fitch stressed debt service coverage (DSCR) has
decreased slightly to 0.87 times from 0.90x at last review, while
the Fitch stressed loan to value has increased to 128.5% from
119.8% over the same period.

Finally, six loans (2.3%) are reported by RAIT to be 30 days or
less delinquent.  Additionally, subsequent to the issuance of the
April 2008 trustee report, two loans (1.0% of the collateral) were
repurchased from the CDO due to credit issues, one of which was
previously reported as 30 days delinquent.

As of the April 2008 trustee report, the weighted average spread
was 3.75% and the weighted average coupon was 9.164%.  While both
have decreased slightly from the last review, they are both well
above the covenanted WAS and WAC of 1.70% and 7.150%,
respectively.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the April 21,
2007 trustee report.

Collateral Analysis:

The majority of the collateral continues to be whole loans/A-
notes.  However, the percentage of whole loans/A-notes has
decreased to 63.2% from 71.1% at last review.  Most of the whole
loans/A-notes are secured by assets in a state of transition.  The
successful refinancing of these assets is tied to the
actualization of the borrower's business plans.

As of the April 21, 2008 trustee report, the CDO is within all
property type covenants.  Substantially all of the loans are
secured by traditional property types.  Multifamily loans continue
to comprise the largest percentage of assets in the pool at 44.6%,
up from the last review percentage of 43.1%.  Office properties
are the second largest percentage at 25.3%.  The CDO is also
within all of its geographic location covenants with the highest
percentage of assets located in Florida at 16.5%.  The portfolio
continues to be geographically diverse.

The pool has above average loan diversity relative to other CRE
CDOs.  Based on Fitch categorizations, the pool currently consists
of 134 loans and the Fitch Loan Diversity score is 216, compared
to the covenant of 333.


REBECCA ENGLE: Files for Chapter 11 in Arizona Amid Fraud Claims
----------------------------------------------------------------
The Associated Press reports that Rebecca Engle, a former Nebraska
City broker, who is accused of improperly selling risky
investments in several interrelated Florida companies filed for
chapter 11 bankruptcy protection before the U.S. Bankruptcy for
the District of Arizona on May 30, 2008.

According to the AP, the lawyers who are handling most of the
claims against Ms. Engle said the bankruptcy filing will delay the
lawsuits and arbitration claims against her, but that the filing
won't allow Ms. Engle to avoid paying investors if she will be
proven to have committed securities fraud.

The AP relates that more than 130 investors have asserted claims
against Ms. Engle, accusing her of defrauding investors of more
than $20,000,000.  One investor recently won $80,000 damages in an
arbitration order, the AP reports.

In documents filed with the Court, Ms. Engle disclosed assets
between $500,000 and $1 million, and estimated debts between $10
million and $50 million.

Ms. Engle's bankruptcy attorney, Albert H. Hartwell, Jr., in
Tucson, Arizona, declined to comment, the AP adds.


RELIANT ENERGY: S&P Lifts Ratings to BB- on Strong Fin'l Profile
----------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating of Reliant Energy Inc., and its subsidiaries Orion Power
Holdings Inc. and Reliant Energy Mid-Atlantic Power Holdings LLC
to 'BB-' from 'B'.  S&P also raised the rating on Reliant's
secured debt facilities, consisting of the $500 million secured
revolver, $250 million synthetic LOC facility, and $667 million
outstanding senior secured notes, to 'BB+' from 'BB-' and affirmed
the recovery rating on these facilities at '1', indicating a very
high expectation (90% to 100%) for recovery of principal in a
payment default scenario.

In addition, S&P raised the rating on Reliant's $1.3 billion
senior unsecured notes to 'BB-' from 'B', and affirmed the
recovery rating at '3', indicating a meaningful (50% to 70%)
recovery of principal in the event of a payment default.  At the
same time, Standard & Poor's raised the rating on Reliant's
subsidiary Orion's $400 million unsecured notes to 'BB+' from
'BB-'.  S&P also affirmed the '1' recovery rating on these notes,
and revised the outlook on Reliant and its subsidiaries to stable
from positive.
     
The ratings revisions reflect the strong ongoing and expected
improvement in Reliant's financial profile, credit-supportive
financial policies, robust merchant market conditions, and
expectations for stable cash flow generation at Reliant's retail
supply unit in Texas.  Reliant currently has about $3.4 billion in
debt and management has indicated that it considers its present
asset base capable of sustaining a "permanent debt" level of
$2.5 billion.
     
The outlook on Reliant is stable.  The stable outlook reflects
expectations that the current strong business conditions will
enable the company to maintain a financial profile consistent with
expectations for the rating.  Given the company's low leverage,
substantial cushion exists against a decline in commodity prices,
provided the company eventually institutes a prudent dividend
policy that is not based on continued, strong merchant market
conditions.
     
"Standard & Poor's could raise the ratings if the company realizes
its strong cash flow forecast and elects to repay substantial
amounts of debt beyond the $400 million Orion maturity in 2010,"
noted Standard & Poor's credit analyst Swami Venkataraman.  
"Rating risks will arise mainly from any acquisition activity,
potential carbon legislation, or a breakdown in risk management
that leads to substantial losses in the retail supply business,"
he continued.


R.E. SHORT SALES: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Real Estate Short Sales Inc.
        3580 Wilshire Boulevard, Suite 1730
        Los Angeles, CA 90010
        Tel: (213) 637-5672

Bankruptcy Case No.: 08-13229

Type of Business: The Debtor filed for Chapter 11 protection on
                  Oct. 5, 2007 (Bankr. C.D. Calif. Case No.
                  07-18538).

Chapter 11 Petition Date: May 19, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Rene W. Sanz, Esq.
                  Law Offices of Rene W. Sanz
                  3580 Wilshire Boulevard, Suite 1700
                  Los Angeles, CA 90010
                  Tel: (213) 388-2266

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its three largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Constante Investment Inc.                    $64,000
673 Romulo Street
Los Angeles, CA 90065

Los Angeles County Tax Collector             $31,000
225 North Hill Street
Los Angeles, CA 90012

Barcelona Towers Inc.                         $9,000
S.B.X. Lien Services
31194 La Baya Drive Suite 106
Westlake Village, CA 91362


RESIDENTIAL CAPITAL: Outlines Initiatives to Stabilize Liquidity
----------------------------------------------------------------
GMAC Financial Services and its wholly-owned mortgage subsidiary,
Residential Capital LLC, have outlined a series of initiatives
aimed at stabilizing the liquidity position of the mortgage unit
and pursuing sufficient funding to operate the business to comply
with covenants in its finance agreements.  The initiatives include
extending near-term debt maturities, refinancing credit
facilities, extending new facilities and the sale of assets.

GMAC and ResCap have been working with their banking partners on
plans to refinance various credit lines at both companies.  The
companies are currently in the process of finalizing the credit
facilities and expect to announce details shortly.

In May, ResCap launched private debt tender and exchange offers to
extend near-term maturities and provide financial flexibility.  
Interim results of the exchange were announced on May 21, 2008 and
reflected approximately 80% of notes tendered maturing 2008 - 2009
and approximately 63% of notes tendered maturing 2010 - 2015.  In
addition, GMAC disclosed that it is in negotiations to provide
ResCap with a new $3.5 billion senior secured credit facility.

Moreover, GMAC and ResCap have reached an agreement for GMAC to
contribute to ResCap approximately $250 million principal amount
of ResCap's Floating Rate Notes due June 2008, in exchange for
additional ResCap preferred units, which are exchangeable at
GMAC's option at any time after Jan. 1, 2009, subject to certain
conditions, into preferred units of IB Finance Holdings, LLC, the
owner of GMAC Bank.  GMAC also tendered approximately $93 million
principal amount of ResCap's 8.125% Notes due 2008, in exchange
for new notes.

As previously disclosed, in order to satisfy its liquidity needs
and comply with anticipated covenants to be included in new debt
agreements requiring maintenance of minimum cash balances, ResCap
believed it was required to consummate in the near term certain
asset sales or other capital generating actions over and above its
normal mortgage finance activities and previously budgeted asset
sales to provide additional cash of approximately $600 million by
June 30, 2008.

In addition to such amount, ResCap now estimates that it may
require additional cash of up to approximately $1.4 billion to
meet its near term liquidity needs based upon internal cash
forecasts targeting sufficient cash surpluses and to satisfy its
anticipated cash covenants.  The additional cash requirement is
primarily the result of the inability to consummate certain asset
sales, due to adverse conditions, aggregating approximately $1.3
billion, which were previously included in its liquidity forecast
and expected to be completed by June 30, as well as other factors
(including the adverse movement of hedge collateral, decreases in
advance rates under certain of our bilateral facilities and fees
in connection with the amendment and extension of our bilateral
facilities).  There can be no assurance that ResCap's liquidity
needs will not be greater or less than currently anticipated as a
result of additional factors and events.  If liquidity needs are
greater, ResCap may be unable to independently satisfy its near-
term liquidity requirements.

Due to these increased near-term liquidity needs, and as part of
its refinancing activities, ResCap has reached agreements in
principle with GMAC LLC or its designee(s) and Cerberus Capital
Management, L.P. or its designee(s) to undertake the transactions
in order to satisfy such liquidity needs, as well as provide
additional cushion.

   (a) GMAC has agreed to acquire 100% of ResCap's resort finance
       business, including its subsidiary, RFC Resort Funding,
       LLC, for a cash purchase price equal to the fair market
       value of the business.  The Resort Finance business is not
       part of the primary collateral securing the proposed senior
       secured credit facility with GMAC or the notes being
       offered in ResCap's private exchange offers.  The initial
       purchase price will be equal to 90% of the net book value
       of the Resort Finance business at closing, less outstanding
       indebtedness under both the related GMAC secured credit
       facility and a third-party credit facility funding the
       Resort Finance business as of such date.  On June 3, 2008,
       ResCap will receive an initial deposit of $250 million,
       representing approximately 73.5% of the net book value of
       the Resort Finance business.  The fair market value of the
       Resort Finance business will be determined by one or more     
       independent, third-party valuations.  If the fair value is
       independently determined to be greater or less than the net
       book value of the business, GMAC and ResCap will promptly
       settle the difference between such amounts.  As of April
       30, 2008, the net book value of the Resort Finance business
       was $1,445 million; and, as of May 30, 2008, outstanding
       indebtedness under the GMAC secured credit facility was
       $730 million and outstanding indebtedness under the third-
       party credit facility was $375 million.  The purchase
       agreement will contain representations, covenants and
       indemnities that are customary for similar types of
       transactions and consummation of the purchase of the Resort
       Finance business is subject to customary closing
       conditions.  This transaction is expected to close within
       15 business days following the date ResCap receives the
       initial deposit of $250 million.

   (b) RFC and GMAC Commercial Finance, LLC have agreed to enter
       into a Receivables Factoring Facility, pursuant to which
       certain receivables due from mortgagors with respect to
       which RFC has made servicing advances will be purchased
by        
       GMAC CF from RFC on a non-recourse basis, excluding
       collection services.  The servicing advances are part of
       the primary collateral securing the proposed senior
secured        
       credit facility with GMAC and the new notes being offered
       in ResCap's private exchange offers, and the proceeds from
       the Receivables Facility would be reinvested in additional
       servicing advances that would be primary collateral.  The
       maximum aggregate amount of receivables to be purchased
       pursuant to the Receivables Facility will be equal to the
       lesser of (1) $600 million and (2) the aggregate amount of
       eligible receivables less a commercially reasonable
       discount rate and reserves.  The Receivables Facility will
       mature one year from closing, subject to early termination
       for customary events of default.  The Receivables Facility
       contains representations, covenants and indemnities that
       are customary in similar facilities and is subject to
       customary closing conditions.  This transaction is expected
       to close no later than June 15, 2008, and $500 million of
       receivables is expected to be sold in June 2008.

   (c) Cerberus has committed to purchase certain assets of ResCap
       with a carrying value of approximately $475 million for
       consideration consisting of $225 million in cash and a
       Series B junior preferred membership interest in a newly-
       formed entity, which will not be a subsidiary of ResCap and
       the managing member of which will be an affiliate of        
       Cerberus.  Newco would purchase from ResCap model home
       assets of each of GMAC Model Home Finance, LLC, KBOne, LLC,
       LENOne, LLC, GMCMTH, LLC and WPSHOne, LLC through an
       acquisition of the equity of such entities and, if any such
       assets are not reasonably acceptable to Cerberus, such
       other assets as may be mutually acceptable.  To the extent
       that the Subject Assets include model home assets, such
       assets are part of primary collateral securing the proposed
       senior secured credit facility with GMAC and the new notes
       being offered in ResCap's private exchange offers, but the
       proceeds of which are subject to certain exceptions from
       the asset sale covenant under the proposed indentures
       governing the new notes.  If the Subject Assets are primary
       collateral, then, subject to the exceptions from the asset
       sale covenant, the sale proceeds would be applied in
       compliance with such indentures.

       For purposes of financing Newco's purchase of the Subject        
       Assets, Cerberus will enter into a term loan with Newco in
       a principal amount equal to the Cash Amount.  The term loan
       would bear interest at a rate of 15% per annum and would
       compound quarterly to the extent not paid in cash.  The
       term loan would mature on June 30, 2013 and be secured by
a        
       pledge of all of the assets of Newco.

       Cerberus will receive all of the Series A preferred
       membership interests of Newco in an aggregate amount equal
       to $10,000, plus all amounts contributed to Newco by
       Cerberus following the closing to fund expenses associated
       with the Subject Assets and their disposition.  The Series
       A senior preferred membership interests would be entitled
       to a preferred return equal to the difference between (I)
       the greater of (x) 20% of the Cash Amount and (y) a 20% per
       annum return on the aggregate amount of the initial $10,000
       investment, the Cash Amount and any additional capital
       contributions by Cerberus to Newco, compounded annually,
       and (II) the interest paid on the term loan.  Cerberus
       would also receive all of the common membership interests
       of Newco.

       The Series B junior preferred membership interest will be
       issued to ResCap with a liquidation preference equal to the
       difference (but not greater than $250 million) between the
       net book value at closing of the Subject Assets, as set
       forth in the books of ResCap, and the Cash Amount, which
       liquidation preference would increase by a preferred
return        
       of 20% per annum, compounded annually.  After payment in
       full of the term loan, the holders of the Series A senior
       preferred membership interests will be entitled to receive
       all distributions from Newco (whether from interest or
       principal payments, sale of assets or upon liquidation)
       prior to any distributions on the Series B junior preferred
       membership interests or any other membership interests.  
       Following payment of the return of the Series A senior
       preferred membership interests, ResCap would be entitled to
       receive full payment of the liquidation preference of the
       Series B junior preferred membership interests and then
       Cerberus, as holder of the common membership interests,
       would be entitled to receive any remaining surplus.

       ResCap will pledge all of the Series B junior preferred
       membership interests to secure the proposed senior secured
       credit facility with GMAC and the new notes being offered
       in ResCap's private exchange offers.

       Newco will be committed to effectuate the orderly sale of
       the Subject Assets in arms-length transactions through the
       retention of nationally recognized brokers.  The Subject
       Assets would be sold through an auction process or such
       other process as recommended by such brokers, and all sales
       of the Subject Assets would be subject to the approval of
       Newco's managing member.

       Cerberus' commitment is subject to customary closing
       conditions, including the consummation of ResCap's private
       debt tender and exchange offers.  This transaction is
       expected to close by June 5, 2008.

   (d) Cerberus has committed to purchase certain assets of ResCap
       at ResCap's option consisting of performing and non-
       performing mortgage loans and mortgage-backed securities
       for net cash proceeds of $300 million.  ResCap will
       commence identifying the assets proposed to be sold to
       Cerberus.  If Cerberus disputes that the fair market value
       of such identified assets is at least $300 million, ResCap
       may designate additional performing and non-performing
       mortgage loans and mortgage-backed securities for sale to
       Cerberus.  If requested by ResCap within 10 days following
       the sale of such assets to Cerberus, Cerberus would then
       sell such assets pursuant to an auction process, which in
       ResCap's discretion may be on an "As Is, Where Is" basis,
       and the auction sale of such assets will be consummated
       within 30 days following the asset sale to Cerberus.  To
       the extent that such assets are sold pursuant to such
       auction process for more than $300 million in net cash
       proceeds, Cerberus will make an equity contribution to
       ResCap of the excess amount, less the costs and expenses
       and net of taxes, if any, incurred by Cerberus in
       connection with such auction sale.  Cerberus' commitment is
       subject to customary conditions, including the receipt by        
       ResCap of a fairness opinion from a nationally recognized
       investment banking, accounting or appraisal firm.

In addition, ResCap intends, but is not obligated, to undertake an
orderly sale of certain assets of ResCap consisting of performing
and non-performing mortgage loans and mortgage-backed securities
in arms-length transactions through the retention of nationally
recognized brokers.  Cerberus has committed to make firm bids to
purchase the Auction Assets for net cash proceeds of $650 million.  
ResCap will commence identifying the Auction Assets.  If Cerberus
disputes that the fair market value of such identified assets is
at least $650 million, ResCap may designate additional performing
and non-performing mortgage loans and mortgage-backed securities
as Auction Assets.  The Auction Assets would be sold pursuant to
an auction process on an "As Is, Where Is" basis and such auction
process would be conducted in such manner as recommended by such
brokers.  If ResCap elects to undertake auction sales of the
Auction Assets, ResCap will conduct an auction on or prior to July
31, 2008 for certain of the Auction Assets and another auction on
or prior to Aug. 31, 2008 for the remaining Auction Assets.  
Cerberus' commitment is subject to customary conditions, including
the consummation of the sale of the Auction Assets on or prior to
Aug. 31, 2008.

ResCap has no obligation to undertake either of the "As Is, Where
Is" auctions.  The assets subject to such auction sales may or may
not be primary collateral securing the proposed senior secured
credit facility with GMAC and the new notes being offered in
ResCap's private exchange offers.  To the extent that such assets
are primary collateral, the proceeds from the sale of such assets
would then be applied in compliance with the proposed indentures
governing the new notes.

ResCap believes that each of the transactions complies with the
proposed indentures governing the new notes being offered in
ResCap's private exchange offers as if such indentures were in
effect and governing such transactions.  The consummation of each
of the transactions is subject to a number of conditions;
accordingly, there is no assurance that all of the transactions
will be consummated or that they will be consummated within the
timeframes.

                     About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                           *     *     *

As reported in the Troubled Company Reporter on May 6, 2008,
Moody's Investors Service downgraded to Ca, from Caa1, its ratings
on the senior debt of Residential Capital, LLC subject to the bond
exchange announced by ResCap on May 2, 2008.  The rating of
ResCap's approximately $1.2 billion of bonds maturing on June 9,
2008 was affirmed at Caa1.  All ratings remain under review for
downgrade.

Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were placed
April 24, 2008.

Fitch Ratings downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer.  Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.


RESIDENTIAL CAPITAL: GMAC Raises Funding to $1,200,000,000
----------------------------------------------------------
On June 1, 2008, GMAC LLC and Residential Capital, LLC, entered
into an amendment to a Loan and Security Agreement, dated as of
April 18, 2008, among GMAC LLC, as lender, and Residential Funding
Company, LLC and GMAC Mortgage, LLC, as borrowers.  The amendment
to the MSR Facility increases the maximum facility amount from
$750 million to $1.2 billion and increases the advance rate from
50% to 85%.  The other terms and provisions of the MSR Facility
will remain unchanged.  The collateral securing the MSR facility
is not part of the primary collateral securing the proposed senior
secured credit facility with GMAC or the new notes being offered
in ResCap's private exchange offers.  ResCap expects to draw
approximately $450 million under the amended MSR Facility on
June 3, 2008.

As reported in the Troubled Company Reporter on May 7, 2008,
ResCap disclosed that it is highly leveraged relative to its cash
flow, and its liquidity position has been declining.  According to
a Securities and Exchange Commission filing, ResCap said there is
a significant risk that the company will not be able to meet its
debt service obligations, be unable to meet certain financial
covenants in its credit facilities, and be in a negative liquidity
position in June 2008.  

As previously reported, ResCap anticipates that its new debt
agreements will include covenants to maintain minimum cash
balances.  To comply with these covenants and to satisfy its
liquidity needs, ResCap expects that it will be required, even if
it successfully implements all of the proposed actions, to
generate capital in the near term through asset sales or other
actions in addition to its normal mortgage finance activities, to
obtain additional cash of approximately $600 million by June 30,
2008.  This additional cash requirement is an estimate based upon
ResCap's internal monthly cash forecasts targeting sufficient cash
surpluses to prudently operate its business and remain in excess
of anticipated cash covenants.

TCR previoulsy disclosed that if ResCap is unsuccessful in
executing the financing transactions, including additional
liquidity actions, it would have a material adverse effect on
GMAC, which could result in a further impairment of GM's
investments in GMAC and could disrupt GMAC's ability to finance
GM's dealers and customers.

According to a U.S. Securities & Exchange Commission filing, GMAC
Financial Services and its wholly-owned mortgage subsidiary,
ResCap, have outlined a series of initiatives aimed at stabilizing
the liquidity position of the mortgage unit and pursuing
sufficient funding to operate the business to comply with
covenants in its finance agreements.  The initiatives include
extending near-term debt maturities, refinancing credit
facilities, extending new facilities and the sale of assets.

GMAC and ResCap have been working with their banking partners on
plans to refinance various credit lines at both companies.  The
companies are currently in the process of finalizing the credit
facilities and expect to announce details shortly.

                            About GM

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

                          About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors        
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                           About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As reported in yesterday's Troubled Company Reporter, Moody's
Investors Service downgraded to Ca, from Caa1, its ratings
on the senior debt of Residential Capital, LLC subject to the bond
exchange announced by ResCap on May 2, 2008.  The rating of
ResCap's approximately $1.2 billion of bonds maturing on June 9,
2008 was affirmed at Caa1.  All ratings remain under review for
downgrade.

Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were placed
April 24, 2008.

Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer.  Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.


REYNEN & BARDIS: Co-Owner Guaranteed $973,000,000 in Loans
----------------------------------------------------------
John Reynen, co-owner of Reynen & Bardis Communities, Inc., owes
$973,000,000 in various personally guaranteed loans taken out
during the housing boom, the Sacramento Business Journal reported,
citing court documents.

Reynen & Bardis spokesperson Michele McCormick told Builder Online
Mr. Reynan filed a personal chapter 11 petition in April to spare
the company.  Ms. McCormick disclosed to Builder that the company
has renegotiated and restructured about $200,000,000 in loans to
the business, and has a number of other restructuring processes
with lenders in the documentation phase right now.

"There's no question about it, but at this point, the outlook is
significantly brighter than it was several months ago," Builder
quotes Ms. McCormick as saying.  "The financial restructuring and
the votes of confidence from a number of lenders paint a far more
positive picture."

Builder reports that Reynen & Bardis has reduced its workforce
between 40% and 45% -- which is currently down to roughly 80 full-
time employees.

Ms. McCormick told Builder that Mr. Reynan's bankruptcy filing
allowed the company to reopen a number of subdivisions and try to
sell its homes.  According to Builder, the company is only
operating the subdivisions for which it has reached agreements
with its creditors, and is not building in many of its
communities.

Reynen & Bardis Communities Inc. -- http://www.rbcommunities.com/
-- has more than 35 years of experience in land planning and
homebuilding process relating to community amenities and home
design.  It employs about 180 workers.  The company controls about
23,500 home lots on 9,215 acres of real property in Sacramento.  
The partners of the company are John D. Reynen, an attorney and
developer, and Christo Bardis, a real estate broker.  Messrs.
Reynen and Bardis co-founded the company in 1969.

John D. Reynen filed for chapter 11 bankruptcy on April 23, 2008,
before the U.S. Bankruptcy Court for the Eastern District of
California in Sacramento (Case No. 08-25145).  Howard S. Nevins,
Esq., at Hefner, Stark & Marols, LLP, in Sacramento.  When he
filed for bankruptcy, he disclosed $50,000,001 to $100,000,000 in
estimated assets, and $500,000,001 to $1,000,000,000 in estimated
debts.


ROCHESTER SERVICE: Ch. 7 Case Conversion OK'd; Faces Foreclosure
----------------------------------------------------------------
The U.S. Bankruptcy for the District of Minnesota converted on
May 23, 2008, the chapter 11 case of Rochester Service Corp. to
one under chapter 7 of the U.S. Bankruptcy Code, the Post-Bulletin
of Rochester, Minn., reports.

In a separate order on April 30, the Court permitted mortgage-
holder MinnWest Bank to resume foreclosure proceedings on
Rochester Service's Trail Ridge Apartments, a 60-unit complex at
875 21st Ave. S.E. in southeast Rochester, Post-Bulletin adds.

Post-Bulletin's Jeff Kiger says the property is scheduled to be
sold at an Olmsted County Sheriff's Department auction on July 23,
2008, unless Rochester Service can resolve the $2.9 million owed
on the property.

Mr. Kiger says the Trail Ridge Apartments is facing foreclosure
for the second time in two years.

According to Post-Bulletin, Rochester Service, which is controlled
by Hyder Jaweed of North Oaks, Minn., faced foreclosure by
mortgage-holder MinnWest in August 2007.  Rochester Service
avoided it by filing for Chapter 11 bankruptcy, the report says.

Mr. Kiger says Rochester Service also owes $22,366 in property
taxes for 2007 and $897 for 2008.

Since 2005, Mr. Kiger relates, the complex has faced repeated
legal action and complaints from tenants and the city of Rochester
for housing violations like pest infestations and inadequate
windows.

According to Mr. Kiger, the Court appointed Spectrum Property
Management Co. as receiver earlier this year to manage the
property.  The report says Rochester Service has been managing the
property through its Equity One company since April, but before
that, Paramark Property Management had managed the complex since
August.

"We elected to leave because the owners were not able to or chose
not to do what they'd say they'd do," Mr. Kiger quotes Mike Busch
of Paramark, as saying. "We concluded the owners were not willing
or able to invest, and it needs investment."

Saint Paul, Minn.-based Rochester Service Corp., LLC, filed for
chapter 11 bankruptcy protection on July 23, 2007, before the U.S.
Bankruptcy Court for the District of Minnesota in St. Paul (Case
No. 07-32664).  Chad J. Bolinske, Esq., at Bolinske & Bolinske
PLLC, represents the Debtor.  When it filed for bankruptcy, the
Debtor disclosed $1,000,001 to $100,000,000 in estimated assets
and debts.


SAGEMARK COMPANIES: March 31 Balance Sheet Upside-Down by $$4.2 MM
------------------------------------------------------------------
The Sagemark Companies Ltd.'s consolidated balance sheet at
March 31, 2008, showed $7,003,000 in total assets, $11,066,000 in
total liabilities, and and $99,000 in minority interest, resulting
in a $4,162,000 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6,773,000 in total current assets
available to pay $10,961,000 in total current liabilities.

The company reported a net loss of $963,000, on total revenues of
$174,000, for the first quarter ended March 31, 2008, compared
with a net loss of $1,079,000, on total revenues of $195,000, in
the same period in 2007.

Management fee revenue was $157,000 and $195,000 for the three
months ended March 31, 2008, and 2007, respectively, and was
derived from services provided at the company's remaining PET
imaging centrer in Hialeah, Florida.

For the three months ended March 31, 2008, the company also earned
sublease income of $17,000 for the rental of premises to the
purchasers of PET LI and Queens Management.

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?2d47

                       Going Concern Doubt

Moore Stephens, P.C., in Cranford, N.J., expressed substantial
doubt about The Sagemark Companies Ltd.'s ability to continue as
agoing concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company continues to generate operating losses
and has a significant working capital deficiency as of Dec. 31,
2007.  

As of March 31, 2008, the company had a working capital deficiency
of $4,188,000 including net liabilities of $3,654,000 related to
discontinued operations.  The working capital deficiency includes
$5,452,000 of notes payable and $3,839,000 of capitalized lease
obligations substantially all of which are in default for
non-payment and because the company did not meet the minimum cash
balances or debt to equity ratio covenants required by some of its  
creditors.

                    About Sagemark Companies

Based in New York, The Sagemark Companies Ltd. (OTC BB: SKCO)
does not have significant operations.  For the past six years the
company has been engaged in the development and operation of
out-patient medical diagnostic imaging centers that feature PET
and PET/CT imaging systems which is used in the performance of
medical diagnostic imaging procedures used by physicians in the
diagnosis, staging and treatment of certain cancers, coronary
disease and neurological disorders.


SAKS INC: Fitch Lifts ID Rating to B+ from B on Strengthened Sales
------------------------------------------------------------------
Fitch Ratings has upgraded its ratings on Saks Incorporated as:

-- Long-Term Issuer Default Rating to 'B+' from 'B;
-- Senior secured bank credit facility to 'BB+/RR1' from
    'BB/RR1';

-- Senior unsecured notes to 'BB-/RR3' from 'B+/RR3'.

The Rating Outlook is Stable.  Saks had $507 million in debt
outstanding, including a $230 million 2% convertible note due
2024, as of May 3, 2008.

The upgrades reflect the improvements Saks has made to its
merchandise assortment, technology, and store base which have
resulted in strengthened comparable store sales and credit
metrics.  The ratings consider the company's internationally
recognized luxury franchise, significant real estate ownership,
and the expectation that Saks' sales trends will remain strong
relative to its industry peers in the near term.  These are
balanced against Saks' profitability levels that trail its peers
and its dependence on the New York market, with its flagship store
accounting for over 20% of sales in 2007, as well as the
competitive operating environment and the cyclical nature of
department store retailing.

The sale of its mid-tier regional department store chains in
2005/2006 enabled Saks to refocus on returning its luxury division
to profitability in 2007.  Saks has made aggressive investments to
improve inventory levels and broaden its merchandise offerings to
attract its core classic 'Park Avenue' customer back into the
store.  It has added high-end vendor shops, invested in areas such
as shoes and handbags and improved service levels.  In addition,
the company reintroduced moderate price points under its 'Saks
Fifth Avenue' label and in fall 2008 will reintroduce a previously
discontinued private label line, Real Clothes.  These merchandise
improvements have been supported by targeted capital investments
in its most productive stores and system upgrades, such as new
merchandising planning and point-of-sale systems.

As a result of these improvements and the significant contribution
of its New York store, Saks has reported the highest comparable
store sales growth among the luxury department store retailers
over the past seven quarters.  Saks reported comparable store
sales of 11.7% in 2007 and 8.4% in the first-quarter 2008
(mid-single digit excluding the promotional calendar shift).  
Strong comparable store sales growth and expense management has
allowed the company to generate a positive 3.0% operating EBIT
(excluding impairment and disposition of stores) margin in 2007
versus a negative 0.3% operating margin in 2006.

Improved operating results coupled with debt reduction following
the sale of the regional department store chains has resulted in
strengthened credit metrics.  Leverage measured by adjusted
debt/EBITDAR improved to 4.2 times (x) for the latest 12 months
ending May 3, 2008, from 6.8x times in 2006, while EBITDAR
coverage of interest and rents has improved to 2.4x from 1.4x,
respectively.

Fitch recognizes that sales could be pressured given the current
macroeconomic environment and the company's dependence on the New
York market.  However, Saks' sales trends are expected to remain
strong relative to its industry peers in the near term, and sales
productivity, which has lagged its luxury department store peers,
is anticipated to improve overtime.  As a result, barring any
prolonged weakness, operating margins should strengthen on
operational efficiencies and further leveraging of fixed expenses.

The ratings on the company's $500 million secured bank facility
(under which $468 million was available as of May 3, 2008) and
senior unsecured notes reflect their recovery prospects.  Fitch's
recovery analysis assumes a liquidation value in a distressed
scenario of $962 million.  Applying this value across the capital
structure results in outstanding recovery prospects (over 90%) for
the bank facility, which is secured by inventories and certain
receivables.  The recovery prospects for the senior unsecured
notes are good (50%-70%).  The company's significant real estate
holdings, which include its Fifth Avenue New York store, provide a
source of liquidity for the company.


SEA CONTAINERS: SCL Committee Says Pension Pact Not Important
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Ltd. rejected a proposed settlement resolving the pension schemes
issue in the Debtors' cases, saying that the settlement is not of
"paramount interest" to the Debtors' reorganization or to the
creditors.

The hearing to consider approval of the settlement among the
Debtors, the Official Committee of Unsecured Creditors of Sea
Containers Services Ltd., and the trustees of the Sea Containers
1983 Pension Scheme and the Sea Containers 1990 Pension Scheme,
resolving the Trustees' claims and other issues relating to the
Pension Schemes, commenced on May 28, 2008.

Prior to the scheduled hearing, the SCL Committee sought
permission from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to file under seal
its objection to the Pension Claims Settlement due to certain
confidential information.

Roberta A. DeAngelis, acting United States Trustee for Region 3,
however, informed Judge Carey that only a very small portion of
the SCL Committee's objection may be considered as truly
confidential.  She asserted that the request to file the
objection under seal is not supported by the U.S. Bankruptcy Code
or the Federal Rules of Bankruptcy Procedure.  Accordingly, Ms.
DeAngelis asked the Court to place narrow limits upon sealing the
documents.

On May 29, 2008, Judge Carey allowed the SCL Committee to file
its objection in redacted form.

The SCL Committee argued that the Pension Settlement would drain
the bankruptcy estate of Sea Containers Ltd. of $268,000,000,
consisting of $194,000,000 for the Pension Claim, $69,000,000 for
equalization reserve, and $5,000,000 for administrative claim.  

The SCL Committee asserted that the lion's share of the
Settlement Amount is based upon:

   -- a claimed U.K. statutory obligation that has not been
      triggered;

   -- contingencies that have not occurred, may never occur, and
      that have not been discounted for the likelihood that they
      will not occur;

   -- calculations based upon out-of-date data and "finger in the
      air" estimates; and

   -- a U.K regulatory notice obtained in violation of the
      automatic stay.

Counsel for the SCL Committee, Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, told Judge
Carey that the $199,000,000 to be paid directly to the Pension
Schemes "dwarfs" the appropriate measure of the Pension Claim, as
shown by four separate measures:

   (1) under the U.K. statutory provision that, given the actual
       status of the Pension Schemes is the appropriate basis to
       measure the Pension Claim, the Schemes' actuary calculated
       the deficit needed to meet the 1983 Scheme's obligations
       as they fall due at approximately half of what the Pension
       Settlement reflects;

   (2) SCL's actuaries advised that insurance could be obtained
       for a "Section 75 buy-out," which arises under Section 75
       of the Pensions Act 1995, of the Pension Schemes at scores
       of millions of pounds below the proposed Settlement
       Amount;

   (3) GBP50,000,000, or about half the proposed Settlement
       Amount, was proposed by a qualified insurance provider to
       buyout both Pension Schemes; and

   (4) the SCL Committee's experts have calculated the Pension
       Claim at approximately GBP35,000,000 in value.

The SCL Committee also argued that although the Pension Trustees'
prepetition contractual rights to contributions lie only against
Sea Containers Services Ltd., the proposed Pension Settlement
would allow the Pension Claim against the parent, SCL, hence, (i)
avoiding valid set-off rights that SCL has against SCSL for
intercompany claims, and (ii) a significant risk that the
Services Agreement between SCSL and SCL would not provide
indemnity for the delta between actual damages measure and the
Section 75 measure, which constitutes a penalty based on SCL's
financial distress.  In 1989, SCL and SCSL entered into the
Services Agreement, which provides that SCSL will furnish
management, administration and other services to SCL and various
affiliated operating companies, among other things.

Mr. Abbot also pointed out that the Pension Settlement is "an
improper sub rosa plan of reorganization."

The SCL Committee, hence, asked the Court to reject the Pension
Settlement arguing that it is in no way in the "paramount
interest" of SCL or its creditors, and falls far outside the
reasonable range of litigation outcomes as to be impermissible.

Bondholders Contrarian Capital Advisors, LLC, J.P. Morgan
Securities Inc., Credit Trading Group, Post Advisory Group, LLC,
Trilogy Capital LLC, and Varde Investment Partners, L.P., joined
in, and supported the SCL Committee's objection.

As previously reported, the Debtors did not deliver their plan of
reorganization to the Court by the April 15, 2008 deadline.  The
Debtors have previously noted that obtaining approval of the
Pension Settlement is a prerequisite to filing a Chapter 11 plan.

"[R]esolving the Debtors' pension scheme liabilities [is] a task
that must be completed before a viable Plan can be presented to
the Court," counsel for the Debtors, Edmon L. Morton, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
had said.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SECURITY INTELLIGENCE: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Security Intelligence Technologies Inc.
        145 Huguenot Street, Suite 310
        New Rochelle, NY 10801

Bankruptcy Case No.: 08-22781

Chapter 11 Petition Date: May 30, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Scott A. Steinberg
                  Rattet Pasternak & Gordon-Oliver LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel 914-381-7400
                  Fax  914-381-7406
                  Email ssteinberg@rattetlaw.com

Estimated Assets: $500,001 - $1 million

Estimated Debts: $10,000,001 - $50 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Phillip Greenberg                    $256,000
10 Park Avenue, Suite 2A
New York, NY 10016

Kasef Equity Group Inc.              $191,445
14 Lyle Farm lane
Englishtown, NJ 07726

GSM Communication Inc.                $71,108
1221 Briskell Avenue, Suite 9800
Miami, FL 33131

Atlas Equity Group Inc.               $59,930

Esanu Katsky                          $50,645

Robert A. Schechter                   $32,689

Shimon Fishman                        $32,689

Demetrius & Company LLc               $32,550

Atlas Capital Cervices LLC            $15,600

Steve Pollan                          $15,361

CCH Incorporated                       $2,743

LT International                       $2,502

The Wall Street Transcript             $2,220

New Age Customs Clearance              $821

CSC                                    $787

Washington Post                        $389

Coalition Suppliers Ltd.               $200

Manufacturers' News Inc.               $149


SHARPER IMAGE: Hilco Brothers, GB Brands Buy Assets for $49MM
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the joint venture made up of Gordon Brothers Retail Partners, LLC,
GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer
Capital, LLC, to acquire the assets of The Sharper Image
Corporation for $49,000,000 plus an unspecified amount for
contingent recovery of assets.

The Court overruled all objections to the asset sale that have
not been withdrawn, waived, settled, or specifically addressed in
the Sale Order.

San Francisco Business Times noted that in mid-May, the Debtors
intended to sell their assets for $51,250,000.  The Debtors
entered into a revised deal after the auction, the report said.

The Associated Press said Sharper Image could still get up to $1.5
million more if it satisfies certain contingencies, but the
company said it is unlikely that will happen.

Pursuant to the sale order, any amount determined by the Court to
be necessary to the cure defaults, if any, under the core
Intellectual Property Contracts will be paid by the Purchasers, on
or before the closing date, and not by the Debtor.  However, the
Purchaser will not be obligated to cure any default that is (i)
greater than 110% of the total amount set forth in the Asset
Purchase Agreement, or (ii) in excess of the total amount set
forth in the cure amount schedule, dated May 21, 2008, whichever
is greater.

Upon the Purchaser's compliance with the Cure Provisions, all of
the Debtor's defaults or other obligations under the Core IP
Contracts arising or accruing prior to the date of the Sale Order
without giving effect to any acceleration clauses or any default
provisions of the kind specified in Section 365(b)(2) of the
Bankruptcy Code, if any, will be deemed cured on the Closing Date
or as soon thereafter as practicable, and the Purchaser will have
no further liability for any default or obligation, except as
otherwise expressly provided in the Asset Purchase Agreement.

The Sale Order will not apply to the Debtor's assumption and
assignment of the license agreement, dated September 1, 2007,
between the Debtor and Pure Hi-Tech, Inc.  The assumption and
assignment of the License Agreement, if necessary will be subject
to further Court order.

The Debtor and the Purchaser will jointly employ a mutually
acceptable independent inventory taking service to conduct a
stock-keeping unit and retail physical inventory of the
merchandise consistent with the Agency Agreement.  A full-text
copy of the Agency Agreement is available for free at:

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

The Debtor will pay into a prepetition indemnity account $150,000
from the proceeds of the sale to be held in accordance with the
Final DIP Order.

The Purchasers will commence all necessary actions to effectuate
the sale under the terms of the Agency Agreement immediately so
long as the Deposit will be released to the Debtor, and the
Purchasers will pay $14,150,000 to the Debtor.  The Deposit and
the Advance will be credited dollar for dollar to reduce the
Purchase Price upon the closing.

In the event that the Closing does not occur with respect to the
Purchased Intellectual Property, the Agency Agreement will remain
in full force and effect according to its terms, except that the
Guaranteed Amount will be deemed to be $18,500,000.

>From the proceeds of the sale of any of the Debtor's assets
located in the state of Texas, $130,000 will be set aside by the
Debtor in a segregated account as adequate protection for the
secured claims of the Local Texas Tax Authorities, which filed
objections to the proposed sale, prior to the distribution of any
proceeds to any other creditor.  The claims and liens of the
Local Texas Tax Authorities will remain subject to any objections
any party would otherwise be entitled to raise as to the
priority, validity or extent of the liens.  The funds may be
distributed upon agreement between the Local Texas Tax
Authorities and the Debtor, and upon the agreement, funds may be
distributed in payment of their tax claims with any remaining
funds after satisfaction of all the tax claims distributed
according to the terms of the Court order, or upon request of the
Debtor and subsequent Court order, duly noticed to the Local
Texas Tax Authorities.  After payment to the Local Texas Tax
Authorities, any excess funds will be returned to the Debtor's
estate.

A full-text copy of the Sale Order is available for free at:

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

During the May 28, 2008, Auction, the Debtor also offered for
sale several unexpired real property leases.  A list of the
locations of the leases for sale is available for free at:

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

Before the hearing approving the sale of the Debtor's assets to
the Joint Venture, MC NYC LLC raised an objection to the
potential assumption and assignment of its sublease in New York,
asserting that it has not received any information from the
Debtor regarding any proposed assignee or prospective purchaser
of the Debtor's interest in the sublease.  MC NYC believed that
the advertising authorized under the Agency Agreement and the
store closing sales procedures is inappropriate.

CS Lifestyle Center, LLC, and PM Lifestyle Shopping Center, LLC,
withdrew their objections to the proposed cure amount associated
with their leases.  No reason was given for the withdrawal.

            Ombudsman Recommends Sale of Customer PII

Elise Berkower, the consumer privacy ombudsman appointed by the
U.S. Trustee, recommends that the Court order approving the sale
of the Debtor's assets, including the names and postal addresses
of its customers, which constitute personally identifiable
information, specify that only the names and postal addresses of
the Debtor's customers that resider in the United States be sold.

The Ombudsman also recommends that the Court should order the
Debtor to destroy any and all other PII related to its customers,
whether in hard copy or electronic format, as well as any e-mail
addresses that were submitted at Debtor's Web site or appended to
its customer database.

The Ombudsman contends that the Purchaser should be bound and
meet the standards established by the Debtor's Privacy Policy.

                 Hilco/GB Joint Venture's Statement

The joint venture led by Hilco Consumer Capital, L.P., Gordon
Brothers Brands, LLC, and Bluestar Alliance, in partnership with
Windsong Brands, LLC and Crystal Capital, issued a statement
regarding the court approval of their purchase of The Sharper
Image brand and other intellectual property:

"The joint venture partners have developed a global licensing
strategy for wholesale, direct-to-retail (DTR), e-commerce and
catalog businesses which will exploit The Sharper Image's
heritage of quality, excitement, innovation and fun.

"During its 32-year history, The Sharper Image has developed
one of America's most widely recognized and positively perceived
consumer brands.  The joint venture recognizes The Sharper
Image's blend of upscale specialty positioning, iconic stature,
outstanding consumer recognition and appeal across a wide
demographic."

Jamie Salter, CEO of Hilco Consumer Capital commented "We
are delighted with this acquisition and we are proceeding
immediately with our plans to partner with world class licensees
and retailers to introduce innovative high quality products that
will satisfy both the needs and enjoyment of The Sharper Image
customers.  The Sharper Image brand will be extended
internationally in existing and new categories that consumers
want and need. The QUALITY, EXCITEMENT, INNOVATION and fun that
The Sharper Image is renowned for will soon be available
worldwide."

Stephen Miller of Gordon Brothers commented "This as a terrific
opportunity to transform a tier-one, iconic American brand into a
global, multi-channel platform of diverse and unique consumer
products using leading technologies and trend-setting innovations.  
This reflects the core transformational competencies of the joint
venture partners and we look forward to working with existing and
new licensees to grow the brand worldwide and in multiple
categories."

Joseph Gabbay of Bluestar stated "Internationally, the
integrity of the brand is top in its field.  The Sharper Image
connotes quality and excitement with products that are unique in
both feature and function, and translate into almost all
categories."

The joint venture will partner with a number of global
institutions in the ongoing development of The Sharper Image
brand.

                   About Hilco Consumer Capital

Hilco Consumer Capital -- http://www.hilcocc.com-- is a private  
equity firm that makes strategic investments in consumer
lifestyle brands through acquisitions of North American
manufacturers, wholesalers, intellectual property and retailers.
HCC investments range from $25 million to $250 million.  Current
portfolio brands and companies include Caribbean Joe(R), Ellen
Tracy, Halston(R), Tommy Armour Golf(R), RAM Golf(R), and Bombay
Brands, LLC.  HCC is a unit of The Hilco Organization, a Chicago-
based, international provider of diversified financial and
operational services, including business asset valuations, asset
acquisition and disposition services, M&A services and retail
consulting.

                About Gordon Brothers Brands, LLC

Gordon Brothers Brands, LLC is a member of the Gordon
Brothers Group family of companies.  GBB purchases, sells, and
licenses brands and other intellectual property.  Founded in
1903, Gordon Brothers Group -- http://www.GordonBrothers.com-- is  
a global advisory, restructuring and investment firm specializing
in retail and consumer products, industrial and real estate
sectors.  Gordon Brothers Group maximizes value for both healthy
and distressed companies by purchasing or selling all categories
of assets, appraising assets, providing debt financing, making
private equity investments, and operating businesses for extended
periods.  Gordon Brothers Group conducts over $40 billion in
annual transactions and appraisals.

                      About Bluestar Alliance

Bluestar Alliance was established in January 2007 by Joey
Gabbay and Ralph Gindi.  The fund's purchase of Liz Lange was
preceded by its acquisition of better men's apparel firm Ron
Chereskin Studio, Inc. in September 2007 and quickly followed by
that of junior brand Hot Kiss in February 2008.  Gabbay is also
president of Wellington Capital Group, which purchased the Harve
BBenard ladies' brand in September 2006.  Each of these apparel
companies operates as a wholly-owned subsidiary.

                     About Windsong Brands LLC

Windsong Brands, LLC -- http://www.windsongbrands.com-- is a  
private equity firm that focuses on investments in leading middle
market consumer companies that own strong recognizable brands.
The team has a diverse background of consumer expertise that
assists and guides company management to unlock the true
potential of their brand.  Windsong Brands makes majority and
minority investments in both public and private companies.
Investments and portfolio brand companies include Ellen Tracy,
Caribbean Joe, Joe's Jeans, Field & Stream, Como Sport, and
Alerion Aviation.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  The Debtors'
exclusive period to file a plan expires on June 18, 2008.  
(Sharper Image Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


SHARPER IMAGE: To Close 86 Stores, Offers Discount
--------------------------------------------------
Store closing sales have just begun at all 86 Sharper Image(R)
stores as part of a major transformation of the Sharper Image
brand.  More than $50 million of inventory is being sold.

Discounts of 20% to 40% are now being offered on all
merchandise in all stores.  Consumers will be able to take
advantage of deep discounts and important savings on electronics
and toys as well as products for the home, personal care, the
office and travel.

The store closing program is led by Hilco Merchant Resources, LLC
and Gordon Brothers Retail Partners, LLC.  Michael Keefe,
President of Hilco Merchant Resources stated, "This is an
outstanding opportunity for consumers to realize unprecedented
savings on a remarkable selection of products not to be found
anywhere but in Sharper Image stores.  This is sure to be a very
popular sale, which will not last very long and comes at a
perfect time for making Father's Day gift purchases."

Going forward, transformation of the Sharper Image brand
will be led by Hilco Consumer Capital, LLC, Gordon Brothers
Brands, LLC and additional joint venture partners.  The group,
which purchased the iconic brand at a bankruptcy auction on
May 29, 2008, has developed a global licensing strategy for
wholesale, retail, direct-to-retail (DTR), e-commerce and catalog
businesses that will exploit The Sharper Image's heritage of
quality, excitement, innovation and fun. The Sharper Image brand
will be extended internationally in both existing and new product
categories.

Sharper Image(R) stores at these locations will be closed:

   Store                    Location
   -----                    --------
   The Summit               Birmingham, AL
   Chenal Place             Little Rock, AR
   Kierland Commons         Scottsdale, AZ
   Chandler Fashion Ctr.    Chandler, AZ
   South Bay Galleria       Redondo Beach, CA
   Fashion Island           Newport Beach, CA
   Main Place               Santa Ana, CA
   Village @ Corte Madera   Corte Madera, CA
   Fashion Valley Mall      San Diego, CA
   Valley Fair Mall         Santa Clara, CA
   Stanford Shopping Ctr.   Palo Alto, CA
   Gardens on El Paseo      Palm Desert, CA
   Mission Viejo            Viejo, CA
   Hillsdale Ctr.           San Mateo, CA
   The Oaks Ctr.            Thousand Oaks, CA
   Stoneridge Ctr.          Pleasanton, CA
   Victoria Gardens         Cucamonga, CA
   Santa Anita              Arcadia, CA
   Cherry Creek Ctr. Space  Denver, CO
   Aspen Grove              Littleton, CO
   Georgetown Park          Washington, DC
   Town Ctr. Boca Raton     Boca Raton, FL
   Gardens 3101 PGA         Palm Beach Gardens, FL
   Dadeland Mall            Miami, FL
   Sawgrass Mills           Sunrise, FL
   Aventura Mall            Aventura, FL
   Florida Mall             Orlando, FL
   International Plaza      Tampa, FL
   The Mall at Millenia     Orlando, FL
   St. Johns Town Ctr.      Jacksonville, FL
   North Point Mall         Alpharetta, GA
   Oglethorpe Mall          Savannah, GA
   Phipps Plaza             Atlanta, GA
   Ala Moana Ctr.           Honolulu, HI
   Queen Kaahumanu Ctr.     Kahului, HI
   Woodfield Ctr.           Schaumburg, IL
   Oakbrook Ctr.            Oak Brook, IL
   Keystone Crossing        Indianapolis, IN
   Oxmoor Ctr.              Louisville, KY
   Lakeside Ctr.            Metairie, LA
   Natick Collection        Natick, MA
   Montgomery Mall          Bethesda, MD
   Somerset Collection      Troy, MI
   Country Club Plaza       Kansas City, MO
   Crabtree Valley Mall     Raleigh, NC
   SouthPark Mall           Charlotte, NC
   Mall at Short Hills      Short Hills, NJ
   Bridgewater Commons      Bridgewater, NJ
   Garden State Plaza       Paramus, NJ
   Marlton Square Ctr.      South Marlton, NJ
   Menlo Park Mall          Edison, NJ
   ABQ Uptown               Albuquerque, NM
   Fashion Show             Las Vegas, NV
   Crossroads Commons       Las Vegas, NV
   Green Valley Ranch       Henderson, NV
   Galleria at Sunset       Henderson, NV
   10 West 57th St.         New York, NY
   The Westchester          White Plains, NY
   Roosevelt Field Center   Garden City, NY
   Palisades Ctr.           West Nyack, NY
   Smith Haven Mall         Lake Grove, NY
   Eton Chagrin Blvd.       Woodmere, OH
   Easton Town Ctr.         Columbus, OH
   Penn Square Mall         Oklahoma City, OK
   Woodland Hills Mall      Tulsa, OK
   Washington Square        Tigard, OR
   Plaza King of Prussia    King of Prussia, PA
   Village at Sandhill      Columbia, SC
   Mall at Green Hills      Nashville, TN
   Preston Ctr.             Dallas, TX
   North Star Mall          San Antonio, TX
   Houston Galleria 3       Houston, TX
   Baybrook Mall            Friendswood, TX
   NorthPark Ctr.           Dallas, TX
   Sugar Land Town Sq.      Sugar Land, TX
   Highland Village         Houston, TX
   Market St. - Woodlands   The Woodlands, TX
   Barton Creek Square      Austin, TX
   La Plaza Mall            McAllen, TX
   Shops at La Cantera      San Antonio, TX
   Tysons Galleria          McLean, VA
   Dulles Town Ctr.         Dulles, VA
   Century Square 116       Seattle, WA
   Bellevue Square          Bellevue, WA
   Alderwood Mall           Lynnwood, WA
   Mayfair Mall             Wauwatosa, WI

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  The Debtors'
exclusive period to file a plan expires on June 18, 2008.  
(Sharper Image Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


SILVER ELMS: Moody's to Review Notes Rating for Possible Cut
------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Silver Elms CDO plc

Class Description: $490,000,000 Class A-la Floating Rate Notes Due
2051

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

Class Description: $133,000,000 Class A-lb Delayed Draw Floating
Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $42,500,000 Class A-2 Floating Rate Notes Due
2051

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

Class Description: $40,000,000 Class A-3 Floating Rate Notes Due
2051

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

Class Description: $16,500,000 Class B Floating Rate Notes Due
2051

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

Class Description: $12,800,000 Class C Deferrable Floating Rate
Notes Due 2051

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

Class Description: $8,250,000 Class D-1 Deferrable Floating Rate
Notes Due 2051 (including $4,280,000 Class D-2 Deferrable Floating
Rate Notes Due 2051)

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

Class Description: $7,450,000 Class E Notes Due 2051

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

Class Description: $15,000,000 Combination Notes Due 2051

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

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


SILVER ELMS: Moody's to Review Notes Rating for Possible Cut
------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Silver Elms CDO II Limited:

Class Description: $873,600,000 Class A-1M Floating Rate Senior
Secured Notes due 2051

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

Class Description: $151,400,000 Class A-1Q Floating Rate Senior
Secured Notes due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $87,500,000 Class A-2 Floating Rate Senior
Secured Notes due 2051

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $74,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2051

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

Class Description: $28,000,000 Class B Floating Rate Subordinate
Secured Notes due 2051

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

Class Description: $13,500,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2051

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

Class Description: $12,000,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes due 2051

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

Class Description: $8,000,000 Class E 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.


SOUTHERN PACIFIC: Fitch Retains 'C/DR6' Rating on Class B-1 Certs.
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 5 mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed from Rating
Watch Negative.

Southern Pacific 1997-2 Group 2
-- A-4 affirmed at 'AAA';
-- A-5 affirmed at 'AAA';
-- M-1F affirmed at 'AA';
-- M-2F affirmed at 'A';
-- B-1F remains at 'C/DR6';

Deal Summary
-- Originators: Southern Pacific
-- 60+ day Delinquency: 13.76%
-- Realized Losses to date (% of Original Balance): 35.80%


SPECIALTY UNDERWRITING: S&P Lowers Rating on Certificate to B
-------------------------------------------------------------
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


STAMOR CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Stamor Corporation
        1164 Azalea Garden Road
        Norfolk, Virginia 23502

Bankruptcy Case No.: 08-71549

Type of Business: The Debtor sells clothing apparels.

Chapter 11 Petition Date: May 8, 2008

Court: Eastern District of Virginia (Norfolk)

Debtors' Counsel: Kelly Megan Barnhart, Esq.
                   (kbarnhart@mclfirm.com)
                  Marcus Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, Virginia 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501

The Debtor's financial condition as of January 8, 2008:

Total Assets: $3,330,240

Total Debts:  $2,539,032

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

               http://ResearchArchives.com/t/s?2d44


STANLEY HERSHEY: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stanley B. Hershey
        Beth B. Hershey
        dba Grindstone Enterprises, LLC
        dba Stan Hershey & Sons Trucking, LLC
        7716 N. Birch Island Road
        Hayward, Wisconsin 54843

Bankruptcy Case No.: 08-12386

Chapter 11 Petition Date: May 13, 2008

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtors' Counsel: Galen W. Pittman, Esq.
                   (galenpittman@centurytel.net)
                  300 N. 2nd Street, Suite 210
                  P.O. Box 668
                  La Crosse, Wisconsin 54602-0668
                  Tel: (608) 784-0841
                  
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://ResearchArchives.com/t/s?2d45


STEVE ROGAI: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steve A. Rogai
        402 S. Clark Avenue
        Tampa, Florida 33609

Bankruptcy Case No.: 08-07256

Chapter 11 Petition Date: May 21, 2008

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtors' Counsel: Buddy D. Ford, Esq.
                   (Buddy@tampaesq.com)
                  115 N. MacDill Avenue
                  Tampa, Florida 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Total Assets: $1,265,950

Total Debts:  $1,971,775

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

              http://ResearchArchives.com/t/s?2d46


SUNSHINE RENTALS: Files Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Sunshine Rentals LLP
        801 4th Avenue North
        Great Falls, Montana 59401

Bankruptcy Case No.: 08-60527

Chapter 11 Petition Date: May 6, 2008

Court: District of Montana (Butte)

Debtors' Counsel: Gary S. Deschenes, Esq.
                   (descheneslaw@montana.com)
                  P.O. Box 3466
                  Great Falls, Montana 59403-3466
                  Tel: (406) 761-6112

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

The Debtor did not file a List of 20 Largest Unsecured Creditors.

                       
SUPERIOR OFFSHORE: Wants to Sell Endeavor to Celebrity for $47MM
----------------------------------------------------------------
Superior Offshore International Inc. asks the Hon. Wesley W. Steen
of the United States Bankruptcy Court for the Southern District of
Texas for authority to sell a diving support vessel, M/V Superior
Endeavor, to Celebrity Maritime Company, free and clear of liens
and interests.

The Court will convene a hearing on June 30, 2008, at 11:00 a.m.,
in Courtroom 400, 515 Rusck Avenue in Houston, Texas.

Celebrity offered $47,500,000, less commission of 3%, for a net
purchase price of $46,075,000.  Celebrity's original bid for the
vessel was $38,000,000.  

Considered as the primary marine asset owned by the Debtor, the
vessel has:

    i) a Kongsberg DP II;

   ii) an integrated saturation diving system for 12-men rated to
       1000';

  iii) a 50-ton knuckle-boom crane and a 23-ton fixed boom crane;
       and

   iv) an accommodation for 73 personnel.

The Debtor tells the Court that there are no mortgage liens on
the vessel; however, several parties -- including Goodcrane
Corporation, L&L Oil, Cannata's Supermarket Inc., Wilhelmsen Ships
Service, William Jacob Management -- assert in the aggregate a
$1,115,875 in maritime lien against the Debtor's vessel.  The
Debtor has yet to evaluate the validity of these claims.  
Moreover, the sale proceeds of the asserted liens will be
segregated pending further court order.

All inspections have been performed on the Debtor's vessel, which
is currently moored in Crete, Greece.

The memorandum of agreement for the sale entered between the
Debtor and Celebrity on May 30, 2008, contains appropriate and
customary events of default.

On the other hand, the Debtor has filed three separate asset sale
requests to the Court.  The Debtor intends to divest these
assets:

A. SAT3 Systems

On May 8, 2008, the Debtor seeks to sell SAT 3 System, a 12-Man
300 meter skid-mounted saturation diving system, to Global
Industries Offshore LLC for $6,750,00, free and clear of liens
and interests.

In 2006,the Debtor entered into a long-term charter of the marine
vessel Gulmar Condor.  The SAT3 was mounted on the Gulmar and used
by the Debtor in its business operations.  In April 2008, the
Debtor notified Gulmar that it would not make an upcoming charter
payment.  With the Debtor's full consent, Global Industries agrees
to pay temporary arrangements with Gulmar for direct payment of
$61,000 per day charter rate.

The Debtor's SAT3 System is presently mounted on Gulmar and the
Debtor continues to have obligations to insure and maintain the
system although it is no long under the Debtor's control.

B. Gulf Diver

On May 30, 2008, the Debtor asked the Court for permission to sell
M/V Gulf Diver III and M/V Gulf Diver VI including all equipment
on board the vessel to Divecon Services Inc. for $4,040,000, free
and clear of liens and interests.

Divecon originally agreed to acquire the vessels for $5,600,000
but due to a number of unknown problems with the vessels the
purchase price was reduced to $4,040,000.

L&L Oil has asserted a $93,754 in maritime liens in the aggregate
against the Debtor's two vessels.

C. Miscellaneous

On May 31, 2008, the Debtor ask the Court to approve the proposed
bid procedures for the sale of miscellaneous properties --
including furnitures, office equipments and tools.  Although the
procedures does not apply to any of the Debtor's diving equipments
but it will aid the Debtor in liquidating it operations and
minimize administrative expenses and other fees.

                     About Superior Offshore

Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP)
-- http://www.superioroffshore.com/-- provides subsea   
construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

The company's consolidated balance sheets showed total assets of
$300,532,000 and total debts of $141,139,000 for the quarterly
period ended Sept. 30, 2007.  The company incurred $1,038,000 in
net loss in nine months ended Sept. 30, 2007, compared with
$37,000,000 in net income the previous year.


SUPERIOR OFFSHORE: Porter & Hedges Approved as Counsel
------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas gave Superior Offshore International Inc. permission to
employ Porter & Hedges LLP as its counsel.

The firm is expected to:

   a) advise the Debtor with respect to its powers and duties;

   b) advise the Debtor with respect to the rights and remedies of
      the estate's creditors and other parties in interest;

   c) conduct appropriate examinations of witnesses, claimants and
      other parties in interest;

   d) prepare all appropriate pleadings and other legal
      instruments required to be filed in this case;

   e) represent the Debtor in all proceedings before the Court
      and in any other judicial or administrative proceeding in
      which the rights of the Debtor or the estate may be
      affected;

   f) advise the Debtor in connection with the formulation,
      solicitation, confirmation and consummation of any plan of
      reorganization which the Debtor may propose; and

   g) perform any other legal services which may be appropriate in
      connection with the continued operation of the Debtor's
      business.

On April 22, 2008, the Debtor paid $300,000 retainer to the firm
for prepetition services as well as for postpetition services to
be rendered and expenses to be incurred in connection with the
Debtor's bankruptcy case.  There is a $249,298 retainer remaining
as of the Debtor's bankruptcy filing, which will be held in trust
pending Court approval of postpetition compensation request.

The firm's professionals and their compensation rates are:

      Designations                Hourly Rates
      ------------                ------------
      Partners                     $350-$650
      Counsel                      $375-$400
      Associates                   $225-$325
      Staff Attorneys              $225-$325
      Legal Assistants             $135-$175
      Law Clerks                   $135-$175

David R. Jones, 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.

Mr. Jones can be reached at:

      David R. Jones, Esq.
      Porter & Hedges LLP
      1000 Main Street, 36th Floor
      Houston, Texas 77002
      Tel: (713) 226-6000
      Fax: (713) 228-1331
      http://www.porterhedges.com/

                     About Superior Offshore

Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP)
-- http://www.superioroffshore.com/-- provides subsea   
construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

The company's consolidated balance sheets showed total assets of
$300,532,000 and total debts of $141,139,000 for the quarterly
period ended Sept. 30, 2007.  The company incurred $1,038,000 in
net loss in nine months ended Sept. 30, 2007, compared with
$37,000,000 in net income the previous year.


SUPERIOR OFFSHORE: Gets OK to Hire SCC as Financial Advisor
-----------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas permitted H. Malcolm Lovett, Jr., to
continue as chief restructuring officer of Superior Offshore
International Inc. pending further order.  The Court also allowed
Strategic Capital Corporation to serve as the Debtor's financial
advisor.  Mr. Lovett is the chairman and chief executive officer
of SCC.

The Debtor had asked the Court for permission to employ SCC as its
financial advisor and to allow Mr. Lovett to continue serving as
its CRO.

On April 21, 2008, the Debtor engaged Mr. Lovett as its CRO and
SCC as its financial advisor.  Mr. Lovett was elected to the
Debtor's board of directors and is currently the only executive
officer of the Debtor.  SCC has provided administrative and
financial advisory services to the Debtor in connection with its
preparation for chapter 11 filing.  SCC has assembled a team of
former employees to assist in the wind-down of the Debtor's
business activities.

The Debtor told the Court that it requires the services of SCC and
Mr. Lovett to assist it in meeting obligations as a debtor-in-
possession and in maximizing the value of its estate.

SCC will assist the Debtor in preparing financial statements and
formulating a liquidation plan.

The firm's hourly rates are:

   Professional                  Hourly Rate
   ------------                  -----------
   H. Malcolm Lovett, Jr.            $410
   Managing Directors             $250 - 350
   Associates                      $95 - 200
   Administrative/Clerical Staff      $95

Mr. Lovett won't receive direct compensation from the Debtor for
his services.  The Debtor paid SCC $150,000 prepetition retainer.  
As of the bankruptcy filing, the balance of the retainer was
approximately $115,204.

The Debtor maintained that Mr. Lovett and his firm are
disinterested persons.

The firm can be reached at:

   H. Malcolm Lovett, Jr.
   Strategic Capital Corporation
   520 Post Oak Blvd., Suite 320
   Houston, TX 77027
   Tel: (713) 418-7125
   Fax: (713) 418-7125

                     About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--  
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles (ROVs) and saturation diving systems for deepwater and
harsh environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at
Porter & Hedges LLP, represent the Debtor.  The company's
consolidated balance sheets showed total assets of
$300,532,000 and total debts of $141,139,000 for the quarterly
period ended Sept. 30, 2007.  The company incurred $1,038,000 in
net loss in nine months ended Sept. 30, 2007, compared with
$37,000,000 in net income the previous year.


TD ROWE: Lender's Right, Title and Interest for Auction on June 25
------------------------------------------------------------------
SBN TDR LLC, the lender of TD Rowe Amusements Inc., is selling its
right, title and interest in all assets of TD Rowe, subject to
bigger and better offers, at an auction on June 25, 2008,
11:00 a.m., Eastern Time at:

     Proskauer Rose LLP
     26th Floor, 1585 Broadway
     New York, NY 10036

For more information, interested parties may contact:

     Vicenzo Paparo
     Proskauer Rose LLP
     1585 Broadway
     New York, NY 10036
     Tel (212) 969-3125
     Fax (212) 969-2900

Headquartered in Houston, Texas, TD Rowe Amusements Inc. --
http://www.tdrowe.com/-- operates and manages coin-operated  
amusements throughout the United States.



TERRA ENERGY: March 31 Balance Sheet Upside-Down by $743,756
------------------------------------------------------------
Terra Energy & Resource Technology Inc.'s consolidated balance
sheet at March 31, 2008, showed $1,021,172 in total assets and
$1,764,928 in total liabilities, resulting in a $743,756 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $263,540 in total current assets
available to pay $1,764,928 in total current liabilities.

The company reported a net loss of $897,256 for the first quarter
ended March 31, 2008, compared with a net loss of $735,616 In the
same period in 2007.

There were no revenues from services for the three months ended
March 31, 2008, and 2007.  

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?2d41

                       Going Concern Doubt

Kempisty & Company, in New York, expressed substantial doubt about
Terra Energy & Resource Development 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 from
operations and net capital deficiency.

                        About Terra Energy

Headquartered in New York, Terra Energy & Resource Technologies
Inc. (OTC BB: TEGR) through its wholly owned subsidiary, Terra
Insight Corporation -- http://www.terrainsight.com/-- operates as  
an energy and natural resource exploration technology company.  
The company possesses a proprietary STeP (Sub-Terrain Prospecting)
natural resource exploration technology, which allows it to
interpret satellite data to identify subsurface oil/gas and
mineral deposits.  


TORRENT ENERGY: Files for Chapter 11, to Submit Plan Shortly
------------------------------------------------------------
Torrent Energy Corporation filing a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code with the
United States Bankruptcy Court for the District of Oregon.  
Methane Energy Corp. and Cascadia Energy Corp., the Company's
subsidiaries, also filed for bankruptcy on the same day.

The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession pursuant to Sections 1107(a)
and 1108 of the Bankruptcy Code.

The Company expects to file a Plan of Reorganization with the
Bankruptcy Court shortly.  The Plan is expected to include a
senior secured super-priority debtor-in-possession credit and
guaranty agreement, pursuant to which the Company will obtain
financing for working capital and other approved uses, and a
rights offering, under which company shareholders will have the
opportunity to purchase a minimum of $2,000,000 of additional new
equity, subject to Bankruptcy Court approval and other conditions.

On June 1, 2008, the Company failed to make a mandatory redemption
payment required under the terms of the Investment Agreement and
related transaction documents.  Pursuant to the terms of the
Investment Agreement and related transaction documents, each of
(i) the failure to make the payment, and (ii) the commencement of
the Chapter 11 cases, constitutes an Event of Default, upon which
YA Global may require the Company to redeem all or any portion of
its Series E Preferred Shares.

YA Global has already demanded that the Company redeem all of YA
Global's shares of Series E Convertible Preferred Stock for the
full liquidation amount, plus accumulated and unpaid dividends
thereon, in the aggregate amount of $22,491,147.

On May 15, 2008, the Company executed a short-term promissory note
for $207,854 in favor of YA Global, due June 5, 2008.  Pursuant to
the terms of the Note and related documents, the Company's failure
to make the mandatory redemption payment required under the terms
of the Investment Agreement constitutes an Event of Default under
the Note and related documents, upon which YA Global may declare
all obligations outstanding under the Note immediately due and
payable.

As a result of its decision to file for bankruptcy, Torrent Energy
on May 30, 2008, exercised its right to terminate an Amended and
Restated Engagement Letter, dated February 15, 2008, with Gordian
Group, LLC.  Pursuant to the terms of the Engagement Letter,
either party had the right to terminate with or without cause upon
written notice to the other party.

Under the terms of the Engagement Letter, the Company remains
liable for the transaction fees payable or accrued and expenses
incurred prior to termination of the Engagement Letter.  The
Engagement Letter further provides for the payment of the
transaction fees upon the Company's entering into certain
financial transactions, as specified in the Engagement Letter,
within 12 months of the termination of the Engagement Letter.

The Company is party to an Investment Agreement, dated as of June
28, 2006, with YA Global Investments, L.P., formerly Cornell
Capital Partners, L.P.  Under the Agreement, the Company issued to
YA Global 25,000 shares of Series E Convertible Preferred Stock.

The Company disclosed $36 million in total assets and less than $1
million in liabilities in documents filed with the Court.


TORRENT ENERGY: Case Summary & 22 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Torrent Energy Corporation
        fka iRV, Inc.
        fka Scarab Systems, Inc.
        11918 Southeast Division, Suite 197
        Portland, OR 97266

Bankruptcy Case No.: 08-32638

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Cascadia Energy Corporation             08-32640
      Methane Energy Corporation              08-32639

Type of Business: The Debtors explore, drill, and extract
                  natural gas.  See http://www.torrentenergy.com/

Chapter 11 Petition Date: June 2, 2008

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtors' Counsel: Jeannette L. Thomas, Esq.
                  (Jthomas@perkinscoie.com)
                  Perkins Coie LLP
                  1120 Northwest Couch Street, 10th Floor
                  Portland, OR 97209-4128
                  Tel: (503) 727-2075
                  Fax: (503) 727-2222

                             Total/             Total/
                        Estimated Assets   Estimated Debts
                        ----------------   ---------------
      Torrent Energy    $35,955,866        $0
      Corporation

      Cascadia Energy   $50,000 to         $100,000 to
      Corporation       $100,000           $500,000

      Methane Energy    $1 million to      $500,000 to
      Corporation       $10 million        $1 million

A. Torrent Energy's list of its nine largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Torrey Hills Capital               Trade Vendor           $50,000
2190 Carmel Valley Road
Del Mar, CA 92014

Pfeiffer High Investor             Trade Vendor           $17,790
Relations Inc.
1125 17th Street, Suite 1210
Denver, CO 80202

Stockgroup Media inc.              Trade Vendor           $10,000
500-750 West Pender Street
Vancouver, BC V6C 2T7
Canada

CHF Investor Relations             Trade Vendor            $8,000

Peterson Sullivan PLLC             Trade Vendor            $3,902

Clark Wilson LLP                   Trade Vendor              $934

The Electric Mail Company          Trade Vendor              $829

PCAOB                              Trade Vendor              $200

Sprint                             Trade Vendor               $77

B. Cascadia Energy's list of its four largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Washington State -                 Sales and Use Tax      $54,749
Department of Revenue
P.O. Box 34054
Seattle, WA 98124-1054

Frontier                           Trade Vendor           $33,350
1601 Westmount Road, Northwest
Calgary, AB T2N 3M2
Canada

Coal Gas Technology Co.            Trade Vendor           $16,121
1341 Rebecca Circle
Salt Lake City, UT 84117

Rainier Connect                    Trade Vendor               $17
1417 Kresky Avenue, Suite 1
P.O. Box 683
Centralia, WA 98531

C. Methane Energy's list of its nine largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Frontier                           Trade Vendor          $382,616
1601 Westmount Road, Northwest
Calgary, AB T2N 3M2
Canada

Coal Gas Technology Co.            Trade Vendor           $71,529
1341 Rebecca Circle
Salt Lake City, UT 84117

DOGAMI                             Trade Vendor           $20,500
P.O. Box 47007
Olympia, WA 98504-7007

David J. May                       Trade Vendor           $15,708

Fred Messerie & Sons Inc.          Trade Vendor           $11,036

Baker Hughes                       Trade Vendor            $7,308

City of North Bend                 Trade Vendor            $3,387

Avatar Systems Inc.                Trade Vendor            $3,000

Carson Oil Co., Inc.               Trade Vendor            $1,832


TOWER 17: Foreclosure Sale of Properties Commenced Yesterday
------------------------------------------------------------
Key Real Estate Equity Capital Inc. in Ohio commenced a
foreclosure sale of membership interests held by Tower 17 Equity
LLC, following Tower 17's default in the payment of its debt and
performance of its obligations to Key.

The assets foreclosed constitutes 100% of ownership interests in
Tower 17, including capital accounts, rights of distribution, and
proceeds.

The foreclosure sale was held June 4, 2008, at the law offices of
Polsinelli Shalton Flanigan Suelthaus PC at 400 Madison Avenue,
Suite 16C in New York City.

The collateral was subject to sale under these conditions: (a)
bids for less than all of the collateral were not be accepted at
the sale; (b) the collateral was only available for sale to
bidders bidding on their own account and is not available for sale
to any bidder acting as a representative of other purchasers; (c)
the prevailing bidder was required to provide an investment letter
to secured party; (d) the collateral, if certified, would bear a
legend stating that it is restricted, and if uncertified, the
transfer document will state that the collateral is restricted;
any subsequent sale would conform with The Securities Act of 1933,
as amended; (e) the sale was for cash only to third party bidders,
and the secured party could credit bid on the collateral; and (f)
any potential bidder must certify in writing to the satisfaction
of secured party that the bidder is an accredited investor.

Information regarding the foreclosure sale must be directed to the
secured party's counsel, Polsinelli Shalton.

Tower 17 Equity LLC is a New York limited liability company.  It
owns and operates certain real property and improvements
consisting of a condominium conversion project, commonly known and
being marketed as Tower 17 located at 15 West 17th Street in New
York City.


TROPICANA ENTERTAINMENT: Panel Balks at LandCo's Cash Collateral
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tropicana
Entertainment LLC and its debtor-affiliates' Chapter 11 cases
objects to the Debtors' request to use the cash collateral,
including certain segregated interest funds, of their LandCo
lenders.

As reported in the Troubled Company Reporter on May 12, 2008, the
Debtors' secured indebtedness consists of two senior secured
financing facilities aggregating $1,740,000,000 -- one of which is
a $440,000,000 secured financing facility that is secured by
substantially all of the assets of seven Debtors, including cash
collateral.

The LandCo Credit Agreement is by and among Debtor Tropicana Las
Vegas Resort and Casino LLC, as borrower; certain other Debtors,
as guarantors; and Credit Suisse, Cayman Islands Branch, as sole
administrative agent and collateral agent.

The LandCo Debtors include Adamar of Nevada Corporation; Hotel
Ramada of Nevada Corporation; Tropicana Las Vegas Holdings LLC;
Tropicana Development Company LLC; Tropicana Enterprise
Partnership; Tropicana Las Vegas Resort and Casino LLC; and
Tropicana Real Estate Company LLC.

The LandCo Lenders have consented to the LandCo Debtors' use of
Cash Collateral in the ordinary course of business in exchange
for the Debtors' providing adequate protection against any
diminution in value of the LandCo Lenders' interest in the
Prepetition Collateral.

The Debtors have also agreed to provide the LandCo Lenders with
various forms of adequate protection, including current cash
payment of interest, fees and expenses using certain Segregated
Interest Funds, superpriority administrative claims, replacement
liens and certain other protections.

Thomas F. Driscoll III, Esq., at Morris Nichols Arsht & Tunnell
LLP, in Wilmington, Delaware, counsel to the Creditors' Committee,
argues that despite the existence of a substantial equity cushion,
the oversecured LandCo Lenders have unreasonably conditioned the
use of their Cash Collateral upon the receipt of an adequate
protection package.

The adequate protection package included, among other things,
current cash payments of interest at the default rate even after
converting the base interest rate from LIBOR to the higher prime
rate, and replacement liens that extend beyond the assets of the
same type and nature as the LandCo Lenders' collateral, Mr.
Driscoll tells the U.S. Bankruptcy Court for the District of
Delaware.

Mr. Drisoll notes that the benefits are on top of additional
protections already afforded to the LandCo Lenders under the
Interim DIP Order issued by the Court, including (i) a
superpriority administrative expense claim that exceeds the
mandate of Section 507(b) of the Bankruptcy Code, (ii) the
reimbursement of professional fees and expenses, (iii) access to
financial reports, (iv) asset sale pay-down provisions during the
bankruptcy, (v) inspection rights and (vi) "rigid" termination
events.

The cash components of the proposed adequate protection package
are "far too rich," Mr. Driscoll contends.  The Debtors have
failed to demonstrate the need for the "extravagant" adequate
protection given the widely acknowledged substantial equity
cushion enjoyed by the LandCo Lenders, he maintains.

The LandCo Lenders are not providing new bankruptcy financing
to the LandCo Debtors nor are they being primed, the Committee
reminds the Court.  Rather, the LandCo Lenders are being granted
replacement liens and a Section 507(b) superpriority
administrative expense claim together with a number of other
protections, the Committee cited.  Therefore, there is no need to
provide adequate protection in the form of periodic cash payments
at all, Mr. Driscoll argues.

The Creditors Committee complains, among other things, that:

   -- the Debtors have failed to demonstrate that the
      maintenance of the Segregated Cash Account is appropriate
      or that the excess cash flow sweep is warranted under the
      circumstances or appropriate;

   -- the LandCo Lenders must not be permitted to enhance their
      position by receiving postpetition liens or assets that
      were not part of their prepetition collateral;

   -- the purported grant of a Section 507(b) claim in the
      manner provided in the Interim Order is improper;

   -- the LandCo Lenders would not be granted a lien on any of
      the Debtors' avoidance actions, and none of the
      superpriority claims granted to them would be payable out
      of the proceeds of any of those avoidance actions;

   -- the Interim Order provides the Creditors Committee only 60
      days from its appointment to investigate and challenge the
      LandCo Lenders' liens and claims.  The Creditors Committee
      would be granted at least 90 days from the date of the
      final order to commence actions in respect of the LandCo
      Lenders' claims and liens; and

   -- there is no reason to allow the LandCo Lenders to preclude
      the use of Cash Collateral to fund the Creditors
      Committee's lien review and claims investigation.  The
      Creditors Committee should be authorized to use all Cash
      Collateral, if necessary, to object to or contest the
      LandCo Lenders' claims.  The LandCo Lenders or any other
      party can object to the Creditors Committee's
      professionals' fees and expenses to the extent they
      believe those are unreasonable.

The Creditors Committee presented to the Court a proposed Cash
Collateral Order reflecting its concerns.  The Committee asks the
Court to sign the proposed order.

A blacklined copy of the Committee's proposed Cash Collateral
Order is available for free at:

               http://ResearchArchives.com/t/s?2d54

The Committee believes that the determination of whether Section
506(b) of the Bankruptcy Code allows the payment of the default
rate of interest to an oversecured creditor should be properly
taken up upon confirmation of the Debtors' Chapter 11 cases.  To
that end, the Creditors Committee supported the inclusion of
language in the Cash Collateral Order that fully reserves all the
LandCo Lenders' rights to assert any and all claims under Section
506(b), along with the concomitant right of the LandCo Debtors and
Creditors Committee to challenge those claims.

                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)    


TROPICANA ENTERTAINMENT: Adequate Protection Package Is Sufficient
------------------------------------------------------------------
Tropicana Entertainment LLC inform the U.S. Bankruptcy Court for
the District of Delaware that since the issuance of the interim
order authorizing the Debtors to use their lenders' cash
collateral, the Debtors have been engaged in discussions with the
official committee of unsecured creditors appointed in their cases
and their LandCo Lenders to settle adequate protection issues.

As a result, the the parties have reached an agreement in
principle on the material terms of the proposed adequate
protection package for the LandCo Lenders, Lee E. Kaufman, Esq.,
at Richards Layton & Finger P.A., in Wilmington, Delaware, tells  
Judge Kevin J. Carey, on the Debtors' behalf.

However, even though the Creditors Committee has reached an
agreement in principle with the LandCo Lenders on certain
modifications to the adequate protection package, the Creditors
Committee and the Ad Hoc Consortium of Holders of 9-5/8% Senior
Subordinated Notes due 2014 issued by Tropicana Entertainment LLC,
and Tropicana Finance Corp. still filed objections to the Cash
Collateral Motion.

Mr. Kaufman says many, if not all, of the objections will be
resolved through the inclusion of certain modifications to the
proposed final cash collateral order that have been agreed to in
principle among the LandCo Lenders and the Creditors Committee.

Out of an abundance of caution, the Debtors tell the Court that:

     * The proposed adequate protection package for the LandCo
       Lenders is necessary and appropriate to ensure that the
       Debtors can continue to use the Cash Collateral;

     * They believe that the $20,000,000 floor provides them with
       sufficient flexibility to reinvest some of their excess
       cash flows in the business.  Like the limitation on
       capital expenditures contained in most credit agreements,
       it is reasonable for the LandCo Lenders to impose a
       limitation on the Debtors' ability to use the excess cash
       flow, especially given that LandCo Lenders have permitted
       the Debtors to use the funds from the Segregated Funds
       Account to satisfy adequate protection obligations;

     * The scope of the replacement liens provided for in the
       final cash collateral order is appropriate under the
       circumstances;

     * The grant of a lien on any of the Debtors' avoidance
       action is typically found in cash collateral agreements of
       the same nature.  The LandCo Lenders would not consent to
       the Debtors' use of the Cash Collateral absent that lien;

     * A 60-day period is more than sufficient for the Creditors
       Committee to complete its investigation and commence
       actions in respect of the LandCo Lenders' claims and
       liens.  The Debtors are amenable to make reasonable
       modifications in the final order to address the concern
       regarding extending the investigation period for
       affiliates of the Debtors that commence bankruptcy
       proceedings in the future; and

     * They are amenable to making reasonable modifications to
       the final cash collateral order to reflect that the
       Creditors Committee's deadline to bring causes of action
       will be tolled upon the filing of a motion seeking
       standing to bring those causes of action.  The Debtors
       believe that it is inappropriate to grant the Creditors
       Committee authority to commence avoidance actions as to
       the LandCo Lenders' liens and claims through the final
       cash collateral order.

In a separate filing, Credit Suisse, as administrative agent of
the LandCo Credit Facility, asks the Court to overrule objections
against the Debtors' use of cash collateral.  Credit Suisse points
out that the parties have agreed as of May 28, 2008, on certain
terms to be incorporated in a form of final order addressing the
issues.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that changes and adjustments to the terms of
adequate protection previously granted to the LandCo Lenders in
the Interim Order will be reflected in a form of proposed final
order to be submitted to the Court before the final cash
collateral hearing.

Mr. Chehi assures the Court adequate protection rights to be
granted to the LandCo Lenders under the Interim Order are
customary and typical forms of adequate protection granted to
secured lenders in many Chapter 11 cases.

Credit Suisse relates that it has reached a substantial agreement
in principle with the Creditors Committee on numerous terms of a
proposed final order that will incorporate terms requested by the
Committee.  The salient terms of the Proposed Order are:

     * The Segregated Interest Account replenishment requirement
       of the Interim Order will be eliminated.

     * The LandCo Lenders' adequate protection liens will be
       limited to collateral of the same nature and type as their
       prepetition collateral package.

     * The LandCo Lenders will be granted adequate protection
       liens on the proceeds of bankruptcy avoidance actions, but
       their rights to recovery of the proceeds will be subject
       to their looking in the first instance, to the fullest
       extent possible, to other collateral prior to any payment
       of proceeds of avoidance actions.

     * The carve-out obligations of the LandCo Lenders will cover
       unpaid reasonable expenses of members of the Creditors
       Committee.

     * Professional fees and expenses of the Creditors Committee
       and the Debtors that are reasonably incurred in the
       investigation of possible claims and defenses against the
       LandCo Lenders may be paid without a cap, to the extent
       allowed by the Court.

     * The Creditors Committee's and the Debtors' time period to
       investigate and challenge LandCo Lenders' liens will be
       extended to 90 days on the entry of a final order.

     * To the extent that the Court determines the LandCo
       Lenders' liens are avoided or invalid or the LandCo
       Lenders are undersecured, adequate protection payments
       made to them may be recharacterized as payments of
       principal under the Prepetition Obligations.

Mr. Chehi clarifies that Credit Suisse does not waive, and
expressly reserves, its rights to object to, dispute, and refute
the allegations and arguments asserted in the Cash Collateral Use
Objections.  Credit Suisse also adopted and joined in the Debtors'
stand on the Objections, to the extent consistent with its
position.

                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)


TRUMP ENT: S&P's 'B-' Rating Unmoved by Coastal Marina Agreement
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Trump Entertainment Resorts Holdings L.P.
(B-/Negative/--) are unaffected by the company's recent
announcement that it has entered into an agreement with Coastal
Marina LLC to sell the Trump Marina Hotel and Casino.  The sale
price of $316 million is subject to potential adjustments around
working capital and EBITDA performance prior to closing, and
closing is subject to certain regulatory approvals.
     
Under the terms of the senior secured credit facility, which were
amended in conjunction with the agreement to sell Trump Marina,
the company is required to use the greater of $140 million or 50%
of the aggregate net cash proceeds to acquire substitute
collateral acceptable to the lenders within one year of the sale.  
If acceptable substitute collateral has not been identified within
one year, senior secured lenders may require the company to repay
bank debt.  S&P expect the other 50% of proceeds from the sale to
remain on the balance sheet in the form of excess cash.
     
While this transaction is viewed as having a modestly positive
impact on Trump Entertainment Resorts Holdings L.P.'s credit
profile, as liquidity is bolstered ahead of the near-term opening
of a new 782-room tower at Trump Taj Mahal and the company has the
capacity to acquire an asset outside of Atlantic City, S&P remain
concerned about ongoing challenges to TER's business position.  
Specifically, competitive pressures from operators in Pennsylvania
and New York continue to negatively affect revenues in the
Atlantic City market, as total casino win is down 6.7% year over
year for the four months ended April 30, 2008.  

Furthermore, a partially complete expansion at Harrah's
Atlantic City and the near-term opening of the Water Club
expansion at the Borgata are expected to put additional pressure
on TER's operations.  Overall economic weakness is also playing a
role in the decline of gaming revenues in the Atlantic City
market, as it is in most other U.S. gaming markets.
     
These factors have driven a meaningful deterioration of TER's cash
flow base and credit metrics over the past several months, such
that the company's cash flow cushion relative to its debt service
obligations is limited.  As of March 31, 2008, total operating
lease-adjusted total debt to EBITDA was more than 12x, and
interest coverage was about 1x.  S&P remain concerned that TER's
ability to meet its debt service obligations in 2009 could be
strained, absent a solid return on its ongoing investments,
coupled with a stabilization of the Atlantic City market.  While
the prospects of diversifying its operations outside of the
Atlantic City market offer some potential benefit to the company's
business risk profile, most U.S. gaming markets are currently
under pressure.


UAL CORPORATION: Cuts Fleet and Staff to Survive Economic Slump
---------------------------------------------------------------
United Airlines Inc., UAL Corporation's unit, disclosed
significant fleet, capacity and personnel changes to enable the
company to build a stronger, more competitive business and
withstand record oil prices and a softening economy.

United will remove a total of 100 aircraft from its mainline
fleet, including the 30 previously announced Boeing 737s, and
reduce its mainline domestic capacity in the fourth quarter 2008
by 14% year over year.  The company expects to retire all of its
94 B737s, provided it can work out terms with certain lessors, and
six Boeing 747s.  Over the 2008 and 2009 period, cumulative
mainline domestic capacity will be reduced between 17% and 18% and
cumulative consolidated capacity between 9% and 10%.

"[W]e are taking additional, aggressive steps that demonstrate our
commitment to size our business appropriately to reflect the
current market reality, leverage capacity discipline to pass
commodity costs on to customers, develop new revenue streams and
continue to reduce non-fuel costs and capital expenditures," said
Glenn Tilton, United's chairman, president and CEO.  

"This environment demands that we and the industry act decisively
and responsibly.  At United, we continue to do the right work to
reduce costs and increase revenue to respond to record fuel costs
and the challenging economic environment."

With fuel at current prices, it creates more than a $3 billion
challenge to overcome.  United said it believes that these actions
will offset that challenge by 2009, assuming the industry as a
whole takes similar actions.

When complete, the fleet reduction is expected to retire United's
oldest and least fuel-efficient jets, and will lower the company's
average fleet age to 11.8 years.  The majority of schedule changes
related to the elimination of 30 B737s previously announced are
currently reflected in reservation systems.  Further changes
related to the retirement of an additional 50 aircraft by year end
will be reflected in these systems in the near future.

Schedule changes will be principally accommodated through modest
reductions of underperforming markets and through frequency
reductions while retaining a commitment to all five U.S. hubs.

                        Fleet Reduction  

About 80 planes are expected to be out of the system by the end of
2008, with the other 20 coming out by the end of 2009. The fleet
reduction also includes six Boeing 747s.

As part of these changes, United is eliminating its Ted product,
reconfiguring that fleet's 56 A320s to include United First class
seats.  The reconfiguration of the Ted aircraft will begin in
spring 2009 and be completed by year-end 2009.

"The decision to dramatically reduce our capacity profile,
particularly in the domestic marketplace, while over time
eliminating a fleet type, is a significant step leading to a more
effective and efficient operating fleet for United in the years
ahead, while improving our customer experience and reliability,"
said John Tague, executive vice president and chief operating
officer.

                         Staff Reduction

As United reduces the size of its operation, it is further
reducing staff.  United expects to reduce the number of salaried
and management employees and contractors by 1,400-1,600, including
the previously announced 500 employee reduction by year-end, and
the company will determine the number of front-line employee
furloughs as it finalizes the schedule over the next month.

                        Officer Promotion

The company named Joe Kolshak senior vice president of operations,
overseeing United Services, Flight Operations and Operations
Control.

Mr. Kolshak previously served as Delta's executive vice president
of operations, responsible for Delta's maintenance, flight
operations, ground operations, operations control, safety and
security as well as the Delta Express operations.  He will be
based in San Francisco, and will report to Mr. Tague.

"[Mr. Kolshak] brings a depth and breadth of experience to United
that will enable us to accelerate our work to improve customer
service and operational performance moving us toward a goal to be
the industry leader in the U.S.," Mr. Tague said.  "We are
committed to building a leadership team with the capability and
accountability to drive performance improvements across our
company and realize the full potential of United Airlines."

Alexandria Marren was also promoted to senior vice president -
Onboard Service, and will also oversee flight attendant
scheduling.  She previously served as vice president - Onboard
Service.  Ms. Marren will report to Mr. Tague.

William Yantiss, vice president -- Corporate Safety, Security and
Environment, also will report to Mr. Tague.

Cindy Szadokierski, who has been responsible for Operations
Control, will now be vice president of United Express and Airport
Operations Planning, reporting to Scott Dolan, senior vice
president -- Airport Operations, Cargo and United Express.  As a
result of the reorganization, the company also announced that Bill
Norman, senior vice president -- United Services, and Sean
Donohue, senior vice president -- Flight Operations and Onboard
Service, will be leaving United.

"We thank Bill and Sean for their many contributions during their
long and successful careers with United, and wish them well in
their future endeavors," Mr. Tague said.


VENTANA TAMPA: To Turn Over Condominium Units to Lender
-------------------------------------------------------
Ventana Tampa LLC turned over its Ventana condominiums to the
project's lender, Mercantile Bank, to avoid foreclosure, Shannon
Behnken at The Tampa (Fl.) Tribune reports, citing documents filed
in Hillsborough County Circuit Court, in Florida.

The condominium has 85 units, and was completed last year.  The
Tribune says only 41 units have been sold.

Ventana Tampa LLC is run by developer William E. Ware.  According
to the report, Ventana sold 38 units in 2007 for a median sales
price of $455,000, and three units in 2008 for a median price of
$480,000.

Court records, Tribune says, show that Mercantile extended
$31,800,000 to build the condominium.  Tribune says Mercantile
filed a notice to foreclose in March.


VISTEON CORP: Gets Requisite Tenders for $344MM Offer of Sr. Notes
------------------------------------------------------------------
Visteon Corporation received tenders from Eligible Holders of
77.02% or $423,624,000 of the $550,000,000 of the aggregate
principal amount of its 8.25% Senior Notes due 2010 as of 5 p.m.,
New York City time, on June 2, 2008, in connection with its  
tender offer for up to $344,000,000 in aggregate principal amount
of Old Notes.  As of the Early Tender Deadline, subject to certain
exceptions, withdrawal rights have terminated.

As reported in the Troubled Company Reporter on May 26, 2008,
Visteon Corporation commenced a tender offer for up to
$344,000,000 of its 8.25% notes due August 2010.  

The tender offer remains open for the tender of Old Notes not
tendered and is scheduled to expire at 11:59 p.m., New York City
time, on June 16, 2008, unless extended.

The Tender Offer were made upon the terms and subject to
conditions set forth in the offer to purchase and the related
letter of transmittal, each dated May 19, 2008.

Each Eligible Holder who tenders Old Notes in the Tender Offer is
required, as a condition to such Eligible Holder's participation
in the Tender Offer, to purchase a principal amount of Visteon's
new 12.25% Senior Notes due 2016 equal to 60% of the aggregate
principal amount of Notes purchased from such Eligible Holder
pursuant to the Tender Offer at a purchase price equal to 91.621%
of the principal amount thereof.

The total consideration for each $1,000 principal amount of Old
Notes validly tendered and not validly withdrawn prior to Early
Tender Deadline is $978.30, which includes an early tender payment
of $40 per $1,000 principal amount of Old Notes tendered.  

Only Eligible Holders who validly tendered and did not validly
withdraw Old Notes and committed to purchase the applicable amount
of New Notes on or prior to Early Tender Deadline are eligible to
receive the Total Consideration for such Notes purchased in the
Tender Offer. Holders who validly tender their Old Notes and
commit to purchase the applicable amount of New Notes after the
Early Tender Date and on or prior to the Expiration Date will be
eligible to receive an amount, paid in cash, equal to the Total
Consideration less the $40 Early Tender Payment per $1,000
principal amount of Old Notes tendered.

In the event of an over-subscription of the Tender Offer, the
Company will allocate acceptances on a pro rata basis and make
corresponding reductions to the amount of New Notes to be
purchased by each Eligible Holder in accordance with the terms of
the offer to purchase.

Visteon's obligation to accept for payment and to pay for Old
Notes validly tendered and not withdrawn pursuant to the Tender
Offer is conditioned upon:

   a) the tender of no less than $300,000,000 in aggregate
      principal amount of Old Notes;

   b) the consummation of the concurrent offering of New Notes to
      the Eligible Holders and the satisfaction by each Eligible
      Holder tendering Old Notes of such Eligible Holder's
      obligation to purchase its applicable amount of New Notes in
      the concurrent note offering; and

   c) satisfaction of certain general conditions.

The New Notes have not been and will not be registered under the
Securities Act or any state securities laws.  Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.

                     About Visteon Corporation

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier  
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 40,000
people.

Visteon Corporation's balance sheet at March 31, 2008, showed
total assets of $7.2 billion and total liabilities of $7.3 billion
resulting in a total shareholders' deficit of about $136 million.

                           *     *     *

As reported in the Troubled Company Reporter on May 22, 2008,
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '5' recovery rating to Visteon Corp.'s proposed
issuance of as much as $210 million in senior unsecured notes due
2016.  The 'B-' issue-level rating is one notch below the
corporate credit rating on the company, and the '5' recovery
rating indicates the expectation for modest (10%-30%) recovery in
the event of a payment default.

To date, Visteon Corp. holds Moody's Investors Service's Caa2
senior unsecured debt rating, and Fitch Ratings Services' CC
senior unsecured debt rating and CCC long-term issuer default
rating.


WACHOVIA CORP: Appoints Chairman Lanty Smith as Interim CEO
-----------------------------------------------------------
Wachovia Corporation appointed its chairman, Lanty Smith as
interim chief executive officer, succeeding Ken Thompson, who is
retiring at the request of the board.  Ben Jenkins, vice chairman
and president of the General Bank, will serve as interim chief
operating officer.

All of the company's staff functions will report to Mr. Smith,
with the company's four lines of business -- General Bank, Wealth
Management, the Corporate and Investment Bank and Capital
Management -- reporting to Mr. Jenkins.  The board of directors
has formed a special committee to conduct a search for a permanent
chief executive officer.

"Wachovia is a strong institution and well positioned even in the
face of the unprecedented conditions in the financial services
industry," Mr. Smith said.  "The board is confident that we are
putting in place the right interim leadership to move the company
forward, and no other senior management changes are contemplated."

"No single precipitating event caused the board to reach this
decision, but a series of previously disclosed disappointments and
setbacks cumulatively have negatively impacted the company and its
performance," Mr. Smith continued.  "The board believes new
leadership will help to revitalize and reenergize Wachovia and
enable it to realize its potential."  

"We will move Wachovia steadily ahead as a strong, independent
company by continuing to focus first on the needs of our
customers," Mr. Smith added.  "Our recent successful capital
raising actions provide us the solid foundation and flexibility we
need in an environment which remains extremely challenging for
Wachovia and the entire banking industry.  Despite continued
hurdles, we have confidence in our strong liquidity, good capital
position and solid business model."

"Wachovia continues to execute well in key areas, and we continue
to benefit from our core strength of best-in-class customer
satisfaction and loyalty," Mr. Jenkins said.  "I look forward to
working closely with [Mr. Smith], the board and our entire team."

"[Mr.] Thompson is an exceptionally fine person who enjoys well-
earned respect both inside and beyond Wachovia," Mr. Smith added.  
"We thank him for all of his important contributions to Wachovia,
and we wish him success in his future pursuits.  He has led the
company with the highest integrity, loyalty and dedication."

"It has been an honor to serve this great company for 32 years,
and to lead it for the past eight years," Mr. Thompson said.  
"Together we achieved great successes and overcame tough
challenges.  I have complete confidence in the ability of 120,000
Wachovia employees to continue to take this company forward, and I
want to thank them for their dedication and commitment to
Wachovia."

Mr. Smith will head the search committee, and Robert A. Ingram,
Mackey J. McDonald and Joseph Neubauer will comprise the other
members of the committee, which will commence its activities
immediately.  Mr. Smith emphasized that Wachovia is in good hands
and the committee will focus on conducting a careful and thorough
search, as expeditiously as appropriate, for the best qualified
individual, from either inside or outside Wachovia.

Mr. Smith has served as a director since 1987 and was lead
independent director from 2000 until May 2008, when he became non-
executive chairman.  He also serves as chairman of the executive
committee, and in the past he has chaired the audit committee.  He
is chairman and chief executive officer of Tippet Capital, a
merchant banking firm headquartered in Raleigh, North Carolina.  
He was formerly president of Burlington Industries Inc., a partner
with the international law firm of Jones Day, and for the past
20 years has been engaged in private equity and venture capital
investing.

Mr. Jenkins joined First Union in 1971, prior to its merger with
Wachovia, and has held a number of senior executive positions,
including president of First Union in Florida, Virginia, Maryland,
Washington, D.C., Georgia and South Carolina.  He is a member of
the board of trustees of Presbyterian Hospital and chairman of the
board for Queens University of Charlotte.

                    About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of $808.9 billion and
market capitalization of $53.8 billion at March 31, 2008.  

Wachovia provides a broad range of retail banking and brokerage,
asset and wealth management, and corporate and investment banking
products and services to customers through 3,300 retail financial
centers in 21 states from Connecticut to Florida and west to Texas
and California, and nationwide retail brokerage, mortgage lending
and auto finance businesses.  Clients are served in selected
corporate and institutional sectors and through more than 40
international offices.  Its retail brokerage operations under the
Wachovia Securities brand name manage more than $1.1 trillion in
client assets through 18,600 registered representatives in 1,500
offices nationwide.  Online banking is available at wachovia.com;
online brokerage products and services at wachoviasec.com; and
investment products and services at evergreeninvestments.com.

                         *     *     *

As reported by the Troubled Company Reporter on April 14, 2008,
The Walls Street Journal noted that Wachovia's need for additional
capital came two months after it raised $3.5 billion through a
preferred-stock sale.  According to the report, Wachovia's trouble
stemmed from its $25 billion purchase of Golden West Financial
Corp. nearly two years ago.  Golden West's loans -- the vast
majority of which are adjustable-rate mortgages loans -- were
concentrated in California, one of the hardest-hit housing markets
in the U.S.  Wachovia announced that it lost $350 million in the
first quarter due to $2 billion in asset write-downs and $2.1
billion in new provisions against credit losses.  Earnings in the
same period last year was $2.3 billion.


WASHINGTON MUTUAL: Board of Directors Adopt New Governance Model
----------------------------------------------------------------
Washington Mutual Inc. disclosed several new measures to further
strengthen WaMu's corporate governance as the company's management
team and board of directors work to return the company to
profitability.

Effective July 1, independent director Stephen E. Frank will
assume the role of board chair while Kerry Killinger will continue
to lead the company as chief executive officer and serve as a
director.  The board also adopted a majority voting standard and
made several changes to the composition and leadership of certain
of its board Committees.

"The actions taken today by the board are the result of a
deliberate review of how best to enhance WaMu's corporate
governance policies and practices," Mr. Frank said.  "They also
reflect the board's commitment to listening to feedback from our
shareholders.  My fellow directors and I look forward to working
with Kerry and his management team as they return WaMu to
profitability."

Mr. Frank has served on WaMu's board of Directors since 1997, most
recently as the company's lead independent director.  He is the
retired chairman, president and CEO of Southern California Edison.

"We're very fortunate to have in [Mr.] Frank a board chair who has
broad business experience and a deep knowledge of our company,"
Mr. Killinger said.  "These actions underscore the board's
longstanding commitment to good corporate governance and my
personal commitment to improving the company's financial
performance and delivering value to our shareholders."

"These steps are just a few among many we are taking this year to
make this a positive turning point for WaMu," Mr. Killinger added.
"In addition to these actions, we are, of course, aggressively
implementing our plans for operational and financial recovery --
including maintaining ample capital and a high level of liquidity,
significantly reducing our operating expenses, and continuing to
grow our profitable, core retail bank."

Under WaMu's new majority voting standard, in uncontested director
elections, nominees must receive a majority of votes cast to be
re-elected.

The board also made these changes to the composition and
leadership of certain of its board committees:

   * The board appointed Orin C. Smith, retired Starbucks CEO, to
     serve as chair of the finance committee.  Mr. Smith has been
     a director since 2005 and will continue to serve on the
     board's audit and governance committees.  Recently elected
     director David Bonderman will serve as vice chair of the
     finance committee, in addition to being a member of the
     corporate development committee.  Mr. Bonderman is managing
     director of a private investment firm TPG.
    
   * The board appointed Thomas C. Leppert, Dallas mayor and
     former chairman and CEO of The Turner Corporation, to serve
     as chair of the governance Committee.  Mr. Leppert has served
     as a member of the governance committee and will continue to
     serve as a member of the audit and corporate relations
     committees.  Mr. Leppert joined WaMu's board in 2005.
    
   * The board appointed Regina T. Montoya to serve as chair of
     the corporate relations committee.  She will also continue in
     her role as a member of the finance committee.  Ms. Montoya,
     CEO of Dallas-based New America Alliance, joined WaMu's board
     in 2006.

In addition, the company has launched a search for individuals
with extensive financial services and strong leadership experience
to further fortify WaMu's board of Directors as new independent
directors.

                   Statement of SEIU Master Trust

"We are pleased the board of directors of Washington Mutual
separated the roles of chairman and CEO in response to our
shareholder proposal which received majority vote on April 15,"
Steve Abrecht, Executive Director, Service Employees International
Union Master Trust.

"We also note the significant changes in leadership among several
key committees," Mr. Abrecht continued.  "We believe this is a
clear acknowledgment of important failings by Mr. Killinger and
the board in managing risk to shareholders."

"We expect more independent and effective board oversight moving
forward, especially in light of the significant threat to
shareholder value posed by the recent capital infusion from
private equity firm TPG," Mr. Abrecht added.

At the time of the April 2008 shareholder resolution filing, the
SEIU Master Trust held 13,800 shares of Washington Mutual stock.

The SEIU Master Trust, with total assets of more than
$1.9 billion, is an active proponent of sound corporate governance
as a vital means to protect and enhance shareholder value.

                    About Washington Mutual Inc.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a    
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of Washington Mutual, Inc. to Baa3 from Baa2.  Washington Mutual
Bank's long term deposit rating was downgraded to Baa2 from Baa1.  
Washington Mutual Bank's bank financial strength rating at C- and
short term rating at Prime-2 were affirmed.  Moody's placed a
negative outlook on all Washington Mutual entities.


WHERIFY WIRELESS: Inks Merger Agreement with Lightyear Network
--------------------------------------------------------------
Wherify Wireless Inc. entered into a non-binding letter of intent
with Lightyear Network Solutions Inc. to merge its business into
Wherify.

The proposed merger of Wherify and Lightyear would be conditioned
on, among other things, negotiation and execution of a definitive
agreement, approval of the merger by the shareholders of both
companies, obtaining a minimum of $15 million in new equity
capital and restructuring of existing debt.

The letter of intent specifies that no more than $2.5 million of
the new equity capital would be used to restructure Wherify's
unsecured liabilities of approximately $16 million, and
$2.5 million of such equity capital would be used to restructure
Wherify's secured debt with Yorkville Associates.

The letter of intent contemplates that the combined company would
retain approximately $2.5 million of secured debt with Yorkville
Associates.  After repayment of approximately $800,000 of expected
new bridge indebtedness and payment of transaction expenses and
associated legal fees, the combined company would have
approximately, $6.5 million in working capital.

Wherify has not yet obtained binding commitments for the bridge
financing, equity financing or debt restructuring.  There is also
no guaranty or assurance that the final restructuring terms, if
any, will not be materially different upon further negotiations
and due diligence.

"Merging the unique location based services platform from Wherify
with Lightyear's strong customer service focus, our potent multi-
channel distribution network and our strong telecom industry
relationships has the potential to geometrically enhance the
combined company's business prospects," Sherman Henderson,
Lightyear's president and CEO and the six-year incumbent chairman
of COMPTEL, said.

"Bringing together Wherify's proprietary location based service
platform with Lightyear's established leadership in customer
support, multi-channel distribution and carrier presence is an
excellent fit," Vince Sheeran, Wherify's chief executive officer,
said.  "We believe the proposed merger of Wherify and Lightyear
has the potential to unlock the unfulfilled promise that location
based services have represented for the wireless industry."

If the merger is completed as contemplated in the letter of
intent, Mr. Henderson would be named the chairman and CEO of
Wherify, and Wherify would change its name to Lightyear Network
Solutions.  Under the present terms of the non binding letter of
intent, Lightyear shareholders would receive approximately 51% of
the pro-forma fully-diluted shares outstanding on the closing date
of the merger and will have the right to choose 60% of the board
of directors.

                       Forbearance Agreement

To facilitate the combination, Yorkville Advisors and Wherify
entered into a forbearance agreement on May 19, 2008, under which
Yorkville Advisors agreed in principal to the terms of the letter
of intent and to forbear from exercising its rights and remedies
under its secured debenture with Wherify.

              About Lightyear Network Solutions Inc.

Lightyear Network Solutions Inc. is a business and network service
solutions company.  Lightyear provides telecom products and
services for business and individual customers, including, among
other things, integrated network access service for voice, data,
private lines, VoIP services to over 4,000 business enterprise
clients nationally.  Lightyear has partnered with some of the
biggest names in telecom including: Verizon, AT&T, Level 3, Qwest,
Sprint, Embarq, PAETEC, Sylantro, Cisco, Adtran, Voicecom, Iperia
and Acme Packet. Lightyear is located in Louisville, Kentucky.

                   About Wherify Wireless Inc.

Based in Redwood Shores, California, Wherify Wireless Inc. (OTC
BB: WFYW) -- http://www.wherifywireless.com/ -- is engaged   
primarily in the the development and sale of wireless location
products and services.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Wherify Wireless Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $3,029,605 in total assets and $19,538,384 in total
liabilities, resulting in a $16,508,779 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2,292,927 in total current assets
available to pay $19,538,384 in total current liabilities.

The company reported a net loss of $2,803,058 on revenues of
$358,945 for the second quarter ended Dec. 31, 2007, compared with
net income of $1,733,889 on revenues of $324,459 in the
corresponding period in 2006.  

                       Going Concern Doubt

On Oct. 31, 2007, Malone & Bailey PC, in Houston, expressed
substantial doubt about Wherify Wireless Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and working capital deficiency.


WILLIAM TRIBBLE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: William Tribble, Sr
        Annie Mae Tribble
        80665 Ave. 43
        Indio, CA 92201

Bankruptcy Case No.: 08-16559

Chapter 11 Petition Date: June 3, 2008

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: G. Michael Pollock, Esq.
                  P.O. Box 1675
                  La Quinta, CA 92253
                  Phone: 877-286-2678

Total Assets: $2,601,950

Total Debts:  $6,278,250

A copy of the Debtor's petition and its schedules of assets and
liabilities is available for free at

     http://bankrupt.com/misc/ccd08-16559.pdf


WILTON PRODUCTS: S&P Holds All Ratings and Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Wilton
Products Inc. to negative from stable.  At the same time S&P  
affirmed all ratings on the company, including the 'B-' long-term
corporate credit rating.  The Woodbridge, Illinois-based craft and
specialty housewares manufacturer had about $1.2 billion in
adjusted debt outstanding as of March 31, 2008, including
preferred stock, seller notes, and paid-in-kind holding company
debt.
      
"The outlook revision reflects the company's weaker-than-expected
operating performance, in combination with very high leverage, a
delay in recognizing cost synergies, and tightening covenant
cushion levels," said Standard & Poor's credit analyst Bea Chiem.  
During the fiscal year ended December 2007, overall net sales
increased about 5% from fiscal 2006; however, this amount was 4%
below plan.  The company continued to perform below expectations
into the first quarter of fiscal 2008, with first-quarter results
hurt by the timing of product resets, general weakness at
retailers, and rising raw material costs.  Combined company sales
declined about 9% from the first quarter in 2007 and about 5.5%
below budget, primarily as a result of declining sales in Weston
frames and weakness in Wilton Crafts division.
     
Leverage remained very high for the 12 months ended March 31,
2008, at about 12.5x (including preferred stock, seller notes, and
holding company debt, but excluding planned cost savings).  As of
March 31, 2008, the company was also behind plan in achieving its
$27 million-$38 million cost savings target over 24 months.  In
addition, while the company was in compliance with its financial
covenant at quarter-end with sufficient cushion, S&P are concerned
about its ability to maintain this, as the covenant level tightens
in the third and fourth quarters of fiscal 2008.
     
The ratings on Wilton Products reflects its high leverage,
participation in a highly fragmented and low-barrier-to-entry
industry, vulnerability to fads, and integration risk.  Somewhat
offsetting these factors are the company's leading market
positions in the crafts and specialty housewares industry.
     
S&P are very concerned about the company's ability to reduce
leverage and maintain adequate cushion on its financial covenant
over the near term.  The company remains challenged to meet its
operating and integration plan.  S&P could lower ratings in the
next quarter if Wilton continues to experience weak operating
trends, if leverage increases further, or if the company fails to
maintain sufficient liquidity and cushion on its financial
covenants.  S&P believe that the company could trip its leverage
covenant in the second quarter if trailing-12-month EBITDA
declines by nearly 14% from current levels (assuming debt levels
do not increase significantly from current levels).  Although
unlikely over the near term, S&P would consider revising the
outlook to stable if the company can reduce leverage, maintain
adequate liquidity, and does not pursue a more aggressive
financial policy.


WINDHAM MILLS: Taps Keen to Dispose of Former Textile Mill
----------------------------------------------------------
Louis J. Testa, Esq., the Chapter 11 trustee for the bankruptcy
estate of Windham Mills Development Corporation, has retained Keen
Consultants, the real estate division of KPMG Corporate Finance
LLC and its wholly owned subsidiary KPMG CF Realty LLC, to market
and sell 283,504+/- total sq. ft. in six granite buildings along
the Willimantic River.  The buildings range between one and five
stories in height.  Of the 283,504+/- sq. ft., there is
approximately 60,685+/- sq. ft. of shell space in four of the
buildings.  Also available are 26+/- acres of adjacent vacant
land, that can be sold separately or with the Windham Mills
buildings.

"This previous textile mill provides a tremendous development
opportunity for a wide range of industries from residential and
hotel investors to the art community and film industries," says
Chris Mahoney, Director of KPMG Corporate Finance LLC.

"With two adjacent vacant lots, the growth potential is even more
appealing for many prospects.  A bid deadline of June 30, 2008 and
an auction date of July 2, 2008, have been established, subject to
Bankruptcy Court approval.  All interested parties are required to
submit bids in accordance with the bid procedures that will be
filed with the Court," Mahoney added.

On October 1, 2007, KPMG Corporate Finance LLC, a full service,
independent, middle-market investment bank, announced it had
acquired substantially all of the assets of Keen Consultants, LLC
and Keen Realty, LLC. Keen Consultants is operating as the Real
Estate Division of KPMG Corporate Finance LLC.

Established in 1982, Keen specializes in selling excess assets and
restructuring real estate and lease portfolios for companies in
bankruptcy.  Keen has had extensive experience solving complex
problems and evaluating and selling real estate, leases and
businesses.  Keen, a leader in identifying strategic investors and
partners for businesses, has consulted with hundreds of clients
nationwide, and evaluated and disposed of more than 20,000
properties containing nearly 2 billion sq. ft. across the country.  
Former clients included Cable & Wireless, Elliott Building Group,
Movie Gallery/Hollywood Video, Spiegel/Eddie Bauer, Arthur
Andersen, Service Merchandise, Warnaco, and JP Morgan Chase.

For more information regarding the disposition of the property,
please contact Keen Consultants/KPMG Corporate Finance LLC, 1305
Walt Whitman Road, Suite 200, Melville, NY 11747, Telephone: 631-
351-7800, Email: cjmahoney@kpmg.com, Attn: Chris Mahoney.

Windham Mills Development Corporation leases building spaces for
company offices.  It filed for bankruptcy protection on Dec. 15,
2004, before the U.S. Bankruptcy Court for the District of
Connecticut in Hartford (Case No. 04-23619).  Robert U. Sattin,
Esq., at Reide & Riege, P.C., represents the Debtor.  When it
filed for bankruptcy, the Debtor declared $0 to $50,000 in
estimated assets, and $10 million to $50 million in estimated
debts, including $22,000,000 in debt owed to the State of
Connecticut Department of Economic & Community Development, and
$2,250,000 owed to the town of Windham.


WMC MORTGAGE: Fitch Takes Rating Actions on 16 Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on 16 WMC Mortgage Corp.
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed from Rating Watch Negative.

WMC 1997-1
-- M-1 affirmed at 'AA+';
-- M-2 affirmed at 'A-';
-- B-1 remains at 'CCC/DR1';

Deal Summary
-- Originators: WMC Mortgage Corp (100%)
-- 60+ day Delinquency: 31.32%
-- Realized Losses to date (% of Original Balance): 8.02%

WMC 1997-2
-- M-1 affirmed at 'AA';
-- M-2 affirmed at 'A';
-- B-1 affirmed at 'B';

Deal Summary
-- Originators: WMC Mortgage Corp (100%)
-- 60+ day Delinquency: 27.03%
-- Realized Losses to date (% of Original Balance): 8.37%

WMC 1998-1
-- M-1 affirmed at 'AA';
-- M-2 affirmed at 'A';
-- B affirmed at 'B';

Deal Summary
-- Originators: WMC Mortgage Corp (100%)
-- 60+ day Delinquency: 27.47%
-- Realized Losses to date (% of Original Balance): 9.12%

WMC 1999-A
-- A affirmed at 'AAA";
-- M-1 affirmed at 'AA+';
-- M-2 affirmed at 'AA-';
-- M-3 affirmed at 'BBB+';

Deal Summary
-- Originators: WMC Mortgage Corp (100%)
-- 60+ day Delinquency: 21.18%
-- Realized Losses to date (% of Original Balance): 6.32%

WMC 2000-A
-- A affirmed at 'AAA";
-- M-1 affirmed at 'AA';
-- M-2 affirmed at 'A';

Deal Summary
-- Originators: WMC Mortgage Corp (100%)
-- 60+ day Delinquency: 22.87%
-- Realized Losses to date (% of Original Balance): 6.65%


XERIUM TECHNOLOGIES: S&P Holds CCC+ Rating and Removes Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.  The Youngsville, North
Carolina-based manufacturer of consumable products necessary for
paper manufacturing had total debt of roughly $672 million as of
March 31, 2008.
      
"The CreditWatch resolution reflects that Xerium has secured a
credit facility amendment that reduces the likelihood of a
financial covenant breach," said Standard & Poor's credit analyst
James Siahaan.  In addition, the positive outlook reflects the
possibility that S&P could raise the ratings in the near future,
provided that the company maintains adequate headroom under the
financial covenants through cash generation and debt repayment.
Headroom under the company's total leverage ratio, interest
coverage ratio, and fixed-charge coverage ratio has increased, and
dividend payments (which had been a heavy use of Xerium's cash in
recent years) have been prohibited for the remaining life of the
credit agreement.

In addition, the company now has the ability to exempt certain
exchange rate fluctuations in calculating its total leverage
ratio; the inability to do so had contributed to high leverage
figures under the previous calculations, as exchange rates moved
against the U.S. dollar and Xerium's foreign debt balance outpaced
its earnings growth.
     
The ratings on Xerium reflect the company's highly leveraged
balance sheet, its limited liquidity, its modest size as a
supplier to niche markets, and its dependence on the papermaking
industry, all of which limit the company's organic growth
potential.  Partly mitigating these weaknesses are the company's
good operating margins, its geographic diversity, and the strong
competitive position of its niche product.
     
The recent amendment to Xerium's credit agreement has alleviated
short-term liquidity pressures.  S&P could raise the ratings if
the company is successful in generating cash, reducing costs,
paying down debt, and maintaining adequate headroom under its
credit agreement.  However, Standard & Poor's notes that while the
receipt of the amendment is positive, financial covenants will
tighten in the fourth quarter of 2008, which may potentially cause
liquidity issues to reappear.  S&P would want to see more clarity
on this possibility before taking further rating actions.


ZAIS INVESTMENT: Moody's Cuts Notes Ratings, to Undertake Review
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ZAIS Investment Grade Limited X.

Class Description: $50,000,000 Class B Senior Subordinate Secured
Floating Rate Notes Due 2057

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $32,500,000 Class C Senior Subordinate Secured
Floating Rate Notes Due 2057

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

Class Description: $5,000,000 Class D Subordinate Secured Floating
Rate Notes Due 2057

  -- 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.


ZIFF DAVIS: Files Supplements to Amended Joint Chapter 11 Plan
--------------------------------------------------------------
Ziff Davis Media, Inc., and its-debtor affiliates, delivered to
the United States Bankruptcy Court for the Southern District of
New York on May 30, 2008, copies of supplements to its Second
Amended Joint Chapter 11 Plan of Reorganization.  The Debtors'
Plan Supplements consist of:

   (a) Schedule of Rejected Contracts, which include:

       Name & Address         Debtor          Agreement Type
       --------------         ------          --------------
       James Hasl             Ziff Davis      Stock Purchase
       78 Warren St.          Media, Inc.     Agreement
       Somers, NY 10589

       Julie Herness
       1400 W.Lake
       Sammamish Pkwy NE
       Bellevue, WA 98008

       Monica O'Reilly
       535 Woodlands Road
       Harrison, NY 10528

       With a copy to:

       Reitler Brown LLC
       800 Third Avenue
       21st Floor
       New York, NY 10022
       Attn:  Edward G.
              Reitler

       Minds2Let              Ziff Davis      Consulting
       Attn:  Legal Dept.     Media, Inc.     Agreement
       51 Lexington Court
       Twp. of Washington,
       New Jersey 07676

       Robert Callahan        Ziff Davis      Separation
       1 Apawamis Avenue      Holdings, Inc.  Agreement
       Rye, NY 10580

       Terracotta, Inc.       Ziff Davis      Supply
       Attn:  Legal Dept.     Media, Inc.     Agreement
       650 Townsend Street
       Suite 325
       San Francisco
              California 94103

   (b) Notice of Intent to Assume Contracts and Leases and
       Proposed Cure Schedule.

       The Debtors intend to assume more than 190 contracts on
       the effective date of their Plan of Reorganization,
       including:

                                        Agreement         Cure
       Party              Debtor        Type              Amount
       -----              ------        ---------         ------
       63 Madison         Ziff Davis    Real Property   $542,474
       Associates LP      Media, Inc.

       Kable              Ziff Davis    Service          222,680
       Fulfillment        Media, Inc.   Agreement
       Services, Inc.

       RCM Technologies   Ziff Davis    Consulting        95,300
                          Media, Inc.   Agreement

       Cogent             Ziff Davis    Service           83,231
       Communications,    Media, Inc.   Agreement
       Inc.

       Yesmail f/k/a      Ziff Davis    License           58,516
       Digital            Media, Inc.   Agreement
       Connexxions

       Verizon Business   Ziff Davis    Service           50,000
       Services           Media, Inc.   Agreement

       Microsoft          Ziff Davis    License           45,275
       Corporation        Media, Inc.   Agreement

       RPM Associates     Ziff Davis    Service           39,381
                          Media, Inc.   Agreement

       DoubleClick,       Ziff Davis    Service           36,051
       Inc.               Media, Inc.   Agreement

                          Ziff Davis
                          Publishing,
                          Inc.

       Insys Consulting   Ziff Davis    Consulting        32,543
       Services           Media, Inc.   Agreement

       Google, Inc.       Ziff Davis    Service           26,195
                          Media, Inc.   Agreement

       Hines 101 Second   Ziff Davis    Real Property     25,432
       Street LP          Media, Inc.

       Omail, Inc.        Ziff Davis    Service           24,158
                          Media, Inc.   Agreement

       Vericenter, Inc.   Ziff Davis    Service           22,763
                          Media, Inc.   Agreement

       National           Ziff Davis    Service           20,668
       Publishers         Media, Inc.   Agreement
       Services, Inc.

       Access Media       Ziff Davis    Service           20,000
                          Media, Inc.   Agreement

       ProxyIT, Inc.      Ziff Davis    Service           20,000
                          Media, Inc.   Agreement

       Volt Delta         Ziff Davis    Service           18,682
       Resources, Inc.    Media, Inc.   Agreement

       Zinio Systems,     Ziff Davis    Service           15,963
       Inc.               Media         Agreement

       Email Response     Ziff Davis    Service           14,722
       Systems            Media, Inc.   Agreement

       Sprint Solutions,  Ziff Davis    Service           13,970
       Inc.               Media, Inc.   Agreement

       M2 Media           Ziff Davis    Service           13,722
       Group              Media, Inc.   Agreement

       Value Mags         Ziff Davis    Offer & Product   13,512
                          Media, Inc.   Authorizations

       MBPS.Com, Inc.     Ziff Davis    Equipment         13,500
                          Media, Inc.   Lease

       Panther Express,   Ziff Davis    Service           12,350
       Inc.               Media, Inc.   Agreement

       Limelight          Ziff Davis    Service           12,250
       Networks           Media, Inc.   Agreement

                          Ziff Davis
                          Internet,
                          Inc.

       Media Mark         Ziff Davis    License           12,031
       Research, Inc.     Media, Inc.   Agreement

       Pillar Data        Ziff Davis    Service           11,496
       Systems            Media, Inc.   Agreement

       NetRatings, Inc.   Ziff Davis    Service           11,379
                          Media, Inc.   Agreement

       ComSys Services    Ziff Davis    Service           10,373
       LLC                Media, Inc.   Agreement

       Loricom            Ziff Davis    Service            9,964
                          Media, Inc.   Agreement

       Digital River,     Ziff Davis    License            8,804
       Inc.               Media, Inc.   Agreement

       Professional       Ziff Davis    Service            7,138
       Interactive        Media, Inc.   Agreement
       Entertainment,
       Inc.

       Lithium            Ziff Davis    License            6,565
       Technologies       Media, Inc.   Agreement
       Inc.

       QSP, Inc.          Ziff Davis    Service            6,250
                          Media, Inc.   Agreement

       Hitwise Pty, Ltd   Ziff Davis    Service            3,000
                          Media         Agreement

       Consumer Mktg.     Ziff Davis    Distribution       2,812
       Solutions LLC      Media, Inc.   Agreement

       Yahoo Search       Ziff Davis    Service            2,831
       Marketing          Media, Inc.   Agreement

       FeedBurner         Ziff Davis    Service            1,600
                          Media, Inc.   Agreement

   (c) New Debtors Certificates of Incorporation;

   (d) New Debtors By-Laws;

   (e) New Shareholder Agreement; and

   (f) Form of Warrant Agreement.

The Debtors notified the Court that they will provide three
additional Plan Supplements at a later date:

   -- The Directors of Reorganized Ziff Davis Holdings;
   -- The New Management Incentive Plan; and
   -- The Form of New Senior Secured Note Documents.

A copy of the Debtors' Plan Supplements is available for free at
http://bankrupt.com/misc/PlanSupplements.pdf

The assumption of the identified contracts is subject to the
entry of an order confirming the Plan.  Any objections to the
proposed cure amount or the assumption of a contract must be
served  and received no later than 4:00 p.m. Eastern time on June
30, 2008, by:

   (i) counsel for the Debtors, Winston & Strawn LLP, 35 West
       Wacker Drive, Chicago, IL 60601, Attn: Mark K. Thomas and
       Daniel J. McGuire;

  (ii) the Office of the United States Trustee for the Southern
       District of New York, 33 Whitehall Street, Suite 2100, New
       York, NY 10004, Attn: Brian S. Masumoto and Serene Nakano;

(iii) counsel for the Official Committee of Unsecured Creditors,
       O'Melveny & Myers LLP, Times Square Tower, 7 Times Square,
       New York, NY 10036, Attn: Michael J. Sage; and

  (iv) counsel for the Ad Hoc Senior Secured Note Holder Group,
       Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue
       of the Americas, New York, NY 10019, Attn: Brian Hermann.


* Bankruptcies Soar 30% in Latest 12-Month Period
-------------------------------------------------
Bankruptcy filings in the federal courts for the 12-month period
ending March 31, 2008, exceeded 900,000, according to statistics
released June 3, 2008, by the Administrative Office of the U.S.
Courts.  The 901,927 bankruptcy cases filed represent a 30%
increase over the 695,575 cases filed in the 12-month period
ending March 31, 2007.

After an initial drop in bankruptcy filings following the October
17, 2005, implementation date of the Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005, filings have risen gradually.  
Calendar year 2007 filings saw a 38% increase.  September 2007
filings were the highest of any previous 12-month period since
December 2006.

                Business and Non-business Filings

The majority of bankruptcy filings are filings involving
predominantly non-business debts.  Non-business filings -- also
called personal or consumer filings -- for the 12-month period
ending March 31, 2008, totaled 871,186, up 29% from the 673,615
bankruptcies filed in the 12-month period ending March 31, 2007.

Filings involving predominantly business debts also rose
substantially.  They totaled 30,741, up 40% from the 21,960
business bankruptcies filed in the 12-month period ending March
31, 2007.

                        Filings by Chapter

For the 12-month period ending March 31, 2008, filings rose for
all bankruptcy chapters, except for Chapter 12.

    * Chapter 7 filings rose 36% to 560,015, compared to the
413,294 Chapter 7 filings in the 12-month period ending March 31,
2007.

    * Chapter 13 filings rose 21% to 334,551, from the 276,649
bankruptcies filed in the 12-month period ending March 31, 2007.

    * Chapter 11 filings rose 34% to 6,971 compared to the 5,199
Chapter 11 filings in the same time period in 2007.

    * Chapter 12 filings fell 8% to 343, from the 372 filings for
the 12-month period ending March 2007.

         Total Bankruptcy Filings by Bankruptcy Chapter
                 Years Ended March 31, 2003-2008

   Year   Chapter 7  Chapter 11  Chapter 12  Chapter 13
   ----   ---------  ----------  ----------  ----------
   2008     560,015       6,971         343     334,551
   2007     413,294       5,199         372     276,649
   2006   1,432,074       6,497         366     355,756
   2005   1,141,715       7,115         189     441,838
   2004   1,176,654      11,649         573     465,878
   2003   1,135,436      10,722         632     464,369

                Business and Non-Business Filings
                 Years Ended March 31, 2003-2008

     Year       Total  Non-Business   Business
     ----       -----  ------------   --------
     2008     901,927       871,186     30,741
     2007     695,575       673,615     21,960
     2006   1,794,795     1,759,503     35,292
     2005   1,590,975     1,559,023     31,952
     2004   1,654,847     1,618,062     36,785
     2003   1,611,268     1,573,720     37,548

                        Quarterly Filings

    PERIOD    FILINGS     PERIOD    FILINGS     PERIOD    FILINGS
    ------    -------     ------    -------     ------    -------
   03/31/08   245,695    03/31/04   407,572    03/31/00   312,335
   12/31/07   226,413    12/31/03   393,348    12/31/99   318,634
   09/30/07   218,909    09/30/03   412,989    09/01/99   323,550
   06/30/07   210,449    06/30/03   440,257    06/30/99   345,956
   03/31/07   193,641    03/31/03   412,968    03/31/99   330,784

   12/31/06   177,599    12/31/02   395,129    12/31/98   353,108
   09/30/06   171,146    09/30/02   401,306    09/30/98   361,205
   06/30/06   155,833    06/30/02   400,686    06/30/98   373,460
   03/31/06   116,771    03/31/02   379,012    03/31/98   354,118

   12/31/05   667,431    12/31/01   364,921    12/31/97   347,685
   06/30/05   542,002    09/30/01   359,518    09/30/97   353,515
   06/30/05   467,333    06/30/01   400,394    06/30/97   367,168
   03/31/05   401,149    03/31/01   366,841    03/31/97   335,073

   12/31/04   371,668    12/31/00   310,169    12/31/96   311,131
   09/30/04   396,438    09/30/00   308,718    09/30/96   303,309
   06/30/04   421,110    06/30/00   321,729    06/30/96   297,162
                                               03/31/96   266,149


* IATA Projects US$2.3 Billion Loss in Airline Industry
-------------------------------------------------------
The International Air Transport Association revised its industry
financial forecast for 2008 significantly downwards to a loss of
US$2.3 billion.  The forecast uses a consensus oil price of
US$106.5 per barrel crude (Brent).  This is a swing of US$6.8
billion from the previously forecasted industry profit of US$4.5
billion that was announced in March and based on an average oil
price of US$86 per barrel (Brent).

"For every dollar that the price of fuel increases, our costs go
up by US$1.6 billion," said Giovanni Bisignani, IATA Director
General and CEO at the Association's 64th Annual General Meeting
and World Air Transport Summit (WATS/AGM) which opened June 2,
2008, in Istanbul, Turkey.  The industry's total fuel bill in 2008
is expected to be US$176 billion (based on oil at US$106.5 per
barrel) accounting for 34% of operating costs.  This is US$40
billion more than the 2006 bill which was US$136 billion (29% of
operating costs).  In 2002, the bill was US$40 billion, equal to
13% of costs.

US$6.1billion would represent the industry loss during 2008 based
on spot price of crude oil of US$135 per barrel for the rest of
the year.  The average to date has been US$105 a barrel so this
would bring the average spot price for the year to US$122 per
barrel.

"We also need to take a reality check.  Despite the consensus of
experts on the oil price, today's oil prices make the US$2.3
billion loss look optimistic. For every dollar that the oil price
increases, we add US$1.6 billion to costs.  If we see US$135 oil
for the rest of the year, losses could be US$6.1 billion," said
Bisignani.

"The situation has changed dramatically in recent weeks.  Oil
skyrocketing above US$130 per barrel has brought us into uncharted
territory.  Add in the weakening global economy and this is yet
another perfect storm," said Bisignani.

"Oil is changing everything.  There are no easy answers.  In the
last six years, airlines improved fuel efficiency by 19% and
reduced non-fuel unit costs by 18%.  There is no fat left.  To
survive this crisis, even more massive changes will be needed
quickly.  Air transport is a catalyst for US$3.5 trillion in
business and 32 million jobs.  This is an extraordinary crisis
with the potential to re-shape the industry with impacts
throughout the global economy.  Governments, industry partners and
labor must deliver change," said Bisignani.


* Polsinelli Expands National Presence, Opens Delaware Office
-------------------------------------------------------------
Polsinelli Shalton Flanigan Suelthaus PC, opened a new Wilmington,
Delaware office to bolster its presence on the East Coast and
provide counsel to Polsinelli's current clients involved in
bankruptcy and financial restructuring challenges.  Seasoned
Bankruptcy and Financial Restructuring attorney Christopher A.
Ward will serve as the Managing Shareholder and direct
Polsinelli's 10th national office.  Initially, the Delaware
office will focus on all aspects of bankruptcy, including local
Delaware counsel to other referring law firms and the ability to
serve as conflicts, avoidance action and claims administration
counsel for matters pending in Delaware.  Eventually, it will
provide clients a broad spectrum of expertise in corporate
matters, including corporate litigation, business transactions and
intellectual property.

"Delaware is a leader in corporate law and one of the most
important markets in the U.S. to practice bankruptcy and financial
restructuring law today.  This strategic addition to our
rapidly growing firm will allow us to better serve existing and
future clients," said James E. Bird, chair of Polsinelli's
Bankruptcy and Financial Restructuring Group.

Daniel J. Flanigan, chair of the firm's Financial Services
Department, said Polsinelli's moving to Delaware was consistent
with the firm's strategic plan.  "We've become a national player
in financial services through steady, aggressive and
deliberate growth," he said.  "We've planned for several years to
enter the Delaware market.  Delaware, along with New York, has
become the major center for bankruptcy filings.  Bankruptcy and
Financial Restructuring is a key component of any financial
services practice, and we are pleased to have found the right
opportunity in Chris Ward to make this strategic move."

Mr. Ward has practiced law in Delaware for the past nine years,
focusing his practice on bankruptcy, financial restructuring, out-
of-court workouts and debtor in possession financing. He has
represented numerous Chapter 11 debtors, Chapter 7 trustees,
creditors' committees, equity committees and shareholders,
liquidating and litigation trusts, asset purchasers, institutional
lenders and individual creditors.

At present, Mr. Ward is serving as co-counsel to American LaFrance
LLC in its Chapter 11 case pending in Delaware.  The company is
the largest manufacturer of fire trucks and emergency vehicles.  
He also is co-counsel to the official committee of unsecured
creditors in the Chapter 11 case of Amp'd Mobile LLC, a national
cellular telephone and content provider.  Mr. Ward also was co-
counsel to The LoveSac Corporation and several of its affiliates
in their Chapter 11 cases.

Among his numerous career highlights, he has served as:

   -- counsel to a major residential developer in an out-of-court
      restructuring of outstanding indebtedness;

   -- counsel to second lien holders not part of ad hoc committee
      in a Chapter 11 case of Werner Corporation, that supplies
      ladders and climbing equipment;

   -- counsel to Official Committee of Equity Security Holders in
      Chapter 11 cases of Trump Hotels and Casino Resorts based
      in Atlantic City, New Jersey; and

   -- counsel to debtors in Chapter 11 cases for the franchisee
      of more than 300 restaurants nationwide.

Mr. Ward graduated cum laude from Widener University School of Law
in Wilmington, Delaware.  He is a member of the American
Bankruptcy Institute and Turnaround Management Association, and is
admitted before the Supreme Court of the State of Delaware, the
U.S. District Court in the District of Delaware and the Third
Circuit Court of Appeals.  "[Mr. Ward's] extensive bankruptcy and
financial restructuring experience makes him a terrific addition
to our firm," said W. Russell Welsh, Polsinelli's chairman and
chief executive officer.  "His experience and strong relationships
and the firm's new Delaware office will most certainly contribute
to the growth and national reputation of our Financial Services
practice."

Polsinelli's corporate finance experience covers all aspects of
the financial and strategic growth needs of life sciences
businesses, from angel and venture capital financings,
government-backed incentives and creative secured and mezzanine
loan financings to private placements and public offerings.

The Bankruptcy and Financial Restructuring Law Group at Polsinelli
has a strong reputation and history of success in business loan
workouts, Chapter 11 business reorganizations, bankruptcies and
insurance company insolvencies.  Attorneys have represented
clients in a broad spectrum of industries, including real estate
development, agricultural cooperatives, airline, trucking,
manufacturing, health care, insurance, nonprofit, utilities,
steel, agriculture, service and retail.

With more than 300 attorneys, Polsinelli Shalton Flanigan
Suelthaus -- http://www.polsinelli.com/-- is a Midwest-based law  
firm with a national reach, and is a recognized leader in the
areas of financial services, real estate, business law,
litigation, life sciences and health care.  The firm, which the
National Law Journal ranked as No. 145 among the nation's top 250
law firms in 2007, provides legal services on a national scale for
Fortune 500 companies, investment banks and financial
institutions, and on a Midwest regional basis to entrepreneurs,
large nonprofit organizations and health care organizations.  
Polsinelli has offices in Kansas City, St. Louis, Chicago, New
York, Washington, D.C., Wilmington, Del., Overland Park and
Topeka, Kan., and Edwardsville, Ill.


* Patton Boggs Laywer Authors New Book on Credit Crisis
-------------------------------------------------------
It is no secret that the credit crisis has caused substantial
economic loss and the list of casualties includes some of the
nation's largest lenders.

"But the worst is yet to come," said Talcott J. Franklin, a Patton
Boggs partner, who recently co-authored a new book, the Mortgage &
Asset Backed Securities Litigation Handbook, on the legal
implications of the credit crisis.  "Subprime borrowers, as the
weakest link, were the first to fall.  Many more American families
and businesses live beyond their means on credit.  The bills are
coming due, and someone has to pay them."

The lionshare of the debt was securitized so the impact of
defaults on these loans will not be localized to a single
industry, but will be widely felt both here and overseas, Franklin
said.

Franklin and co-author Thomas F. Nealon III, general counsel at
LNR Partners, Inc. see their book as a crucial source for lawyers
and investors alike as they navigate the credit crisis in search
of deals and potential litigation.

Published by West Legalworks and Thomson West, the book describes
the history and probable future of the mortgage and asset-backed
securities market. It analyzes what went wrong and provides
information vital to sophisticated investors, lawyers, and policy
makers related to the claims and defenses that will be asserted as
a result of the credit crisis.

"I am certain that this book will be an essential tool and
required reading material for any attorney handling this type of
litigation," said Nealon, who regularly retains counsel to handle
mortgage backed securities litigation.  "In recent months,
mortgage backed securities and securitization have become common
if not daily topics of discussion in not only business and legal
publications but in the general press as well.  This book is
unique and at the present time a one of a kind resource that
addresses all of the issues relevant to this discussion."

Franklin has litigated numerous cases related to the sale and/or
securitization of loans involving issues such as loan origination,
interim servicing, loan payment, and loan security. For more
information: http://www.pattonboggs.com/tfranklin/

As general counsel for LNR Partners, Nealon works for the largest
special servicer in the commercial mortgage backed securities
industry. Its portfolio is about $250 billion in commercial real
estate mortgage loans.

To listen to a podcast featuring a discussion with Franklin or
Nealon go to http://www.westlegalworks.com/

                             Patton Boggs LLP

Based in Washington, D.C., Patton Boggs is a national leader in
public policy, litigation, and business law, and is well known for
its deep bipartisan roots in the national political arena.  The
firm's core practice areas are Public Policy and Regulatory,
Litigation, Business, and Intellectual Property.  With offices in
Northern Virginia, New Jersey, New York, Dallas, Denver,
Anchorage, and internationally in Doha, Qatar, more than 600
lawyers and professionals provide comprehensive, practical, and
cost-effective legal counsel to clients around the globe.

On the Net: http://www.pattonboggs.com/


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Capital Builders, LLC
   Bankr. E.D. N.C. Case No. 08-03415
      Chapter 11 Petition filed May 20, 2008
         See http://bankrupt.com/misc/nceb08-03415.pdf

In Re Brown Family Properties, Inc.
   Bankr. S.D. Ala. Case No. 08-11836
      Chapter 11 Petition filed May 26, 2008
         See http://bankrupt.com/misc/alsb08-11836.pdf

In Re William Thomason
   Bankr. N.D. Ala. Case No. 08-02563
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/alnb08-02563.pdf

In Re Marine Services, Inc.
   Bankr. W.D. Ark. Case No. 08-72086
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/arwb08-72086.pdf

In Re Mansfield Development Group, LLC
   Bankr. W.D. Ark. Case No. 08-72092
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/arwb08-72092.pdf

In Re Mario I. Garcia
   Bankr. D. Ariz. Case No. 08-06185
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/azb08-06185.pdf

In Re Edmond K. Safarian
   Bankr. D. Ariz. Case No. 08-06213
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/azb08-06213.pdf

In Re Jeffrey W. Kentner
   Bankr. C.D. Calif. Case No. 08-17474
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/cacb08-17474.pdf

In Re Fortune Square, LLC
   Bankr. S.D. Fla. Case No. 08-17010
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/flsb08-17010.pdf

In Re Lawrence P. Kelly
   Bankr. N.D. Ill. Case No. 08-13596
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/ilnb08-13596.pdf

In Re Industrial Control Solutions, Inc.
      aka I.C.S.
   Bankr. D. Mass. Case No. 08-41701
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/mab08-41701.pdf

In Re R. Scott Dinger
   Bankr. E.D. Mich. Case No. 08-32207
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/mieb08-32207.pdf

In Re Jesse Wesley Johnson, III
   Bankr. E.D. N.C. Case No. 08-03594
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/nceb08-03594.pdf

In Re Legends Sports Grill, Inc.
   Bankr. N.D. Ohio Case No. 08-32729
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/ohnb08-32729.pdf

In Re Reaching Out for Jesus Christian Center
   Bankr. M.D. Penn. Case No. 08-51511
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/pamb08-51511.pdf

In Re Elisewes, Inc.
   Bankr. W.D. Penn. Case No. 08-23482
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/pawb08-23482.pdf

In Re Amish Accents, LLC
   Bankr. W.D. Penn. Case No. 08-23488
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/pawb08-23488.pdf

In Re Joseph Murphy
      dba Truck & Tractor Sales
   Bankr. W.D. Penn. Case No. 08-70573
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/pawb08-70573.pdf

In Re Michel K. Gardner
   Bankr. C.D. Calif. Case No. 08-13496
      Chapter 11 Petition filed May 28, 2008
         Filed as Pro Se

In Re Acadian Hills Developers, LLC
   Bankr. N.D. Fla. Case No. 08-50248
      Chapter 11 Petition filed May 28, 2008
         Filed as Pro Se

In Re Kenneth R. Miller
   Bankr. E.D. Va. Case No. 08-71765
      Chapter 11 Petition filed May 28, 2008
         See http://bankrupt.com/misc/vaeb08-71765.pdf

In Re Michael A. Urioste
   Bankr. N.D. Ala. Case No. 08-41076
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/alnb08-41076.pdf

In Re F20 Abbotts, LLC
   Bankr. N.D. Ga. Case No. 08-69905
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/ganb08-69905.pdf

In Re Personal Office, Inc.
   Bankr. N.D. Ill. Case No. 08-13652
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/ilnb08-13652.pdf

In Re Velpen C-D Landfill, Inc.
   Bankr. S.D. Ind. Case No. 08-70683
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/insb08-70683.pdf

In Re Commemorative Services, Inc.
   Bankr. W.D. Ky. Case No. 08-10780
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/kywb08-10780.pdf

In Re Marilyn Fridmann
      aka Marilyn E. Fridmann
   Bankr. D. N.J. Case No. 08-19933
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/njb08-19933.pdf

In Re Oral & Maxillopfacial Prosthodontics of Ridgewood, PA
   Bankr. D. N.J. Case No. 08-19952
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/njb08-19952.pdf

In Re Karen E.R. Demma
   Bankr. W.D. Penn. Case No. 08-23546
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/pawb08-23546.pdf

In Re Kenneth G. Butya
   Bankr. W.D. Penn. Case No. 08-23558
      Chapter 11 Petition filed May 29, 2008
         See http://bankrupt.com/misc/pawb08-23558.pdf

In Re Robert Eugene Wallace
   Bankr. S.D. Ind. Case No. 08-80778
      Chapter 11 Petition filed May 29, 2008
         Filed as Pro Se

In Re Anthony L. King, Sr.
   Bankr. D. Md. Case No. 08-17188
      Chapter 11 Petition filed May 29, 2008
         Filed as Pro Se

In Re Gidenons Gate, Inc.
   Bankr. S.D. Ind. Case No. 08-06277
      Chapter 11 Petition filed May 29, 2008
         Filed as Pro Se

In Re Rebecca Lynn Engle
   Bankr. D. Ariz. Case No. 08-06355
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/azb08-06355.pdf

In Re Tiare Management Group, Inc.
   Bankr. D. Ariz. Case No. 08-06374
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/azb08-06374.pdf

In Re Haim Altit
   Bankr. S.D. Fla. Case No. 08-17199
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/flsb08-17199.pdf

In Re General Freight Sales, Inc.
      aka Furniture General
      aka General Freight Square
      aka General Freight Furniture
   Bankr. S.D. Ga. Case No. 08-11046
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/gasb08-11046.pdf

In Re Lee Erik Thompson
   Bankr. D. Idaho Case No. 08-01026
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/idb08-01026.pdf

In Re Robert W. Perry, Jr.
   Bankr. D. Idaho Case No. 08-40434
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/idb08-40434.pdf

In Re RTS Solutions, Inc.
      fka Advantage Medical Equipment, LLC
   Bankr. D. Md. Case No. 08-17303
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/mdb08-17303.pdf

In Re David Gene Deck
   Bankr. W.D. Mo. Case No. 08-60972
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/mowb08-60972.pdf

In Re True Light Deliverance Church, Inc.
   Bankr. D. N.J. Case No. 08-20126
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/njb08-20126.pdf

In Re Renewal Operations, Inc.
   Bankr. M.D. Penn. Case No. 08-51548
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/pamb08-51548.pdf

In Re Renewal Realty, Inc.
   Bankr. M.D. Penn. Case No. 08-51550
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/pamb08-51550.pdf

In Re WNewton Passive Investments, LLC
   Bankr. W.D. Tex. Case No. 08-51531
      Chapter 11 Petition filed May 30, 2008
         Filed as Pro Se

In Re Kevin Eugene Dixon
   Bankr. N.D. Ga. Case No. 08-70031
      Chapter 11 Petition filed May 30, 2008
         Filed as Pro Se

In Re Rodriguez Gas & Oil Services, Inc.
   Bankr. S.D. Tex. Case No. 08-50152
      Chapter 11 Petition filed May 30, 2008
         See http://bankrupt.com/misc/txsb08-50152.pdf

In Re Beasley's Enterprises, LLC
   Bankr. D. Ariz. Case No. 08-06435
      Chapter 11 Petition filed June 1, 2008
         See http://bankrupt.com/misc/azb08-06435.pdf

In Re Edward M. Vick
   Bankr. D. S.C. Case No. 08-03251
      Chapter 11 Petition filed June 1, 2008
         See http://bankrupt.com/misc/scb08-03251.pdf

In Re Artis L. Webb & Associates
   Bankr. N.D. Ga. Case No. 08-70413
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/ganb08-70413.pdf

In Re Belleville Imaging, Inc.
   Bankr. S.D. Ill. Case No. 08-31199
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/ilsb08-31199.pdf

In Re Med Link America, Inc.
   Bankr. E.D. La. Case No. 08-11235
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/laeb08-11235.pdf

In Re RCT Green, Inc.
      dba Jai Tire
   Bankr. D. N.M. Case No. 08-11788
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/nmb08-11788.pdf

In Re Metro Redevelopment, LLC
   Bankr. E.D. Penn. Case No. 08-13645
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/paeb08-13645.pdf

In Re Louis J. Domiano, Jr.
   Bankr. M.D. Penn. Case No. 08-51563
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/pamb08-51563.pdf

In Re Sharon Lynn Terrazas
      aka Sharon Lynn Laudermilch
   Bankr. D. S.C. Case No. 08-03274
      Chapter 11 Petition filed June 2, 2008
         Filed as Pro Se

In Re Unlimited Investments, Inc.
   Bankr. N.D. Ga. Case No. 08-70433
      Chapter 11 Petition filed June 2, 2008
         Filed as Pro Se

In Re Konia Prinster
   Bankr. C.D. Calif. Case No. 08-13627
      Chapter 11 Petition filed June 2, 2008
         Filed as Pro Se

In Re Jay Jack Dana
   Bankr. D. Nev. Case No. 08-15760
      Chapter 11 Petition filed June 2, 2008
         Filed as Pro Se

In Re John B. Barnett
   Bankr. N.D. Tex. Case No. 08-42526
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/txnb08-42526.pdf

In Re Kushan Corp.
   Bankr. W.D. Wash. Case No. 08-42574
      Chapter 11 Petition filed June 2, 2008
         See http://bankrupt.com/misc/wawb08-42574.pdf

In Re Eastern Imports, LLC
   Bankr. D. Conn. Case No. 08-31802
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/ctb08-31802.pdf

In Re Colen Franceschini
   Bankr. M.D. Fla. Case No. 08-08078
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/flmb08-08078.pdf

In Re Sofie's Gourmet, Inc.
   Bankr. S.D. Fla. Case No. 08-17413
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/flsb08-17413.pdf

In Re Vicki A. Conley
      fka Vicki A Smith
      fka VIcki A Hargett
   Bankr. N.D. Ga. Case No. 08-21472
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/ganb08-21472.pdf

In Re Green Acres Child Care Center, Inc.
   Bankr. M.D. Ga. Case No. 08-10851
      Chapter 11 Petition filed June 3, 2008
         Filed as Pro Se

In Re L.D. Anderson, Jr.
   Bankr. S.D. Tex. Case No. 08-33656
      Chapter 11 Petition filed June 3, 2008
         Filed as Pro Se

In Re Vickson Development, LLC
   Bankr. N.D. Ga. Case No. 08-70584
      Chapter 11 Petition filed June 3, 2008
         Filed as Pro Se

In Re Eric Joseph Barnes
   Bankr. N.D. Calif. Case No. 08-42807
      Chapter 11 Petition filed June 3, 2008
         Filed as Pro Se

In Re Keith D. McKenzie Homestead
   Bankr. N.D. Tex. Case No. 08-32745
      Chapter 11 Petition filed June 3, 2008
         Filed as Pro Se

In Re TXS United Housing Program, Inc.
   Bankr. N.D. Tex. Case No. 08-32741
      Chapter 11 Petition filed June 3, 2008
         Filed as Pro Se

In Re Ed's Deli, Inc.
   Bankr. N.D. Tex. Case No. 08-32761
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/txnb08-32761.pdf

In Re Douglas Scott Hunter
   Bankr. W.D. Wash. Case No. 08-42593
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/wawb08-42593.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***