TCR_Public/080609.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 9, 2008, Vol. 12, No. 136           

                             Headlines

9632 PARTNERS: Voluntary Chapter 11 Case Summary
ACCREDITED HOME: Owner Acquires Bear Stearns Mortgage Assets
ADVOCAT INC: Shareholders Spurn Suggestion to Liquidate Company
AEGIS MORTGAGE: Seeks to Extend Removal Deadline to August 11
AIRGAS INC: Moody's Assigns Ba2 Rating to $350MM Sub. Notes

ALBERT DAVIS: Case Summary & 8 Largest Unsecured Creditors
ALLEGHENY ENERGY: S&P Lifts Sr. Unsecured Ratings to BBB- from BB+
ALLEN SYSTEMS: S&P Puts Rating on Neg. Watch on Disclosure Delay
ALLEN-VANGUARD: Moody's Assigns SGL-3 Liquidity Rating
ALLTEL CORP: Proposed Verizon Buyout Cues Fitch to Put Neg. Watch

ALLTEL CORP: Verizon-Vodafone Purchase Deal Cues S&P's Pos. Watch
AMBAC FINANCIAL: Disappointed Over S&P's Rating Actions
AMBAC FINANCIAL: S&P Cuts Ratings on Ambac Assurance-Backed Issues
AMERICAN IRONHORSE: Court OKs AIH Acquisition's $8MM Bid
AMERICAN NATURAL: Malone & Bailey Expresses Going Concern Doubt

AMORTIZING RESIDENTIAL: Fitch Takes Various Certs. Rating Actions
AMRESCO RESIDENTIAL: Fitch Takes Rating Actions on 13 Certificates
ASARCO LLC: Examiner Wants to Retain Warner Stevens
ASARCO LLC: Wants to Expand Keegan's Insurance Coverage Services
ASARCO LLC: Employees Given Until July 26 to File Severance Claims

AVANI INT'L: Posts $109,795 Net Loss in 2008 First Quarter  
ASSET BACK: Fitch Holds Junked Ratings on Two Certificate Classes
AXESSTEL INC: Earns $256,658 in 2008 First Quarter Ended March 30
BEAR STEARNS: Mortgage Biz Sold to LoneStar for Undisclosed Price
BGF INDUSTRIES: Moody's Withdraws Junk Ratings

BLACK GAMING: S&P Places 'B-' Rating Under Negative CreditWatch
BLOUNT FAMILY: Case Summary & 19 Largest Unsecured Creditors
BLUE SKY: Case Summary & 11 Largest Unsecured Creditors
BRIGHTON LLC: Case Summary & 6 Largest Unsecured Creditors
C-BASS: Fitch Chips Ratings on Two Certificate Classes to BB

CALIFORNIA CONDOMINIUMS: Involuntary Chapter 11 Case Summary
CALPINE CORP: Names Zamier Rauf as Interim Chief Fin'l Officer
CHENIERE ENERGY: Jonathan Gross Resigns as Senior Vice President
CIFG GUARANTY: S&P Cuts Financial Strength Rating to A- from A+
CITIZENS REPUBLIC: Fitch Expects to Rate Stock Issuance 'BB+

COHR HOLDINGS: Loss of Largest Customer Cues Moody's to Junk CFR
COSINE COMMS: Earns $52,000 in 2008 First Quarter Ended March 31
COUDERT BROS: Disclosure Statement Needs More Changes, Court Says
COUNTRYWIDE FINANCIAL: Gets "Blackout" Notice from 401(k) Trustee
CRT LAND: Case Summary & Three Largest Unsecured Creditors

CUMULUS MEDIA: High Debt Leverage Cues Moody's to Cut Ratings
CUSTOM ENGINEERED: Case Summary & 19 Largest Unsecured Creditors
DECODE GENETICS: Stockholders Approve Equity Incentive Plan
DEN-MARK CONSTRUCTION: Cash Collateral Hearing to Continue June 26
DEN-MARK CONSTRUCTION: Stock DIP Fund Hearing to Continue June 26

EAGLE INVESTMENTS: Files Voluntary Chapter 11 Case Summary
ESMARK INC: Says Reports on Failure to Refinance Debt Are False
ESMARK INC: Severstal Waives Essar Steel Deal, Says Offer is Valid
ESPLANADE LLC: Secured Parties to Hold Auction on June 16
ETRICITY: Three Texas Electricity Retailers Close After Default

EVERGREEN INT'L: Moody's Junks Corp. Family Rating; Outlook Neg.
FGIC: Projected CDO Losses Cue S&P's Negative Watch
FORTUNE AT HIALEAH: Case Summary & 32 Largest Unsecured Creditors
FREMONT GENERAL: Fitch Withdraws Default Rating
FREMONT HOME: Fitch Affirms 'BB-' Rating on Class M-4 Certificates

GAP INC: May 2008 Sales Decrease 8% at $1.09 Billion
GE CAPITAL: Fitch Downgrades Ratings on Nine Certificate Classes
GENERAL ENVIRONMENTAL: Has $342,826 Equity Deficit at March 31
GLOBAL REALTY: Meyler & Co Expresses Going Concern Doubt
GMAC LLC: S&P's Rating Unaffected by Refinancing Implementation

GOODY'S FAMILY: Clothing Stores Operator Might File for Bankruptcy
GP INVESTMENTS: Fitch Upgrades Foreign ID Rating to B+ from B
GREEKTOWN CASINO: Court Gives Interim Nod on Cash Collateral Use
GSV INC: Earns $216,677 in 2008 First Quarter Ended March 31
HOME INTERIORS: Boulder Approved as Business Consultant and CRO

HOVNANIAN ENTERPRISES: Completes $600 Mil. Notes Offering
IBIS TECHNOLOGY: KPMG LLP Expresses Going Concern Doubt
IDEARC INC: Appoints Scott Klein as Chief Executive Officer
IMPERIAL INDUSTRIES: Posts $1,955,000 Net Loss in 2008 1st Quarter
ISCO INTERNATIONAL: Names Gary Berger as New Financial Chief

JEFFERSON COUNTY: Hires Merrill Lynch as Adviser on Debt Talks
JEVIC TRANSPORTATION: U.S. Trustee Forms 3-Member Creditors Panel
JEWETT TUCKER: Case Summary & Six Largest Unsecured Creditors
JOEY STEINFELDT: Case Summary & 20 Largest Unsecured Creditors
JULIETTE MYUNG LEE: Case Summary & 12 Largest Unsecured Creditors

LANDSOURCE COMMUNITIES: Files for Chapter 11 in Wilmington
LEELAND STATION: Voluntary Chapter 11 Case Summary
LEINER HEALTH: Sale Lambasted; Can Not Assign Pacts, Gov't Says
LEVEL 3: Completes $129MM Advertising Distribution Business Sale
LEXINGTON PRECISION: Malin Bergquist Raises Going Concern Doubt

LIBERTY TAX: Is Neutral to Peachtree's Unsolicited Tender Offer
LIQUIDATION WORLD: Weighing Strategic Options to Increase Value
LLOYD HUNTER: Case Summary & 4 Largest Unsecured Creditors
LONEWA BAPTIST: Voluntary Chapter 11 Case Summary
LUBBOCK MEDICAL: Investor Group to Announce Buyout Plans Today

LUBBOCK MEDICAL: Gets Okay to Use Cash Collateral Until June 18
MAHONING COUNTY: S&P Lowers Bond Rating to B+ from BB
MAJESKY AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
MBIA INSURANCE: S&P Chips 10 Ratings to AA; Puts Under Neg. Watch
MCGEEHAN CONSTRUCTION: Voluntary Chapter 11 Case Summary

MEDIACOM COMMS: Units Ink New $350 Million Term Loan Agreement
MOSHE KIPERSZTOK: Voluntary Chapter 11 Case Summary
LUNA HEALTH: Case Summary & 20 Largest Unsecured Creditors
MERRILL LYNCH MORTGAGE: S&P Junks Rating on Class G Certificates
MIRABILIS VENTURES: Case Summary & 23 Largest Unsecured Creditors

NATIONAL CITY: Agreement with OCC Confirms Federal Probation
NATIONAL POWER: Texas Electricity Retailers Close After Default
NEOMAGIC CORP: Has Until December 1 to Comply with Nasdaq Criteria
NETWURX INC: Case Summary & 60 Largest Unsecured Creditors
NORTHPOINT VILLAGE: Case Summary & 4 Largest Unsecured Creditors

OAKS GROUP: Case Summary & 20 Largest Unsecured Creditors
OTAY VALLEY: Case Summary & 6 Largest Unsecured Creditors
PACIFIC FIRST: Case Summary & 2 Largest Unsecured Creditors
PACIFIC LUMBER: Judge Schmidt to Confirm Marathon/Mendocino Plan
PACIFIC LUMBER: BoNY Submits Post-Trial Brief on Impairment Issues

PATIENT SAFETY: Closes $2.4 Million in Equity Financing
PENTON BUSINESS: Continued Weakness Cues Moody's to Cut CFR to B3
PERKINS & MARIE: S&P Holds 'B-' Rating and Revises Outlook to Neg.
PRE-BUY ELECTRIC: Texas Electricity Retailers Close After Default
PURADYN FILTER: March 31 Balance Sheet Upside-Down by $5,239,339

PURCHASE POINT: March 31 Balance Sheet Upside-Down by $1,913,361
REFCO INC: Former CEO Bennett in Talks with Investor-Plaintiffs
RESIDENTIAL CAPITAL: $8.6 Billion Old Notes Tendered
RESIDENTIAL CAPITAL: Fitch Puts 'D' Ratings After Debt Exchange
RESIDENTIAL FUNDING: Fitch Trims Ratings on 10 Cert. Classes

RHAPSODY ACQUISITION: BDO Seidman Expresses Going Concern Doubt
RIGALI SECURITY: Foreclosure Sale of Assets Set for Wednesday
RUFFIN ROAD: Voluntary Chapter 11 Case Summary
SAND HILL CAPITAL: Files for Chapter 7; Founder Goes Bankrupt Too
SAXON MORTGAGE: Fitch Chips Ratings on Seven Certificate Classes

SOUTHERN UNION: Fitch Cuts Preferred Stock Rating to BB+ from BBB-
ST. STEPHEN: Voluntary Chapter 11 Case Summary
SCHOEN INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
SHELLS SEAFOOD: Earns $119,588 in 2008 1st Quarter Ended March 30
SIMON WORLDWIDE: March 31 Balance Sheet Upside-Down by $17,031,000

SOUTHLAND TERRACE: Voluntary Chapter 11 Case Summary
SPAP-2005: Voluntary Chapter 11 Case Summary
STEVEN PATHMAN: Case Summary & 20 Largest Unsecured Creditors
STURGIS IRON: Sells Assets to SDI Sub for $41,000,000
SURE ELECTRIC: Voluntary Chapter 11 Case Summary

TALBOTS INC: Cuts 9% of Workforce Slashing $14 Million on Costs
TETRAGENEX PHARMA: Sherb & Co. Expresses Going Concern Doubt
TOUSA INC: Court Okays Robert Charles as Committee's Advisors
TOUSA INC: DIP Termination Date Extended Until June 11
TOUSA INC: Wants to Broaden Services of Auditor Ernst & Young

TRIPLE CROWN: March 31 Balance Sheet Upside-Down by $58.6 Million
TROPICANA ENTERTAINMENT: Court Final OKs $67 Million DIP Financing
TROPICANA ENT: Obtains Final OK to Access LandCo's Cash Collateral
TROPICANA ENT: Court OKs Access to OpCo Lenders' Cash Collateral
TROPICANA ENTERTAINMENT: Sets up New Board to Restructure Business

TS PRINTING: Voluntary Chapter 11 Case Summary
TUCSON ELECTRIC: S&P Revises Outlook to Positive from Stable
UBS AG: Will Exit Municipal Bond Business and Eliminate 280 Jobs
VONAGE HOLDINGS: Settles Patent-Infringement Suit by Web Telephony
WACHOVIA BANK: S&P Puts Five Low-B Ratings Under Negative Watch

WELLMAN INC: Lenders Further Defer Deadline for Bid Protocol OK
WILLIAM DEL BIAGGIO: Files for Chapter 11 Amid Loan Fraud Charges
XERIUM TECHNOLOGIES: Moody's Affirms Caa1 Corp. Family Rating
ZACHARIA LAMAR: Case Summary & 20 Largest Unsecured Creditors

* S&P Cuts Ratings on 76 Classes of Certs. from 17 US ALT-A RMBS

* BOND PRICING: For the Week of June 2 to June 7, 2008

                             *********

9632 PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 9632 Partners Ltd.
        7500 Bellaire Boulevard, Suite 201
        Houston, TX 77036

Bankruptcy Case No.: 08-60048

Chapter 11 Petition Date: June 3, 2008

Court: Southern District of Texas (Victoria)

Debtor's Counsel: Gregg K. Saxe, Esq.
                  Attorney at Law
                  10101 Southwest Freeway
                  Suite 101
                  Houston, TX 77074
                  Tel: (713) 995-5733
                  Fax: (713) 995-5122
                  E-mail: gsaxe@sbcglobal.net

Estimated Assets: $1 million to $10 million

Total Debts:  $2,540,000

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


ACCREDITED HOME: Owner Acquires Bear Stearns Mortgage Assets
------------------------------------------------------------
Lone Star Funds has acquired "certain operating assets" from Bear
Stearns Cos.' residential mortgage unit -- Bear Stearns
Residential Mortgage Corp. -- for an undisclosed sum, various
reports say.
By Jody Shenn

According to Bloomberg News, Lone Star spokesman Ed Trissel
confirmed the transaction in an e-mailed statement May 30, 2008.  
Mr. Trissel said the fund manager also purchased the rights to
other assets, the report says.

Lone Star bought subprime lender Accredited Home Lenders Holding
Co. for about $296,000,000 in October, Bloomberg says.

                      About Lone Star Funds

Lone Star Funds -- http://www.lonestarfunds.com/--     
is a U.S. private equity firm.  Since 1995, the principals of Lone
Star have organized private equity funds totaling more than $13.3
billion to invest globally in corporate secured and unsecured debt
instruments, real estate related assets and select corporate
opportunities.

                        About Bear Stearns

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

As reported by the Troubled Company Reporter, Bear Stearns
stockholders approved the investment bank's merger with JPMorgan
Chase & Co. at a Special Meeting of Stockholders held May 29,
2008.  Approximately 84% of shares voted were in favor of the
merger,  representing a substantial majority of Bear Stearns'
outstanding common stock.  The Wall Street Journal reports that
the value of the transaction  is about $1.4 billion, a large
difference from the $25 billion market capitalization value in
early 2007 before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to receive
0.21753 shares of JPMorgan Chase common stock and Bear Stearns
will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

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

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

                      About Accredited Home

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a   
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.


ADVOCAT INC: Shareholders Spurn Suggestion to Liquidate Company
---------------------------------------------------------------
Advocat Inc.'s shareholders shot down a proposal that would have
directed the company's board to pursue a sale or liquidation of
the long-term care company, the Nashville Business Journal
reports.

In a press statement, the company stated that the proposal by
shareholder Bristol Capital Advisors LLC received about 14% of
shareholder votes cast.

The report, citing the Securities and Exchange Commission filings,
states that Bristol Capital owns about 5%, or 294,834 shares, of
outstanding Advocat stock.

Nashville Business relates that Bristol first bought a stake in
the company in 2006, and has repeatedly urged company officials to
explore a sale or liquidation of the company's assets.

Bristol manager Paul Kessler criticized the company's governance
and recommended the board make several changes to enhance
shareholder value, Nashville Business adds.

In a statement, Advocat Inc. also reported the official voting
results from its Annual Meeting of Shareholders held on June 3,
2008.

Advocat's board nominees received more than 95% of the votes cast
for the election of directors at the company's annual meeting.
Accordingly, Wallace E. Olson was reelected to the board of
directors and Chad A. McCurdy, an appointed director, was elected
by the shareholders to serve a three year term.

Shareholders also approved the 2008 Stock Purchase Plan for Key
Personnel with 82% of the votes cast in favor of the plan.

The company disclosed that the time period to appeal the West
Virginia Certificate of Need has ended and no appeal was filed.

The company entered into an option agreement to purchase certain
assets of a skilled nursing facility in West Virginia and applied
to state regulatory authorities to allow the company to operate
the facility and construct a 90 bed replacement facility.  This
application was approved in February 2008, subject to rights of
appeal by contesting parties.

                        About Advocat Inc.

Headquartered in Brentwood, Tennessee, Advocat Inc. (NASDAQ: AVCA)
-- http://www.irinfo.com/avc-- provides long term care services  
to patients in 50 skilled nursing centers containing 5,773
licensed nursing beds in the Southeast and Southwest.


AEGIS MORTGAGE: Seeks to Extend Removal Deadline to August 11
-------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
by which they may file notices of removal with respect to civil
actions pending between bankruptcy filing and Aug. 11, 2008.  

The Debtors believe it is prudent to seek an extension of the
period to file notices of removal in order to protect its
right to remove the Actions.  Laura Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, tells the Court that currently the
Debtors are occupied with the development and negotiation of a
plan in their Chapter 11 cases.  She adds the Debtors have not
had an opportunity to fully review Actions to determine whether
there are any that may need to be removed.

Ms. Jones says the requested extension will afford the Debtors
the opportunity necessary to make fully-informed decisions
concerning removal of any Action and will assure that the Debtors
do not forfeit valuable rights under Section 1452 of the
Judiciary and Judicial Procedures Code.  Further, the rights of
the Debtors' adversaries will not be prejudiced by an extension
because any party to an Action that is removed may seek to have
it remanded to the state court pursuant to Section 1452(b) of the
Federal Rules of Bankruptcy Procedure.

The Court will convene a hearing on June 16, 2008, at 10:30
a.m., to consider the Debtors' request.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan        
products to brokers through its subsidiaries.  The company
together with 10 affiliates filed for chapter 11 protection on
Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).  Curtis A. Hehn,
Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy
P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P.,
serve as counsel to the Debtors.  The Official Committee of
Unsecured Creditors is represented by Landis Rath & Cobb LLP. In
schedules filed with the Court, Aegis disclosed total assets of
$138,265,342 and total debts of $4,125,470.  (Aegis Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AIRGAS INC: Moody's Assigns Ba2 Rating to $350MM Sub. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $350
million guaranteed subordinated notes of Airgas Inc due 2018 and
affirmed its other ratings (Corporate Family Rating of Ba1). The
company's rating outlook is positive. Proceeds from the offering
will be used to repay outstanding balances under the company's
existing revolving credit facility and improve liquidity.

Airgas' Ba1 Corporate Family Rating (CFR) reflects the company's
leading market share in packaged gases, solid financial metrics,
the relative stability of the industrial gas business due to a
diverse customer base, and the expectation that the majority of
free cash flow will be utilized to support additional acquisitions
or repay debt. The company's ratings are tempered by management's
tendency toward pursuing additional acquisitions, at the expense
of debt reduction. However, Airgas has long track record of
successfully integrating packaged gas acquisitions, expanding into
related markets and repaying debt before pursuing another large
transaction. The pace of acquisitions over the past two years,
costing roughly $1.2 billion, has been the largest in the
company's history. Despite this aggressive growth, the company was
able to return margins to near investment grade levels very
quickly. Moody's believes that this increases the likelihood that
Airgas' financial metrics could rise to levels that would support
a sustainable investment grade profile within the next year (25%
Retained Cash Flow/Debt and 8% Free Cash Flow/Debt, including
Moody's standard adjustments).

The positive outlook reflects Moody's expectation that Airgas will
be able to generate over $100 million of free cash flow and
strengthen other financial metrics to levels that could
potentially support a higher rating, despite further weakness in
the US economy and the precipitous increase in energy and fuel
costs. Airgas has been able to keep margins relatively constant
over the past year by increasing gas prices and adding surcharges
to fully offset rising costs. In fiscal 2009, Moody's expects
Airgas' EBITDA to be above $700-740 million due to the full year
impact of recently acquired businesses, on-going synergies from
acquisitions over the past two years and continued growth, albeit
modest, in its existing operations.

The Ba2 rating on the subordinated notes reflects their position
in the capital structure relative to roughly $1 billion (assuming
that the company issues $350 million of subordinated notes) of
unsecured bank debt.

Rating assigned:

Airgas Inc.

   -- $350 million Guaranteed Subordinated Notes due 2018 at Ba2
      (LGD5, 89%)

Ratings affirmed:

Airgas Inc.

   -- Corporate Family Rating at Ba1

   -- Probability of Default Rating at Ba1

   -- $150 million Guaranteed Subordinated Notes due 2014 at
      Ba2 (LGD5, 89%)

Airgas Inc., headquartered in Radnor, PA, is the largest
independent distributor of industrial, medical and specialty gases
and related equipment in North America. Airgas reported $4 billion
in sales for its fiscal year ending March 31, 2008.


ALBERT DAVIS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Albert Davis
        14813 South Kilpatrick
        Midlotian, IL 60445

Bankruptcy Case No.: 08-13529

Chapter 11 Petition Date: May 29, 2008

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtors' Counsel: Karen J. Porter, Esq.
                  Porter Law Network
                  11 East Adams St., Ste. 906
                  Chicago, IL 60603
                  Tel: (312) 675-0665
                  Fax: (312) 893-7370
                  E-mail: kjplawnet@aol.com

Estimated assets:  $1 million to $100 million

Estimated debts:   $50,000 to $$100,000

A copy of the Debtor's petition and a list of its eight largest
unsecured creditors are available at no charge at

            http://bankrupt.com/misc/ilnb08-13529.pdf


ALLEGHENY ENERGY: S&P Lifts Sr. Unsecured Ratings to BBB- from BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
ratings on energy supply company Allegheny Energy Supply Co. LLC
to 'BBB-' from 'BB+' to reflect its claim to the asset base that
is no longer significantly disadvantaged with respect to secured
debt at the company, resulting in the elimination of the one-notch
differential between the corporate credit rating and the unsecured
debt rating.
     
At the same time, Standard & Poor's affirmed the 'BBB-' corporate
credit rating on Allegheny Supply.  The affirmation follows the
conclusion of our annual review.  The outlook is stable.  While
Allegheny Supply had almost $2.0 billion of debt as of March 31,
2008, parent Allegheny Energy Inc.'s consolidated debt was
$4.0 billion as of March 31, 2008.
     
The ratings reflect the consolidated credit quality of parent
Allegheny Energy Inc.  The ratings on Allegheny reflect cash flow
stability of utility subsidiaries, Monongahela Power Co., West
Penn Power Co., and Potomac Edison Co., and the higher business
risk of unregulated generation subsidiary, Allegheny Supply, which
currently has strong cash flow due to sound structural
fundamentals.  Allegheny's consolidated credit quality reflects a
strong business risk profile and an aggressive financial risk
profile.


ALLEN SYSTEMS: S&P Puts Rating on Neg. Watch on Disclosure Delay
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and bank loan ratings on Naples, Florida-based Allen Systems Group
Inc. on CreditWatch with negative implications.
     
The CreditWatch listing follows the company's failure to meet the
deadline to make its audited 2007 annual and unaudited March-
quarter financial statements available to lenders.  S&P will
continue to monitor management's progress toward meeting its
financial disclosure requirements.
     
"If ASG maintains its operating and leverage trends and has no
material restatements or reclassifications, we would expect to
affirm our ratings and assign a stable outlook," said Standard &
Poor's credit analyst Joseph Spence.


ALLEN-VANGUARD: Moody's Assigns SGL-3 Liquidity Rating
------------------------------------------------------
Moody's Investors Service assigned an SGL-3 Speculative Grade
Liquidity Rating to Allen-Vanguard Corporation, reflecting Moody's
opinion that AVC's liquidity profile is adequate. The rating
assignment provides greater clarity around Moody's view of AVC's
liquidity profile incorporated into the recent assignment of B1
corporate family and senior secured and B2 probability of default
ratings to AVC.

Assignments:

  Issuer: Allen-Vanguard Corporation

  * Speculative Grade Liquidity Rating, Assigned SGL-3

AVC's SGL-3 rating reflects its nominal cash balances, access to
an unused $50 million revolver and Moody's expectation that AVC's
annual free cash flow should remain in excess of scheduled debt
maturities. The rating also recognizes a modest degree of
tightness to covenants and revolver availability that could
develop should new revenue opportunities take longer than expected
to materialize or should lengthy delays in Government orders
occur.

Headquartered in Ottawa, Canada, Allen-Vanguard Corporation is a
defense contractor. Revenues during the 12 months ending March 31,
2008 were C$294 million.


ALLTEL CORP: Proposed Verizon Buyout Cues Fitch to Put Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Rating and outstanding
debt ratings of Verizon Communications, Inc. ratings and
subsidiaries on Rating Watch Negative as:

  -- Long-term IDR 'A+';
  -- Senior unsecured debt 'A+';
  -- $6 billion bank facility 'A+'.

Fitch has also affirmed Verizon's short-term ratings:

  -- Short-term IDR 'F1';
  -- Commercial paper 'F1'.

Fitch has also placed Alltel Corp. and subsidiaries on Rating
Watch Positive:

Alltel Corp.
  -- IDR 'B';
  -- Senior unsecured credit facility 'CCC+/RR6';
  -- Senior unsecured debt 'CCC+/RR6'.

The actions reflect Verizon's proposed acquisition of Alltel for
an aggregate consideration of $28.1 billion, reflecting equity
consideration of $5.9 billion and net debt of $22.2 billion
expected at the time of the close of the transaction.

In evaluating the final ratings, Fitch will review the proposed
terms of the transaction, the expected capital structure of
Verizon, expectations for the combined company's future financial
performance, and prospective credit metrics.  Fitch will also
include an evaluation of the proposed synergies in the
transaction.  Fitch believes, pending final review of the
transaction, that a downgrade would be limited to one notch, if
necessary.

Fitch notes that Verizon's current ratings are supported by the
continued strong growth at Verizon Wireless of revenue, EBITDA and
free cash flow.  In 2007, VZW produced 47% and 57% of Verizon's
consolidated revenues and EBITDA, respectively, a proportion that
will increase materially following continued growth in 2008 and
through the Alltel acquisition in late 2008 or early 2009.  VZW's
revenues and EBITDA have been growing above the industry average
as it continues to take an above average proportion of retail
postpaid subscribers added by the nationwide operators with the
gains attributable to its strong brand, network quality and
extensive distribution network.  Although there is pressure on
voice service revenues per customer, wireless data revenue growth
has been more than offsetting the declines.  Fitch believes growth
prospects for data service revenues are good as lower price points
are implemented, data-capable handsets are more widely deployed,
and as new applications become available.

At March 31, 2008, Verizon had $35.8 billion in debt outstanding.  
At the end of March 2008, Verizon had approximately $2 billion in
CP and $1.7 billion in long-term debt maturing within one year.  
Fitch expects Verizon to maintain aggregate CP balances within a
level fully backed by a $6 billion credit facility, which expires
in September 2009.  The credit facility has no ratings triggers or
other restrictive covenants, such as leverage or interest coverage
tests.  For the twelve months ending March 31, 2008, free cash
flow after dividends and capital spending was approximately
$4.2 billion, and at March 31, 2008, Verizon had approximately
$5.5 billion in cash.

Fitch has placed these Verizon subsidiary ratings on Rating Watch
Negative:

GTE Corp.
NYNEX Corp.
Verizon Delaware
Verizon California
Verizon Florida
Verizon Maryland
Verizon New England
Verizon New Jersey
Verizon New York
Verizon North
Verizon Northwest
Verizon Pennsylvania
Verizon Virginia
Verizon West Virginia
  -- IDR 'A+';
  -- Senior unsecured 'A+'.

GTE Southwest
  -- IDR 'A+';
  -- First mortgage bonds 'A+'.

Verizon Global Funding
  -- Senior unsecured 'A+'.

Additionally, Fitch has placed he following Alltel subsidiary on
Rating Watch Positive:

Alltel Communications Inc.
  -- IDR 'B';
  -- Senior secured bank credit facility 'BB/RR1';
  -- Senior unsecured debt 'B/RR4'.

Fitch has also withdrawn the following ratings as the following
debt is no longer outstanding:

Verizon South
  -- IDR 'A+';
  -- Senior unsecured 'A+'.

Alltel Corp.
  -- Senior unsecured credit facility 'CCC+/RR6'.

Alltel Ohio
  -- IDR 'B';
  -- Senior unsecured notes due 2010 'B/RR4'.


ALLTEL CORP: Verizon-Vodafone Purchase Deal Cues S&P's Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Little
Rock, Arkansas-based wireless provider ALLTEL Corp., including the
'B+' corporate credit rating, on CreditWatch with positive
implications.  This action follows the announcement that Verizon
Wireless, a joint venture of Verizon Communications
(A/Negative/A-1) and Vodafone (A-/Stable/--), has agreed to
purchase ALLTEL for approximately $28.1 billion in cash and
assumed debt.

S&P expect the acquisition to close by year-end following the
receipt of regulatory approvals.  ALLTEL has more than 13 million
subscribers in 34 states.  Debt outstanding for ALLTEL totaled
about $23.6 billion at March 31, 2008.
     
"We will review Verizon's plans for any potential refinancing of
ALLTEL's existing debt and withdraw the ratings on those issues at
that time," said Standard & Poor's credit analyst Susan Madison.  
We will also determine the rating for any ALLTEL debt that remains
outstanding following the close of the transaction. "Remaining
debt is likely to be rated at, or close to, the rating on Verizon
Communications," added Ms. Madison.


AMBAC FINANCIAL: Disappointed Over S&P's Rating Actions
-------------------------------------------------------
Ambac Financial Group Inc. said in a statement responding to the
rating actions by Standard & Poor's Rating Services that it is
disappointed by the actions taken by S&P.

As reported by the Troubled Company Reporter on June 6, 2008, S&P
lowered its financial strength ratings on Ambac Assurance Corp.
and MBIA Insurance Corp. to 'AA' from 'AAA' and placed the ratings
on CreditWatch with negative implications.

The ratings on the holding companies, Ambac Financial Group and
MBIA Inc., have also been lowered to 'A' and 'A-' from 'AA' and
'AA-', respectively, and placed on CreditWatch with negative
implications.

Ambac Financial, noted in its response that less than three months
ago, S&P affirmed its AAA rating and removed Ambac from Credit
Watch Negative, citing its successful capital raise and moratorium
on new structured finance business production.  At that time,
Ambac had claims paying ability greater than $700 million in
excess of S&P's stated requirements.

In the statement, Ambac said that S&P informed them that it is no
longer basing its rating on claims paying ability, but rather on
the diminished flow of new public finance and structured finance
business the company is experiencing.

Michael Callen, chairman and CEO of Ambac, commented: "We believe
there would be strong demand for a stable AAA financial guarantor
focused solely on guaranteeing the obligations of both municipal
and global public finance.  We also believe that, based on its
proposed capitalization and business plan, the new Connie Lee will
receive regulatory approval and will attract stable AAA ratings.  
Ambac remains committed to working closely with S&P and other
rating agencies not only to further explain the details of our
insured portfolio and the results of our active portfolio
remediation efforts, but also to explore all strategic options
available to us."

                      About Ambac Financial

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

                           *    *    *

As reported in the Troubled Company Reporter on March 7, 2008,
Moody's Investors Service said in a news statement that Ambac
Financial Group Inc., if successful with its equity offering of
$1.5 billion, will likely retain its "Aaa" rating.

Moody's said that it will evaluate Ambacs ability to raise
capital at reasonable terms as an indication of the companys
financial flexibility and overall level of support from investors.  
In Moody's view, Ambacs new equity and equity linked capital
through a public offering represents an important component of its
overall plan to strengthen the credit profile of its financial
guaranty insurance subsidiary, Ambac Assurance Corporation.

On Jan. 18, Fitch Ratings downgraded Ambac to double-A after the
insurer put off plans to raise equity capital.

Moody's, the TCR said Jan. 17, 2008, placed the Aaa insurance
financial strength ratings of Ambac Assurance Corporation and
Ambac Assurance UK Limited on review for possible downgrade.  In
the same rating action, Moody's also placed the ratings of the
holding company, Ambac Financial Group, Inc. (senior debt at Aa2),
and related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambacs
announcement of record losses, a capital raising plan, and the
retirement of its CEO.


AMBAC FINANCIAL: S&P Cuts Ratings on Ambac Assurance-Backed Issues
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its standard long-term
ratings on 20 Ambac Assurance Corp.-backed issues listed below to
'AA' from 'AAA' and placed them on CreditWatch with negative
implications.  At the same time, Standard & Poor's lowered its
underlying ratings on seven Ambac Assurance Corp.-backed issues
listed below to 'AA' from 'AAA' and placed them on CreditWatch
with negative implications.  These actions follow Standard &
Poor's downgrade of Ambac Assurance Corp. to 'AA' from 'AAA' and
placement on CreditWatch with negative implications.
     
Nineteen of the issues receive partial support in the form of
guaranteed investment contracts or investment agreements from
Ambac Assurance Corp. One issue, Illinois Housing Development
Authority receives support from Ambac under a surety bond.  If the
trustee does not receive payment from the borrower the trustee
would request payment from IHDA.  Should such payment not be made,
the trustee is then instructed to file a notice of claim under the
Ambac surety bond.
     
Seven issues where the SPUR was placed on CreditWatch with
negative implications have bond insurance with Financial Security
Assurance Inc.  The standard long-term rating will continue to be
'AAA'.
     
Standard & Poor's examined all local housing bond issues with
partial credit support from Ambac, taking several factors into
consideration.  Some issues are not affected because their current
ratings can still be supported by credit supports from Ambac, and
other factors.  For local issuers, which represent the majority of
the affected ratings, Standard & Poor's looked at the reliance
upon the insurer's credit support.  The CreditWatch placements
reflect the issue's reliance upon return of principal and
investment earnings to meet bond payment obligations.

Issue Description

  * Athens Housing Authority, GA, Multifamily Housing Revenue
    Bonds (Bethel Church Homes Apts Project), series 2001

  * Atlanta Housing Authority, GA, Ginnie Mae Collateralized     
    Multifamily Housing Revenue Bonds (Village at Castleberry Hill
    Project), series 1999

  * Bountiful, UT, Ginnie Mae Collateralized mortgage revenue
    bonds (Paragon Assisted Living Inc. Project), series 1998

  * Chicago, IL, Multifamily Housing Revenue Bonds (Archer Courts
    Apts), series 1999A

  * Florida Housing Finance Corp., Housing Revenue Bonds (Mallards
    Landing Apts), series 2002 C-1

  * Florida Housing Finance Corp., Housing Revenue Bonds (Mallards
    Landing Apts), series 2002 C-2

  * Hawaii Housing Community Development Corp., Multifamily
    Housing Revenue Bonds (Sunset Villas Apts), series 2001A

  * Hillsborough County Housing Finance Authority, FL, Multifamily
    Housing Revenue Bonds (Mariner's Cove Apts), series 2002A

  * Hillsborough County Housing Finance Authority, FL, Multifamily
    Housing Revenue Bonds (Mariner's Cove Apts), taxable series     
    2002B

  * Illinois Housing Development Authority Multifamily Bonds
    (Turnberry Village II Apts), series 2003

  * Miami-Dade County Housing Finance Authority, FL, Multifamily
    Revenue Bonds (Baywinds Apts), series 2002-1A

  * Nevada Housing Division, Multi-unit Housing Revenue Bonds
    (Boulder Creek Project), series 1998A

  * Nevada Housing Division, Multi-unit Housing Revenue Bonds
    (Boulder Creek Project), series 1998B

  * New York State Dormitory Authority, FHA Insured Mortgage
    Hospital Revenue Bonds (St. Luke's-Roosevelt Hospital Center),
    series 2000A

  * Palm Beach County Housing Finance Authority, FL, Multifamily
    Housing Revenue Bonds (Indian Trace Apts), series 2002A &
    taxable series 2002B

  * Raleigh Housing Authority, NC, Ginnie Mae Collateralized
    Multifamily Revenue Bonds (Overlooke at Simms Creek Apts
    Project), series 2001

  * San Francisco City & County Redevelopment Agency, CA,
    Multifamily Housing Revenue Bonds (Ginnie Mae Collateralized -
    1045 Mission Apts), series 1998C & taxable 1998D

  * St. Johns County Housing Finance Authority, FL, Multifamily
    Mortgage Revenue Bonds (Whispering Woods Apts), series 2002

  * St. Louis County Industrial Development Authority, MO,
    Multifamily Housing Bonds (Ginnie Mae Collateralized - Hanley
    Crossings L.P. Project), series 2000

  * Wilson County Health & Educational Facilities, TN, (Douglas
    Co, Inc.) Multifamily Housing Revenue Refunding Bonds (Ginnie
    Mae Collateralized Mortgage Loan - Saddlebrook Apts), series
    2003


AMERICAN IRONHORSE: Court OKs AIH Acquisition's $8MM Bid
--------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas approved AIH Acquisition L.L.C.'s stalking-horse bid for
substantially all the assets of American IronHorse Motorcycle
Company Inc.  The debtor supported AIH Acquisition's stalking-
horse bid of more than $8 million.  The transaction closed on
June 4, 2008.

AIH Acquisition is a Rocky Mountain Choppers affiliate.  Scott
Meyers, president and CEO of AIH Acquisition L.L.C., and an
American IronHorse dealer in Montana and Minnesota, expressed his
enthusiasm for the transaction.

"This marks an exciting new beginning for American IronHorse; we
will build on the company's achievements to make a superior brand
even greater," Mr. Meyers said.  

Mr. Meyers explained that the success of American IronHorse
depends on the loyalty of its family of dealers, customers, and
suppliers.

"I personally have spoken with dealers, suppliers, and customers
across the country during the past several weeks, and their
support has been nothing short of remarkable," he said.  "It is
the confidence they have in American IronHorse that reinforced my
own commitment to help American IronHorse emerge from bankruptcy
-and to do so as a stronger, leaner company that anticipates the
needs and responds to the demands of its customers and dealers."

Mr. Meyers has 30 years of operational experience as a senior
officer of several Fortune 1000 companies in the defense industry
and other sectors.  He and his family will be moving to Fort
Worth, where he will assume responsibility for running the
company.

"Along with investing capital in IronHorse, I am investing in the
employees of the company and in the Fort Worth community, which
will remain our headquarters location," Mr. Meyers added.  "The
best way to demonstrate my dedication to IronHorse is to work
alongside our employees.  And the best way I know how to do that
is to be in our manufacturing facility and on the road meeting
with dealers, suppliers, and IronHorse owners."

       About Rocky Mountain Choppers and Blackwater Choppers

Rocky Mountain Choppers and Blackwater Choppers are dealers of
high-end motorcycle brands, including American IronHorse.  Rocky
Mountain Choppers is located in Gallatin Gateway, Montana.
Blackwater Choppers is located in Osseo, Minnesota.

         About American IronHorse Motorcycle Company Inc.

Based in Fort Worth, Texas, American IronHorse Motorcycle Company,
Inc., designs, manufactures, and markets custom v-twin
motorcycles.  AIH markets its motorcycles through a national
network of more than 100 dealers and is actively pursuing
international sales in Canada and the United Kingdom.

On March 25, 2008, American IronHorse consented to the move by a
group of creditors to place the company under chapter 11
bankruptcy protection before the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  On the
same day, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

Three creditors -- AG Nichlos, Jr., William E. Buford and Jim
Graham -- filed the involuntary petition against the company on
Feb. 29, 2008.  The petitioners are owed $120,000 by the company.

The petitioner's counsel is Troy D. Philips, Esq., at Glast,
Phillips & Murray, PC, in Dallas, Texas.

Vincent P. Slusher, Esq., at Beirne Maynard & Parsons, LLP,
represents the Debtor.


AMERICAN NATURAL: Malone & Bailey Expresses Going Concern Doubt
---------------------------------------------------------------
Houston-based Malone & Bailey, PC, raised substantial doubt on the
ability of American Natural Energy Corporation to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor reported that the
company has incurred substantial losses during 2007 and 2006, has
a working capital deficiency and an accumulated deficit at
December 31, 2007 and is in default with respect to certain
debenture obligations.

The management related that the company has no current borrowing
capacity with any lender, has sustained substantial losses in 2007
and 2006, totaling up to $3.2 and $2.5 million, respectively, has
a working capital deficiency and an accumulated deficit at
December 31, 2007 and 2006, and is in default of the payment terms
of its 8% convertible secured debentures.  The company also has a
need for substantial funds to develop its oil and gas properties
and repay borrowings as well as to meet its other current
liabilities.

Certain covenants included in the 8% convertible secured
debentures limit the amount of additional indebtedness the company
can incur to $2 million.  As of May 19, 2008, the Debentures have
not been repaid or refinanced and are in default.  It is
management's intention to raise additional debt or equity
financing to either repay or refinance these debentures and to
fund its operations and capital expenditures.  Failure to obtain
additional financing can be expected to adversely affect the
company's ability to pay its obligations, further the development
of its properties, including the ExxonMobil Corp. area of mutual
interest, grow revenues, oil and gas reserves and achieve and
maintain a significant level of revenues, cash flows, and
profitability

             8% Convertible secured debentures
  
On Oct. 21, 2003 and Oct. 31, 2003, the company completed
financing transactions of $11.695 million and $305,000,
respectively, by issuing Convertible Secured Debentures.  The
Debentures were repayable on Sept. 30, 2005, with interest payable
quarterly commencing Dec. 31, 2003, at 8% per annum.  At the dates
of issuance, the outstanding principal of the Debentures was
convertible by the holders into common shares of the company at
any time prior to maturity at a conversion price of $0.45 per
share, subject to anti-dilution adjustment, and the Debentures are
redeemable by the company at any time after Oct. 1, 2004, if the
weighted average price per share on the TSX Venture Exchange for a
20 consecutive trading day period prior to the date notice of
redemption is given has exceeded 166-2/3% of the conversion price.

During the third quarter of 2004, the company completed a Rights
Offering.  The anti-dilution adjustment provisions contained in
the Debenture Agreement changed the conversion price of the
debentures from $0.45 to $0.43 per share and as a result, changed
the related Beneficial Conversion Feature by $858,000.  The change
in the Beneficial Conversion Feature caused the effective rate of
the debentures to increase from 55% to 62%.
  
In June 2005, the Debentures were amended with approval by
approximately 86% of the Debenture holders.  The amendments
extended the maturity date of the Debentures by one year to
Sept. 30, 2006, reduced through the maturity date of the
Debentures the per share price at which the principal of the
Debentures could be converted into shares of Common Stock to $0.15
per share, and provided for the partial release of the lien
collateralizing the Debentures in the event a third party entered
into an agreement with the company pursuant to which the third
party is granted the right to drill one or more wells on company
properties and commenced that drilling activity.  

On June 23, 2005, stockholders of the company voted to amend the
Certificate of Incorporation to increase the number of shares of
Common Stock of the company from 100 million to 250 million and
adjust par value from $0.01 to $0.001 per share.

This increase in authorized shares, along with the approval of the
TSX Venture Exchange to the transactions, provided final approval
of the Debenture amendments.  Under the amendments, 72,166,667
shares were issuable upon full conversion of the Debentures at the
reduced conversion price; however the conversion rights expired on
September 29, 2006 and were not renewed.
  
The amendments to the Debentures resulted in the extinguishment of
debt and recognition of a loss of $1,147,000.  As a result, these
Debentures were recorded at their fair market value on June 23,
2005 reflecting the present value of future cash flows and the
option value of the underlying convertible shares.
  
The company failed to meet any of the interest payments due
quarterly from June 30, 2006, through May 19, 2008, on its
outstanding Debentures.  In addition, the company failed to repay
or redeem the Debentures by the due date of Sept. 30, 2006.  As of
May 19, 2008, the Debentures are still outstanding.  Accordingly,
pursuant to the Indenture governing the Debentures, an Event of
Default resulting from the company's failure to timely pay
interest due on June 30, 2006, occurred and is continuing at this
time.  

The Debentures are collateralized by substantially all of the
company's assets.  The principal amount of the Debentures
outstanding at December 31, 2007 was $10,825,000 and accrued and
unpaid interest at that date amounts to $1,515,000. Subsequent to
June 30, 2006, through May 19, 2008, neither the Trustee nor the
requisite holders of principal amount of Debentures have declared
the Debentures to be immediately due and payable and the company
remains in default under the interest and repayment terms of its
Debentures.

During 2007, Dune Energy acquired from the Debenture holders
$4,895,000 principal amount of Debentures, bringing Dune Energy's
total holdings of the company's Debentures outstanding to
$7,895,000 principal amount as of Dec. 31, 2007.

                            Financials

The company posted a net loss of $3,229,046 on total revenues of
$1,352,889 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,451,509 on total revenues of $1,783,208 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $3,626,468 in
total assets and $20,117,890 in total liabilities, resulting in
$16,491,422 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $274,467in total current assets
available to pay $18,364,780 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2d29

                       About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) -- http://www.annrg.com/--was formed in January
2001 to focus on the acquisition, development and exploitation of
oil and natural gas reserves.  ANEC's objective is to grow an oil
and natural gas reserve base through development, exploitation and
exploration drilling within the current and future boundaries of
its St. Charles Parish, Louisiana properties, including its
ExxonMobil Joint Development area.


AMORTIZING RESIDENTIAL: Fitch Takes Various Certs. Rating Actions
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the Amortizing
Residential Collateral, Lehman HEL, and Structured Asset
Securities Corporation mortgage pass-through certificates listed
below.  Unless stated otherwise, any bonds that were previously
placed on Rating Watch Negative are removed.

ARC Trust 2001-BC5
  -- A1 downgraded to 'AA' from 'AAA';
  -- A-IO affirmed at 'AAA';
  -- M1 downgraded to 'CC/DR3' from CCC/DR2';
  -- M2 revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- 60+ day Delinquency: 41.90%
  -- Realized Losses to date (% of Original Balance): 2.43%

ARC Trust 2001-BC6
  -- A affirmed at 'AAA';
  -- M-1 affirmed at 'B';
  -- M-2 downgraded to 'C/DR5' from 'B-/DR1';

Deal Summary
  -- 60+ day Delinquency: 37.38%
  -- Realized Losses to date (% of Original Balance): 2.61%

ARC Trust 2002-BC1
  -- A affirmed at 'AAA';
  -- M-1 downgraded to 'BB+' from 'A-';
  -- M-2 downgraded to 'B+' from 'BB+';
  -- B downgraded to 'B+' from 'BB+';

Deal Summary
  -- 60+ day Delinquency: 35.99%
  -- Realized Losses to date (% of Original Balance): 2.10%

ARC Trust 2002-BC3
  -- A affirmed at 'AAA';
  -- M1 downgraded to 'A-' from 'AA';
  -- M2 downgraded to 'B' from 'BBB';
  -- B-1 downgraded to 'C/DR6' from 'BB+';

Deal Summary
  -- 60+ day Delinquency: 27.53%
  -- Realized Losses to date (% of Original Balance): 1.58%

ARC Trust 2002-BC5
  -- M1 affirmed at 'AA';
  -- M2 affirmed at 'A';
  -- M3 downgraded to 'BB+' from 'BBB';

Deal Summary
  -- 60+ day Delinquency: 25.75%
  -- Realized Losses to date (% of Original Balance): 2.42%

ARC Trust 2002-BC6 Total
  -- A1 affirmed at 'AAA';
  -- A2 affirmed at 'AAA';
  -- A4 affirmed at 'AAA';
  -- A-IO affirmed at 'AAA';
  -- M1 downgraded to 'A-' from 'AA-';
  -- M2 affirmed at 'B';
  -- M3 downgraded to 'C/DR6' from 'CC/DR3';
  -- B revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- 60+ day Delinquency: 33.90%
  -- Realized Losses to date (% of Original Balance): 2.35%

ARC Trust 2002-BC7 TOTAL
  -- A-1 affirmed at 'AAA';
  -- A-IO affirmed at 'AAA';
  -- A-SIO affirmed at 'AAA';
  -- M-1 downgraded to 'A-' from 'A';
  -- M-2 downgraded to 'BBB' from 'BBB+';
  -- M-3 downgraded to 'BB' from 'BBB';
  -- M-4 downgraded to 'B+' from 'BB+';
  -- M-5 downgraded to 'B+' from 'BB';
  -- M-6 downgraded to 'B' from 'BB-';
  -- B-1 downgraded to 'C/DR6' from 'B';
  -- B-2 downgraded to 'C/DR6' from 'B';
  -- B-3 downgraded to 'C/DR6' from 'B';

Deal Summary
  -- 60+ day Delinquency: 42.85%
  -- Realized Losses to date (% of Original Balance): 2.67%

ARC Trust 2002-BC8 TOTAL
  -- A-1 affirmed at 'AAA';
  -- A-3 affirmed at 'AAA';
  -- A-IO affirmed at 'AAA';
  -- A-SIO affirmed at 'AAA';
  -- M-1 downgraded to 'A' from 'AA';
  -- M-2 downgraded to 'BB+' from 'BBB+';
  -- M-3 downgraded to 'B' from 'BB';
  -- M-4 downgraded to 'C/DR5' from 'BB-';

Deal Summary
  -- 60+ day Delinquency: 31.80%
  -- Realized Losses to date (% of Original Balance): 2.09%

ARC Trust 2002-BC9 TOTAL
  -- M1 downgraded to 'A' from 'AA';
  -- M2 downgraded to 'BB' from 'A';
  -- M3 downgraded to 'C/DR5' from 'BBB-';
  -- M4 downgraded to 'C/DR6' from 'B+';
  -- B downgraded to 'C/DR6' from 'B';

Deal Summary
  -- 60+ day Delinquency: 37.37%
  -- Realized Losses to date (% of Original Balance): 2.11%

ARC Trust 2002-BC10 Total
  -- M2 revised to 'C/DR6' from 'C/DR4';
  -- M3 remains at 'C/DR6';

Deal Summary
  -- 60+ day Delinquency: 32.28%
  -- Realized Losses to date (% of Original Balance): 1.97%

Lehman HEL Trust 1998-1
  -- A-1 affirmed at 'AAA';
  -- M-1 affirmed at 'CCC/DR2';
  -- M-2 remains at 'C/DR6';

Deal Summary
  -- 60+ day Delinquency: 4.91%
  -- Realized Losses to date (% of Original Balance): 3.21%

Lehman HEL Trust 1998-2
  -- A-2 affirmed at 'AAA';
  -- M-1 affirmed at 'AA+';
  -- M-2 affirmed at 'AA-';
  -- B affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 28.38%
  -- Realized Losses to date (% of Original Balance): 3.18%

SASCO 1998-2
  -- A affirmed at 'AAA';
  -- M-1 affirmed at 'AA';

Deal Summary
  -- 60+ day Delinquency: 32.11%
  -- Realized Losses to date (% of Original Balance): 4.25%

SASCO 1998-3
  -- M1 affirmed at 'AA';

Deal Summary
  -- 60+ day Delinquency: 38.61%
  -- Realized Losses to date (% of Original Balance): 3.30%

SASCO 1998-8
  -- A-3 affirmed at 'AAA';
  -- M-1 affirmed at 'A-';
  -- M-2 affirmed at 'BBB-';

Deal Summary
-60+ day Delinquency: 35.16%
  -- Realized Losses to date (% of Original Balance): 4.20%

SASCO 1999-SP1 POOLS 1,2 & 3
  -- A1 affirmed at 'AAA';
  -- A2 affirmed at 'AAA';
  -- M1 affirmed at 'AA';
  -- M2 affirmed at 'A';
  -- B affirmed at 'BB+';

Deal Summary
  -- 60+ day Delinquency: 31.53%
  -- Realized Losses to date (% of Original Balance): 8.80%

SASCO Series 2002-BC1
  -- M2 affirmed at 'BBB+';
  -- M3 revised to 'CC/DR4' from 'CC/DR2';

Deal Summary
  -- 60+ day Delinquency: 39.54%
  -- Realized Losses to date (% of Original Balance): 3.83%

SASCO Series 2002-HF2
  -- M1 affirmed at 'AAA';
  -- M2 affirmed at 'AA-';
  -- M3 affirmed at 'BBB-';
  -- B1 downgraded to 'B' from 'BB';
  -- B2 revised to 'C/DR6' from C/DR4';

Deal Summary
  -- 60+ day Delinquency: 37.93%
  -- Realized Losses to date (% of Original Balance): 6.37%


AMRESCO RESIDENTIAL: Fitch Takes Rating Actions on 13 Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 13 AMRESCO Residential
Securities Corporation mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.

AMRESCO 1997-1 Group 1
  -- Class A-7 affirmed at 'AAA';
  -- Class A-8 affirmed at 'AAA';
  -- Class M1-F affirmed at 'AA+';
  -- Class M2-F affirmed at 'A+';

Deal Summary
  -- 60+ day Delinquency: 13.63%
  -- Realized Losses to date (% of Original Balance): 4.22%

AMRESCO 1997-1 Group 2
  -- Class M-1A affirmed at 'AAA';

Deal Summary
  -- 60+ day Delinquency: 70.79%
  -- Realized Losses to date (% of Original Balance): 4.90%

AMRESCO 1997-2 Group 1
  -- Class A-7 affirmed at 'AAA';
  -- Class A-8 affirmed at 'AAA';
  -- Class M-1F affirmed at 'AA+';
  -- Class M-2F affirmed at 'A+';

Deal Summary
  -- 60+ day Delinquency: 28.86%
  -- Realized Losses to date (% of Original Balance): 5.27%

AMRESCO 1997-2 Group 2
  -- Class M-1A affirmed at 'AA+';

Deal Summary
  -- 60+ day Delinquency: 9.52%
  -- Realized Losses to date (% of Original Balance): 5.12%

AMRESCO 1997-3 Group 1
  -- Class A-8 affirmed at 'AAA';
  -- Class A-9 affirmed at 'AAA';
  -- Class M1F downgraded to 'BBB+' from 'AA';
  -- Class M2F downgraded to 'BB' from 'BBB';
  -- Class B1F downgraded to 'C/DR6' from 'CC/DR4';
  -- Class B2F remains at 'C/DR6';

Deal Summary
  -- 60+ day Delinquency: 33.06%
  -- Realized Losses to date (% of Original Balance): 6.11%

AMRESCO 1997-3 Group 2
  -- Class M1A affirmed at 'AA';

Deal Summary
  -- 60+ day Delinquency: 39.25%
  -- Realized Losses to date (% of Original Balance): 4.72%

AMRESCO 1998-1 Group 1
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class M1-F downgraded to 'A' from 'AA';
  -- Class M2-F downgraded to 'BB+' from 'BBB';
  -- Class B1-F remains at 'CCC/DR2';

Deal Summary
  -- 60+ day Delinquency: 26.75%
  -- Realized Losses to date (% of Original Balance): 9.38%

AMRESCO 1998-1 Group 2
  -- Class M1-A affirmed at 'AA';

Deal Summary
  -- 60+ day Delinquency: 28.35%
  -- Realized Losses to date (% of Original Balance): 7.63%

AMRESCO 1998-2 Group 1
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class M1F downgraded to 'A+' from 'AA';
  -- Class M2F downgraded to 'BBB' from 'A';
  -- Class B1F downgraded to 'BB' from 'BBB';

Deal Summary
  -- 60+ day Delinquency: 30.43%
  -- Realized Losses to date (% of Original Balance): 6.14%

AMRESCO 1998-2 Group 2
  -- Class M1A affirmed at 'AA';
  -- Class M2A affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 35.17%
  -- Realized Losses to date (% of Original Balance): 5.43%

AMRESCO 1998-3 Group 1
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class B1F revised to 'C/DR5' from C/DR4';

Deal Summary
  -- 60+ day Delinquency: 24.56%
  -- Realized Losses to date (% of Original Balance): 7.13%

AMRESCO 1998-3 Group 2
  -- Class A-7 affirmed at 'AAA';
  -- Class M1A affirmed at 'AA';
  -- Class M2A affirmed at 'A';
  -- Class B1A affirmed at 'BBB';

Deal Summary
  -- 60+ day Delinquency: 36.94%
  -- Realized Losses to date (% of Original Balance): 5.96%

AMRESCO 1999-1
  -- Class A affirmed at 'AAA';
  -- Class M-1 downgraded to 'BBB+' from 'A+';
  -- Class M-2 downgraded to 'BB' from 'BBB';
  -- Class B revised to 'C/DR5' from C/DR4';

Deal Summary
  -- 60+ day Delinquency: 40.62%
  -- Realized Losses to date (% of Original Balance): 11.53%


ASARCO LLC: Examiner Wants to Retain Warner Stevens
---------------------------------------------------
Michael D. Warner, the examiner appointed by the U.S. Trustee in
relation to ASARCO LLC and its debtor-affiliates' Chapter 11
cases, sought and obtained the Court's authority to retain Warner
Stevens, L.L.P., as its counsel.

According to the Examiner, the employment of a counsel is needed
to effectively and efficiently perform his duties required of the
Examiner and to utilize his Examiner's time.  Mr. Warner adds
that the Examiner also requires the assistance of a counsel to
engage in confidential conversations with various parties-in-
interest regarding the Plan Sponsor Selection process.

For their services, Warner Stevens will be paid based on its
current hourly rates:

   Professional                   Hourly Rates
   ------------                   ------------
   Partners                       $375 to $475
   Associates                     $240 to $350
   Paralegals                     $125

Two Warner Stevens professionals will take the lead role in
providing legal advise to the Examiner:

   David T. Cohen                 $450 per hour
   Kerri Labrada                  $125 per hour

Warner Stevens will not charge the Examiner for telephone and fax
charges, in-house photocopying or postage.  Warner Stevens will
also not charge the Examiner or the Debtors' estates for travel
time unless its professionals are performing billable services
for the Examiner during those travels.

David T. Cohen, Esq., a partner at Warner Stevens, L.L.P.,
assures the Court that his firm does not represent any interest
adverse to the Debtors or their estates, and is a disinterested
person as defined in Section 101(14) of the Bankruptcy Code.  Its
employment satisfies the requirements of disinterestedness of
Section 327, Mr. Cohen says.

The Examiner, pursuant to Section 101(14), discloses that:

   (a) Contrarian Funds, LLC, is a transferee of claims in the     
       Debtors' Chapter 11 cases.  Contrarian was a client of     
       Warner Stevens in matters wholly unrelated to the Debtors
       and the Debtors' Chapter 11 cases, which matters were
       concluded prior to Mr. Warner's appointment as examiner
       for the Debtors' Chapter 11 cases;

   (b) ASM Capital, L.P., a transferee of claims in the
       Debtors' chapter 11 cases, is a client of Warner Stevens
       in matters wholly unrelated to the Debtors and their
       Chapter 11 cases.  Warner Stevens does not and will not
       represent ASM in the Debtors' chapter 11 cases; and

   (c) The law firm of Gordon Mott and Davis P.C., formerly known
       as Gordon and Mott, P.C., and its partner H. Christopher
       Mott are counsel for the city of El Paso in the Debtors'
       Chapter 11 cases.  Warner Stevens represents Harrel L.
       Davis, III, a partner of Gordon Mott, in his capacity as
       Chapter 7 Trustee In re One Travel Holdings, Inc. et al,
       Case No. 06-70085 currently pending in the U.S. Bankruptcy
       Court for the Western District of Texas.  Mr. Warner does
       not believe that there is any connection between the
       OneTravel Chapter 7 case the Debtors' Chapter 11 cases.

                          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 ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants to Expand Keegan's Insurance Coverage Services
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to further
expand the scope of employment of Keegan, Linscott & Kenon, P.C.,
to include professional consulting services in connection with
pending insurance coverage actions.

Luckey R. McDowell, Esq., at Baker Botts L.L.P., in Dallas,
Texas, tells the Court that ASARCO believes that Keegan is well-
positioned to provide professional consulting services in
connection with pending insurance coverage action in light of:

   -- the substantial accounting services Keegan performed for
      ASARCO before and during its bankruptcy case;

   -- Keegan's familiarity with the Debtors' financial situation;  
      
   -- Keegan's services to the Debtors in claims reconciliation
      analysis; and

   -- Keegan's knowledge of the Debtors' businesses and creditors
      and the Material Inventory Management System that ASARCO
      uses.

For services related to the insurance coverage litigation, ASARCO
will pay Keegan $75 to $250 per hour depending on the individual
who performs the service.  ASARCO will also reimburse Keegan for
actual costs and expenses incurred in connection with its pending
insurance coverage services.

Keegan's director, Christopher Linscott, assures the Court that  
his firm does not have any interest adverse to the Debtors or
their bankruptcy estates.  Mr. Linscott declares further that
Keegan is a "disinterested person" as the term is defined in
Section 101(14) of the U.S. Bankruptcy Code, as modified by
Section 1107(b).

                          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 ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Employees Given Until July 26 to File Severance Claims
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates are giving entities or
individuals who have a claim against or are owed money by a
Debtors related to a 2003 Severance Pay Plan or the Grupo Service
Credit Representation until July 26, 2008, to file a proof of
claim.

ASARCO LLC notified the Court that on April 2, 2008, it
terminated the "Severance Pay Plan for Salaried Employees of
ASARCO Incorporated as Amended through March 31, 2003"
retroactive to August 31, 2007.  ASARCO believes that Claims may
have arisen prior to or as a result of the termination of the
2003 Severance Pay Plan.

Prior to the date of bankruptcy, Grupo Mexico S.A. de C.V., and
its affiliates, including Servicios de Apoyo Administrativo, S.A.
de C.V., may have asked some of their employees to transfer to
Asarco Incorporated, predecessor in interest of ASARCO LLC.  
The Debtors told the Court that some of those employees assert
that, to induce them to transfer employment, Grupo promised that
Asarco Inc. would honor their seniority with Grupo for all
purposes including with respect to crediting their years of
service for purposes of the "Retirement Benefit Plan For Salaried
Employees of Asarco Incorporated - Amended and Restated Effective
as of July 1, 2002."

                          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 ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AVANI INT'L: Posts $109,795 Net Loss in 2008 First Quarter  
----------------------------------------------------------
Avani International Group Inc. reported a net loss of $109,759 for
the first quarter ended March 31, 2008, compared with a net loss
of $70,318 for the same period ended March 31, 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$1,143,492 in total assets, $1,104,325 in total liabilities, and
$39,167 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?2d75

                       Going Concern Doubt

Jeffrey Tsang & Co., in Hong Kong, expressed substantial doubt
about Avani International Group Inc.'s ability to continue as a
going concern after auditing the 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.

                    About Avani International

Based in West Vancouver, B.C. , Canada, Avani International Group
Inc. (OTC: AVIT) is seeking a joint venture partner or licensee in
the Far East, mainly Malaysia, for the purpose of re-commencing
operations utilizing the company's oxygenated equipment.  Under
this arrangement, the company expects that its licensee or joint
venture partner will engage in the actual manufacture and sale of
its oxygenated product, subject to the payment of a yet to be
determined royalty to the company.

As of Dec. 31, 2007, the company had not entered into any binding
arrangements regarding its proposed joint venture or licensee
arrangements.  The company previously constructed a bottling
facility and engaged in the business of bottling and distributing
a bottled water product under the trade name Avani Water, which is
oxygen enriched, purified bottled water produced from technology
developed by the company.


ASSET BACK: Fitch Holds Junked Ratings on Two Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Asset Back Funding Corp.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.

Series Trust 2001-AQ1
  -- A6 affirmed at 'AAA';
  -- A7 affirmed at 'AAA';
  -- M-1 affirmed at 'AA';
  -- M-2 affirmed at 'BB';
  -- B affirmed at 'CC/DR2'.

Deal Summary
  -- Originators: Ameriquest Mortgage Company
  -- 60+ day Delinquency: 15.27%
  -- Realized Losses to date (% of Original Balance): 2.92%

Series 2002-SB1
  -- AII-1 affirmed at 'AAA';
  -- M-1 downgraded to 'A' from 'AA';
  -- M-2 downgraded to 'B' from 'BBB';
  -- M-3 downgraded to 'C/DR5' from 'B-',

Deal Summary
  -- Originators: Superior Federal Bank, FSB
  -- 60+ day Delinquency: 30.4%
  -- Realized Losses to date (% of Original Balance): 6.67%

Series 2002-NC1
  -- M-1 downgraded to 'A' from 'AA';
  -- M-2 downgraded to 'BB' from 'BBB+';
  -- M-3 downgraded to 'C/DR6' from 'B';
  -- M-4 affirmed at 'C/DR6';

Deal Summary
  -- Originators: New Century Mortgage Corporation
  -- 60+ day Delinquency: 37.06%
  -- Realized Losses to date (% of Original Balance): 2.25%

Series 2002-OPT1
  -- M-1 downgraded to 'AA-' from 'AA+';
  -- M-2 downgraded to 'A' from 'AA';
  -- M-3 downgraded to 'BBB' from 'A+';
  -- M-4 downgraded to 'BB+' from 'A-';
  -- M-5 downgraded to 'BB' from 'BBB+'

Deal Summary
  -- Originators: Option One Mortgage Corporation
  -- 60+ day Delinquency: 32.35%
  -- Realized Losses to date (% of Original Balance): 1.77%

Series 2002-WF1
  -- M-1 affirmed at 'AA';
  -- M-2 affirmed at 'A';
  -- M-3 affirmed at 'BBB-';
  -- B affirmed at 'B+',

Deal Summary
  -- Originators: Wells Fargo Home Mortgage, Inc.
  -- 60+ day Delinquency: 27.91%
  -- Realized Losses to date (% of Original Balance): 1.91%

Series 2002-WF2
  -- A-2 affirmed at 'AAA';
  -- M-1 affirmed at 'AAA';
  -- M-2 affirmed at 'A+';
  -- M-3 affirmed at 'BBB',

Deal Summary
  -- Originators: Wells Fargo Home Mortgage, Inc.
  -- 60+ day Delinquency: 16.68%
  -- Realized Losses to date (% of Original Balance): 1.38%


AXESSTEL INC: Earns $256,658 in 2008 First Quarter Ended March 30
-----------------------------------------------------------------
Axesstel Inc. reported net income of $256,658, on revenues of
$24,636,937, for the first quarter ended March 31, 2008, compared
with a net loss of $1,248,935, on revenues of $25,189,776, for the
same period ended April 1, 2007.

For the first quarter of 2008, cost of goods sold was $18,034,479
compared to $20,618,273 for the first quarter of 2007, a decrease
of 13%.  This decrease to cost of goods sold is largely
attributable to the favorable product mix of data product revenue
over the comparative periods.  Cost of materials declined on a per
unit basis in 2008 as the company was able to re-engineer its
products to take advantage of cost efficient alternate parts, and
reduce prices with the company's suppliers.

For the first quarter of 2008, interest and other expense was
$568,631 compared to $50,868 for the first quarter of 2007.

At March 30, 2008, the company's consolidated balance sheet showed
$36,630,589 in total assets, $35,212,160 in total liabilities, and
$1,418,429 in total stockholders' equity.

                          Balance Sheet

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $32,919,891 in total current assets
available to pay $35,212,160 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d65

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about Axesstel Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm reported that the  company has incurred
substantial recurring losses from operations, the company's
current liabilities exceed its current assets, and the company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next twelve
months.

                          About Axesstel

Headquartered in San Diego, Calif., Axesstel Inc. (AMEX: AFT) --
http://www.axesstel.com/-- designs and develops fixed wireless  
voice and broadband data products.  Axesstels product portfolio
includes wireless web computers, broadband modems, 3G gateways,
voice/data terminals, fixed wireless desktop phones and public
call office phones for access to online computing, high-speed data
and voice calling services.  Axesstel has a research and
development center in Seoul, South Korea.


BEAR STEARNS: Mortgage Biz Sold to LoneStar for Undisclosed Price
-----------------------------------------------------------------
Lone Star Funds has acquired "certain operating assets" from Bear
Stearns Cos.' residential mortgage unit -- Bear Stearns
Residential Mortgage Corp. -- for an undisclosed sum, various
reports say.

According to Bloomberg News, Lone Star spokesman Ed Trissel
confirmed the transaction in an e-mailed statement May 30, 2008.  
Mr. Trissel said the fund manager also purchased the rights to
other assets, the report says.

Lone Star bought subprime lender Accredited Home Lenders Holding
Co. for about $296,000,000 in October, Bloomberg says.

                      About Lone Star Funds

Lone Star Funds -- http://www.lonestarfunds.com/--     
is a U.S. private equity firm.  Since 1995, the principals of Lone
Star have organized private equity funds totaling more than $13.3
billion to invest globally in corporate secured and unsecured debt
instruments, real estate related assets and select corporate
opportunities.

                        About Bear Stearns

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

As reported by the Troubled Company Reporter, Bear Stearns
stockholders approved the investment bank's merger with JPMorgan
Chase & Co. at a Special Meeting of Stockholders held May 29,
2008.  Approximately 84% of shares voted were in favor of the
merger,  representing a substantial majority of Bear Stearns'
outstanding common stock.  The Wall Street Journal reports that
the value of the transaction  is about $1.4 billion, a large
difference from the $25 billion market capitalization value in
early 2007 before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to receive
0.21753 shares of JPMorgan Chase common stock and Bear Stearns
will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

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

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

                      About Accredited Home

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a   
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.


BGF INDUSTRIES: Moody's Withdraws Junk Ratings
----------------------------------------------
Moody's Investors Service withdrew its ratings on BGF Industries,
Inc.  Moody's has withdrawn the ratings because BGF's rated debt
has been repaid. Specifically, on March 27, 2008, the company used
proceeds from a new loan agreement to redeem the senior
subordinated notes due 2009

These ratings were withdrawn:

   * Corporate family rating at Caa2;
   * Probability-of-default rating at Caa2;
   * Senior subordinated notes due 2009 at Caa3 (LGD4, 67%).

Headquartered in Greensboro, North Carolina, BGF is a leading
North American manufacturer of value-added specialty woven and
non-woven glass fiber fabrics, composite fabrics, and insulating
felts.


BLACK GAMING: S&P Places 'B-' Rating Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Black
Gaming LLC, including the 'B-' corporate credit rating, on
CreditWatch with negative implications.
     
"The CreditWatch listing stems from our concern about the
company's weakening liquidity position, as challenging operating
conditions continue to negatively affect earnings," explained
Standard & Poor's credit analyst Melissa Long.  "In resolving the
CreditWatch listing, we will assess management's near-term
operating and financial strategies."


BLOUNT FAMILY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Blount Family Dental Center, P.C.
        2929 Turner Hill Road
        Lithonia, GA 30038

Bankruptcy Case No.: 08-70633

Type of Business: The Debtor is a dental center.

Chapter 11 Petition Date: June 3, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: James D. Key, Esq.
                  P.O. Box 673141
                  Marietta, GA 30006
                  Tel: (770) 953-8174

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

Estimated Debts:  $1 million to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Select Leasing                   Judgment              $700,000
1010 Norm 500 East, Suite 105
North Salt Lake, UT 84054

ODC, Inc.                        Judgment on           $400,000
3850 North Caulsways Boulevard   Contract
Suite 800
Metairie, LA 70002

Internal Revenue Service         Taxes                 $150,000
Centralized Insolvency Ops.
P.O. Box 21126
Philadelphia, PA 19114

G E Healthcare                   Contract              $150,000
P.O. Box 414418
Boston, MA 02241

Simpson Law Office               Trade Collection        $9,000

Carson Dental                    Contract                $8,000

Burley Dental                    Trade                   $5,100

Dekalb County Tax                Taxes                   $4,700

Sunshine Media - Advertising     Advertising Contract    $4,000

ADP                              Contract                $3,700

Cebevond                         Contract                $3,000

Cerinate Lab                     Trade                   $1,800

Stericycle Waste                 Trade                   $1,800

Top Quality Gloves               Trade                     $900

Brassler-Lab                     Trade                     $800

Georgia Power                    Utilities                 $700

TRS                              Collection                $650

Your Answering Service           Trade                     $200

Airgas Nitrous                   Trade                     $150


BLUE SKY: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Blue Sky Mountain Co., Inc.
        6310 Parson Brown Drive
        Orlando, FL 32819

Bankruptcy Case No.: 08-10433

Chapter 11 Petition Date: June 4, 2008

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  Kight Law Office
                  9 SW Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Total Assets: $31,095,300

Total Debts:  $6,171,094

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wolf Mountain Grading            Business Debt         $270,138
120 Nomad Drive
Tuckasegee, NC 28783

Canin Associates                 Business Debt          $30,441
500 Delaney Avenue
Orlando, FL 32810

Coastline Studios                Business Debt          $23,301
322 E. Pine Street
Orlando, FL 32801

WNC-PE & S, LLC                  Business Debt          $14,595

Bank of America                  Consumer Debt          $11,595

Crane Bros. Well Drilling, Inc.  Business Debt          $11,580

Jackson County Tax Collector     Taxes                  $11,224

Fish and Wildlife Associates Inc Business Debt           $8,064

Geller, Ragans, James,           Business Debt           $3,686
Oppenheimer & Creel

Sonitrol Leasing                                           $692

Wolff, Hill, McFarlin & Herron,  Business Debt             $535
PA


BRIGHTON LLC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brighton, LLC
        415 W. Eleven Mile Road
        Madison Heights, MI 48071

Bankruptcy Case No.: 08-52984

Chapter 11 Petition Date: May 29, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtors' Counsel: Robert N. Bassel, Esq.
                  201 W. Big Beaver
                  6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111
                  E-mail: robert.bassel@kkue.com

Estimated assets:  $1 million to $10 million

Estimated debts:   $1 million to $10 million

A list of the Debtor's six largest unsecured creditors is
available at no charge at

            http://bankrupt.com/misc/mieb08-52984.pdf


C-BASS: Fitch Chips Ratings on Two Certificate Classes to BB
------------------------------------------------------------
Fitch Ratings has taken rating actions on Credit Based Asset
Servicing and Securitization LLC mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed from Rating
Watch Negative.

C-BASS 1998-1 Group 1
  -- 1A affirmed at 'AAA';
  -- 1B affirmed at 'AAA';
  -- 1C affirmed at 'AAA';
  -- 1D affirmed at 'AA';
  -- 1E affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 2.90%
  -- Realized Losses to date (% of Original Balance): 0.37%

C-BASS 1999-CB1 Group 1
  -- 1A downgraded to 'A' from 'AAA';
  -- A-PO downgraded to 'A' from 'AAA';
  -- 1M-1 downgraded to 'A-' from 'AAA';
  -- 1M-2 downgraded to 'BBB' from 'AA';
  -- 1M-3 downgraded to 'BB' from 'A';

Deal Summary
  -- 60+ day Delinquency: 18.22%
  -- Realized Losses to date (% of Original Balance): 2.52%

C-BASS 1999-CB2 Group 1
  -- 1A downgraded to 'A-' from 'AAA';
  -- 1A-IO affirmed at 'AAA';
  -- A-PO downgraded to 'A-' from 'AAA';
  -- 1M-1 downgraded to 'BBB+' from 'AAA';
  -- 1M-2 downgraded to 'BB+' from 'AA';
  -- 1M-3 downgraded to 'B' from 'A';
  -- 1B-1 downgraded to 'C/DR5' from 'BB';
  -- 1B-2 downgraded to 'C/DR6' from 'B';

Deal Summary
  -- 60+ day Delinquency: 25.06%
  -- Realized Losses to date (% of Original Balance): 3.16%

C-BASS 2001-CB3
  -- M-1 affirmed at 'AAA';
  -- M-2 affirmed at 'AA';
  -- B-1 affirmed at 'BBB';
  -- B-2 affirmed at 'B+';

Deal Summary
  -- 60+ day Delinquency: 18.22%
  -- Realized Losses to date (% of Original Balance): 7.80%

C-BASS 2001-CB4 GROUP 1
  -- 1A-1 affirmed at 'AAA';
  -- 1M-1 downgraded to 'A' from 'AA';
  -- 1M-2 downgraded to 'BBB-' from 'A-';
  -- 1B-1 downgraded to 'B+' from 'BB';

Deal Summary
  -- 60+ day Delinquency: 18.72%
  -- Realized Losses to date (% of Original Balance): 4.43%

C-BASS 2001-CB4 GROUP 2
  -- IIM-2 affirmed at 'AA-';
  -- IIB-1 affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 16.68%
  -- Realized Losses to date (% of Original Balance): 17.36%

C-BASS 2002-CB1
  -- M-2 affirmed at 'AA';
  -- B-1 affirmed at 'A';
  -- B-2 downgraded to 'CC/DR3' from 'B-/DR1';

Deal Summary
  -- 60+ day Delinquency: 25.44%
  -- Realized Losses to date (% of Original Balance): 6.70%

C-BASS 2002-CB2
  -- A-1 affirmed at 'AAA';
  -- A-2 affirmed at 'AAA';
  -- M-1 downgraded to 'A+' from 'AA';
  -- M-2 downgraded to 'BBB' from 'BBB+';
  -- B-1 revised to 'C/DR4' from C/DR3';
  -- B-2 revised to 'C/DR6' from C/DR5';


Deal Summary
  -- 60+ day Delinquency: 15.29%
  -- Realized Losses to date (% of Original Balance): 3.71%

C-BASS 2002-CB3
  -- M-2 affirmed at 'AA+';
  -- B-1 affirmed at 'A';
  -- B-2 affirmed at 'BBB';
  -- B-3 downgraded to 'CC/DR3' from 'B';

Deal Summary
  -- 60+ day Delinquency: 21.52%
  -- Realized Losses to date (% of Original Balance): 6.46%

C-BASS 2002-CB4
  -- AF-4 affirmed at 'AAA';
  -- AV-1 affirmed at 'AAA';
  -- M-1 affirmed at 'AA+';
  -- M-2 affirmed at 'AA-';
  -- B-1 affirmed at 'A-';
  -- B-2 affirmed at 'BBB';
  -- B-3 affirmed at 'BB';

Deal Summary
  -- 60+ day Delinquency: 8.44%
  -- Realized Losses to date (% of Original Balance): 2.54%

C-BASS 2002-CB5
  -- AF-3 affirmed at 'AAA';
  -- AV-2 affirmed at 'AAA';
  -- M-1 affirmed at 'AA';
  -- M-2 affirmed at 'A';
  -- B-1 affirmed at 'BB';
  -- B-2 downgraded to 'B' from 'BB-';
  -- B-3 downgraded to 'C/DR4' from 'B';

Deal Summary
  -- 60+ day Delinquency: 16.11%
  -- Realized Losses to date (% of Original Balance): 3.62%

C-BASS 2002-CB6
  -- M-1 affirmed at 'AA+';
  -- M-2F downgraded to 'A-' from 'A+';
  -- M-2V downgraded to 'A-' from 'A+';
  -- B-1 downgraded to 'BB' from 'BBB';
  -- B-2 downgraded to 'C/DR5' from 'B';
  -- B-3 revised to 'C/DR6' from 'C/DR5';


Deal Summary
  -- 60+ day Delinquency: 14.72%
  -- Realized Losses to date (% of Original Balance): 3.55%


CALIFORNIA CONDOMINIUMS: Involuntary Chapter 11 Case Summary
------------------------------------------------------------
Alleged Debtor: California Condominiums, LLC
                11041 E. Betony Drive
                Scottsdale, Arizona 85255

Case Number: 08-06652

Involuntary Petition Date: June 5, 2008

Court: District of Arizona (Phoenix)

Petitioner's Counsel: Alicia Mykyta, Esq.
                       (alicia.mykyta@azbar.org)
                      Paul S. Harter, PC
                      1599 E. Orangewood Avenue, Suite #125
                      Phoenix, Arizona 85020-5159
                      Tel: (602) 256-0337
                      Fax: (602) 256-0432
                               
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
GR8 Solutions LLC              services             $95,000
110 W. Missouri, Suite 1
Phoenix, Arizona 85013

                       
CALPINE CORP: Names Zamier Rauf as Interim Chief Fin'l Officer
--------------------------------------------------------------
Calpine Corporation names Zamir Rauf as interim Chief Financial
Officer effective.  He will succeed Lisa Donahue, who has served
as Calpine's interim Chief Financial Officer since November 2006,
and is a managing partner at AlixPartners.

"We are fortunate to have a qualified individual as Mr. Rauf
assume this position," said William J. Patterson, Chairman of
Calpine's Board.  "[Mr. Rauf's] industry knowledge, finance and
business background, and strategic planning experience will be
invaluable as we execute our business plan."

Mr. Rauf was most recently Senior Vice President, Finance and
Treasurer.  In that position, he oversaw Calpine's corporate
finance, project finance, treasury and debt compliance functions
and was responsible for the corporate banking, investment banking
and rating agency relationships.

Mr. Rauf played an integral role in Calpine's restructuring
efforts, working closely with the company's legal and
restructuring advisors as well as the creditors' committees in an
effort to help ensure the successful reorganization of the
company.

Mr. Rauf joined Calpine in 2000 in the Finance group.  Prior to
joining Calpine, Mr. Rauf held various accounting and finance
roles with Enron North America and Dynegy Inc.  He earned his
bachelor's degree in business and commerce and master's in
business administration-finance from the University of Houston.

Ms. Donahue will return to AlixPartners where she will continue in
her current position as Managing Director and co-head of the
firm's Turnaround and Restructuring practice.

Patterson added, "On behalf of the Board of Directors, I want to
thank Lisa for her hard work and significant contributions to
Calpine.  Our successful emergence from Chapter 11 was in no small
part due to her outstanding expertise and leadership capabilities.  
We wish her all the best in her future endeavors."

                     About Calpine Corporation

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

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

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

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


CHENIERE ENERGY: Jonathan Gross Resigns as Senior Vice President
----------------------------------------------------------------
Jonathan S. Gross resigned as Senior Vice President - Exploration
of Cheniere Energy, Inc., but will continue as an employee until
July 31, 2008.  

On May 9, 2008, the Committee approved a payment to Mr. Gross
consisting of:

   (i) a cash payment equal to one month's base salary in the
       amount of $22,735 and

  (ii) the accelerated vesting of Mr. Gross' outstanding equity
       awards in company securities.

Mr. Gross' equity awards to be accelerated consist of 17,844
shares of restricted stock and 200,000 non-qualified stock options
which have an exercise price of $36.25.

Payment of the Severance Payment is conditioned upon Mr. Gross'
execution of a release and separation agreement following his
termination from the company.

A full-text copy of the Release and Separation Agreement is
available for free at http://ResearchArchives.com/t/s?2d7e

                   Retention Payments Approved

On May 9, 2008, the Compensation Committee of the Board of
Directors of Cheniere Energy approved these retention payments for
employees and consultants designated by the Committee.

                   2008 Short-Term Retention Plan

The Committee adopted the Cheniere Energy, Inc. 2008 Short-Term
Retention Plan in order to retain key employees and consultants
for the next six months.  Pursuant to the Short-Term Plan, the
Committee approved awards generally equal to one-half of an
employee's base salary or a consultant's annual fee, as
applicable, for employees and consultants designated by the
Committee.  The award shall be paid one-half in cash and one-half
in a fixed grant of restricted stock (determined based on a stock
price of $10.00 per share).  The cash and restricted stock shall
vest and become payable on Dec. 1, 2008.  The maximum aggregate
cash amount payable by the Company pursuant to the Short-Term Plan
is $3,144,806 and the aggregate number of shares of restricted
stock to be issued is 307,836.

                   2008 Long-Term Retention Plan

The Committee adopted the Cheniere Energy, Inc. 2008 Long-Term
Retention Plan in order to retain key employees and consultants
for an extended period of time.  The plan provides for a grant of
restricted stock to employees and consultants designated by the
Committee which vests in equal amounts on Dec. 31, 2008, Dec. 31,
2009 and Dec. 31, 2010.  The aggregate number of shares of
restricted stock to be issued pursuant to the Long-Term Plan is
1,525,038.  

              2008 Change of Control Cash Payment Plan

The Committee adopted the Cheniere Energy, Inc. 2008 Change of
Control Cash Payment Plan in order to retain key employees and
consultants.  The plan provides that, upon a Change of Control, as
defined in the Cheniere Energy, Inc. Amended and Restated 2003
Stock Incentive Plan, the company shall pay to employees and
consultants designated by the Committee an amount equal to one
times each such employee or consultant's base salary or annual
fee, as applicable, at or immediately prior to the time the Change
of Control is consummated.  The COC Award shall be payable to the
employee or consultant within 30 days of the effective date of the
Change of Control.

                     About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG    
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

Cheniere Energy Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $2.96 billion in total assets and $3.26 billion in
total liabilities, resulting in a $302.1 million total
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on May 13, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on liquefied natural gas project developer Cheniere Energy
Inc. to 'CCC+' from 'B' and its senior secured rating on
subsidiary Sabine Pass LNG L.P. to 'B+' from 'BB'.  S&P also
removed the ratings from CreditWatch with negative implications,
where S&P placed them on April 17, 2008.  At the same time, S&P
revised its recovery rating on Sabine Pass to '4', indicating
average (30% to 50%) recovery of principal in the event of a
payment default.  The outlook is negative.


CIFG GUARANTY: S&P Cuts Financial Strength Rating to A- from A+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial strength
ratings on CIFG Guaranty, CIFG Europe, and CIFG Assurance North
America Inc. to 'A-' from 'A+' and placed the ratings on
CreditWatch with negative implications.
     
The downgrade reflects S&P's view that CIFG has lagged the
industry in par volume in recent years and has generally failed to
develop a strong franchise.  Because of this, and given its  
opinion that total insured business volume will be off for the
industry in the near term, S&P believe that the company is highly
prone to damage to its franchise.  To improve CIFG's situation,
management is evaluating a long-term plan to restructure the
company with a focus on the U.S. public finance market and
selective participation in global structured finance and the
global infrastructure markets.  In S&P's opinion, the future
strategic direction of the company and the stability of the rating
will largely depend on the results of this restructuring effort.
     
The placement on CreditWatch reflects S&P's view that there is
execution risk in the company's restructuring plan.  Should CIFG
prove unsuccessful in its restructuring, S&P believe the company
would effectively be in runoff, in which case the rating could go
lower.
     
The 'A-' financial strength and financial enhancement ratings
reflect a consolidated margin of safety that is well above
Standard & Poor's Ratings Services' required 'A-' level, strong
parental support, and, in S&P's view, a sound restructuring plan
to move the company forward.  The combined operations of CIFG
produced a margin of safety that was in the 1.3x-1.4x range, based
on Standard & Poor's capital adequacy test.  To support CIFG's
claims-paying resources, Banque Federale des Banques Populaires
and Caisse Nationale des Caisses d'Epargne contributed a total of
$1.3 billion of capital and provided a $204 million capital
facility available to the company.
     

CITIZENS REPUBLIC: Fitch Expects to Rate Stock Issuance 'BB+
------------------------------------------------------------
Fitch Ratings expects to rate Citizens Republic Bancorp, Inc.'s
upcoming perpetual preferred stock issuance 'BB+'.  The Rating
Outlook is Negative.

CRBC plans to issue $200 million in convertible non-cumulative
perpetual preferred stock and common stock.  The preferred stock
converts to common stock immediately upon common stock shareholder
approval of additional authorized common shares required for
conversion.  Fitch expects to assign 100% equity credit to this
issuance due to the preferred stock's level of subordination, non-
cumulative structure and near-term conversion to common equity.  
Proceeds will be used to build liquidity at the parent company.

The issuance of additional common and preferred stock at this time
will materially strengthen CRBC's capital base.  However, CRBC's
long-term Rating Outlook remains Negative, as Fitch believes asset
quality problems and tough economic conditions in CRBC's markets
will continue in the near to intermediate term.  Fitch will
continue to assess the company's asset quality deterioration and
loss content and the resulting impact on earnings generation in
resolving the Rating Outlook over the next few quarters.

Fitch expects to assign this rating:

Citizens Republic Bancorp, Inc.
-- Preferred stock 'BB+'.


COHR HOLDINGS: Loss of Largest Customer Cues Moody's to Junk CFR
----------------------------------------------------------------
Moody's Investors Service downgraded Cohr Holdings, Inc.'s
Corporate Family Rating to Caa1 from B2. Moody's also downgraded
the ratings on the senior secured credit facility to B3 from B1.
The outlook remains negative.

The downgrade of the ratings follows the company's loss of its
largest customer, which Moody's estimates constituted more than
20% of Cohr's total revenue. The company believes the loss of the
customer contract was not related to dissatisfaction with Cohr's
services. Nonetheless, given Cohr's small size, highly leveraged
position and limited liquidity Moody's believes the loss of the
contract makes the company's ability to service its debt
increasingly uncertain.

On February 11, 2008 Moody's revised Cohr's rating outlook to
negative from stable citing the materially weaker than expected
operating performance in the year since the ratings were first
assigned. Moody's also commented that the ratings could be
downgraded if the company's operating performance were to remain
weak or the company were to lose a material customer. The rating
outlook remains negative, reflecting the risk of a liquidity
shortfall in the next 12 to 24 months. The ratings could be
stabilized if Cohr is able to offset the revenue and cash flow
from the lost contract through expense management and growth from
new contract wins.

These ratings were downgraded:

   -- Corporate Family Rating; to Caa1 from B2

   -- Probability of Default Rating; to Caa1 from B2

   -- $20 million Senior Secured Revolver; to B3 (LGD3/39%) from
      B1 (LGD3/38%)

   -- $140 million Senior Secured Term Loan; to B3 (to LGD3/39%)
      from B1 (LGD3/38%)

The ratings outlook remains negative.

Headquartered in Chatsworth, California, Cohr Holdings, Inc. is a
leading independent service organization in the diagnostic imaging
and biomedical equipment maintenance and repair services industry.
For the twelve months ended March 31, 2008 Cohr generated
approximately $161 million in revenue.


COSINE COMMS: Earns $52,000 in 2008 First Quarter Ended March 31
----------------------------------------------------------------
CoSine Communications Inc. reported net income of $52,000 for the
first quarter ended March 31, 2008, compared with net income of
$94,000 for the same period ended March 31, 2007.

Effective Dec. 31, 2006, the company ceased all customer service
operations.  Accordingly, there were no revenues recognized for
the three months ended March 31, 2008, and 2007.

General and administrative expenses were $178,000 and $197,000 for
the three months ended March 31, 2008, and 2007, respectively.

For the three months ended March 31, 2008, and 2007, interest
income and other income was $230,000 and $291,000, respectively.
The decrease from March 31, 2007, to March 31, 2008, is due to
lower interest rates during the first quarter of 2008 as compared
to 2007.

At March 31, 2008, the company's consolidated balance sheet showed
in $23,226,000 in total assets, $236,000 in total liabilities, and
$22,990,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d64

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2008,
Burr, Pilger & Mayer LLP ,in Palo Alto, Calif., expressed
substantial doubt about CoSine Communications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  

At March 31, 2008, the company has an accumulated deficit of
$516,060,000.  The company's current redeployment of assets
strategy and the termination of its employees, discontinuance of
production activities and cessation of its customer support
offerings and service capabilities raise substantial doubt about
its ability to continue as a going concern.

                   About CoSine Communications

Based in Redwood City, California, CoSine Communications Inc.
(OTC: COSN.PK) -- http://www.cosinecom.com/-- was founded in 1998  
as a global telecommunications equipment supplier to empower
service providers to deliver a compelling portfolio of managed,
network-based IP and broadband services to consumers and business
customers.  CoSine ceased its customer service operations
effective Dec. 31, 2006.  CoSine's strategic plan is to redeploy
its existing resources to identify and acquire new business
operations.  

CoSine's redeployment strategy will involve the acquisition of one
or more operating businesses with existing or prospective taxable
earnings.  As of May 16, 2008, no candidates have been identified.


COUDERT BROS: Disclosure Statement Needs More Changes, Court Says
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
indicated that Coudert Brothers LLP's disclosures statement
describing its amended chapter 11 plan of liquidation needs
further revision before it can be approved, Bankruptcy Law 360
reports.

The Hon. Robert D. Drain, according to the report, said he is
already inclined to give a thumbs up to the Debtor's disclosure
statement at a hearing expected to take place this week.  Judge
Drain, added that the Debtor's disclosure statement already
contains adequate information relating to changes that he had
suggested, Bankruptcy Law says.

             Filing of Plan and Disclosure Statement

As reported by the Troubled Company Reporter on May 14, 2008, the
Debtor submitted to the Court its amended plan of liquidation and
an amended disclosure statement describing that plan.

Under the amended plan, secured creditors with claims of about
$1 million will get 100% recovery.  Holders of $1.5 million
priority non-tax claims will get 100% recovery.  Holders of
malpractice claims will get 100% recovery.  Holders of unsecured
claims will get recovery of up to 39%, if total allowed claims
equals $26 million.

Holders of $102,000 non-profit claims, $3.3 million partner profit
claims, and interest claims, won't be repaid.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Kurtzman Carson Consultants LLC is
the Debtor's claims and notice agent.  Brian F. Moore, Esq., and
David J. Adler, Esq., at McCarter & English, LLP, represent the
Official Committee Of Unsecured Creditors.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.  The Debtor's exclusive period to file
a plan expired on May 20, 2007.  The Debtor proposed a plan
confirmation hearing to be held on Aug. 15, 2008, at 10:00 a.m.


COUNTRYWIDE FINANCIAL: Gets "Blackout" Notice from 401(k) Trustee
-----------------------------------------------------------------
Countrywide Financial Corporation received notice from the
trustee/administrator of the Company 401(k) Savings and Investment
Plan that a "blackout period" for the Plan would be imposed on
transactions by Plan participants involving the Countrywide Stock
Fund.  On June 2, 2008, Countrywide sent a notice to its directors
and executive officers informing them that:

   (1) the Plan blackout period is expected to begin as of 4:00
       p.m., Eastern Time, on June 27, 2008 and end the morning of
       July 2, 2008, and

   (2) the directors and executive officers generally will be
       unable to trade in Countrywide common stock and related      
       equity securities during the Plan blackout period.

The Plan blackout period is being implemented to provide for the
conversion of shares of Countrywide common stock into shares of
Bank of America common stock held by the Countrywide Stock Fund,
which will become the Bank of America Corporation Common Stock
Fund, as a result of the closing of the acquisition of Countrywide
by Bank of America Corporation.  Access to the Countrywide Stock
Fund held in accounts under the Plan will be suspended for the
blackout period so that Plan participants will be unable to engage
in certain transactions involving the Countrywide Stock Fund held
in their Plan accounts, including exchange, distribution,
contribution and loan transactions.

A copy of the blackout notice to directors and executive officers
is available for free at http://ResearchArchives.com/t/s?2d74

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500.  Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.

The company is continuing to face a barrage of lawsuits coming
from disgruntled homeowners that filed for bankruptcy protection.  
Countrywide has been accused by these homeowners and various
federal agencies of dubious and questionable lending practices,
and for abusing the bankruptcy system.


CRT LAND: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CRT Land Company Inc.
        6200 Lake Ming Rd #C-2
        Bakersfield, CA 93306

Bankruptcy Case No.: 08-13245

Chapter 11 Petition Date: June 4, 2008

Court: Eastern District of California (Fresno)

Debtors' Counsel: D. Max Gardner, Esq.
                  1800 30th St., 4th Fl
                  Bakersfield, CA 93301-5298
                  Tel: (661) 327-9661

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

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

Debtor's three largest unsecured creditors:

   Entity                         Nature of Claim        Amount
   ------                         ---------------        ------
Pinnacle Civil Engineering Inc.   Goods & services      $75,000
2161 Saturn Court
Bakersfield, CA 93308

Wall, Wall & Peake                Goods & services       $3,065
1601 'F' Street
Bakersfield, CA 93301

State Water Resources Control     Goods & services       $1,500
P.O. Box 1888
Sacramento, CA 95182-1888


CUMULUS MEDIA: High Debt Leverage Cues Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Cumulus Media Inc.'s
Corporate Family Rating to B1 from Ba3, its Probability of Default
Rating to B2 from B1 and the rating on its $850 million credit
facility ($100 million revolver due 2012 and $750 million term
loan due 2014) to B1 from Ba3. This concludes Moody's review that
was initiated on July 24, 2007 following the company's
announcement of a merger agreement with an investor group led by
Lew Dickey, the company's Chairman, President and CEO, and an
affiliate of Merrill Lynch Global Private Equity. The outlook is
negative.

The downgrades were prompted by Cumulus' high debt to EBITDA
leverage of 7.6x at 3/31/2008 (incorporating Moody's standard
adjustments) and Moody's expectation that the company's leverage
will continue to remain high over the rating horizon given the
potential for share repurchases following the termination of the
company's merger agreement with the investor group in May 2008.
The negative outlook reflects the potential for deterioration in
the company's EBITDA in light of negative industry trends and the
modest cushion under the company's credit facility leverage
covenant.

Moody's has taken these ratings actions:

Cumulus Media Inc.

  * Corporate family rating -- downgraded to B1 from Ba3

  * Probability-of-default rating -- downgraded to B2 from B1

  * $100 Million Secured Revolver due 2012-- downgraded to B1
    from Ba3 (LGD 3, 34%)

  * $750 Million Secured Term Loan due 2014 -- downgraded to B1
    from Ba3 (LGD 3, 34%)

  * The outlook is negative.

Cumulus' rating reflects higher than expected debt to EBITDA
leverage (7.6x based on trailing twelve months ended March 31,
2008) and Moody's expectation that given the termination of its
merger agreement, the company will likely resume share repurchases
over the rating horizon. Moody's also expects that Cumulus will
maintain a modest margin of covenant compliance under its
financial maintenance covenants over the next twelve months. In
addition, the rating reflects the inherent cyclicality of the
advertising business, cross media-competition faced by radio for
audience and advertising revenue and Moody's belief that radio is
a mature industry with limited growth prospects.

The ratings continue to benefit from the geographic and cash flow
diversity in Cumulus' station portfolio, its clustering strategy
which yields format diversity and dominant market positions and
heavier proportion of local advertising revenue.

Cumulus Media Inc., headquartered in Atlanta, Georgia is a radio
broadcaster that upon completion of all pending acquisitions, will
own or operate (directly and through its investment in Cumulus
Media Partners, LLC) 339 radio stations in 65 markets.


CUSTOM ENGINEERED: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Custom Engineered Products, LLC
        1220 Flynn Street
        Chattanooga, TN 37404

Bankruptcy Case No.: 08-12536

Chapter 11 Petition Date: May 7, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtors' Counsel: Kyle R. Weems, Esq.
                  Suite 203
                  5312 Ringgold Road
                  Chattanooga, TN 37412
                  Tel: (423)624-1000
                  E-mail: weemslaw@earthlink.net

Total assets:  Unknown

Total debts:   $1,659,594

A copy of the Debtor's petition and schedules of liabilities is
available at no charge at:

            http://bankrupt.com/misc/tneb08-12536-pet.pdf

A list of the Debtor's 19 largest unsecured creditors is available
at no charge at

            http://bankrupt.com/misc/tneb08-12536-cred.pdf



DECODE GENETICS: Stockholders Approve Equity Incentive Plan
-----------------------------------------------------------
deCODE genetics, Inc. stockholders approved at their 2008 annual
meeting an amendment to the company's 2006 Equity Incentive Plan
to increase the maximum number of shares of common stock that may
be issued under the Plan from 4,000,000 to 10,000,000.

Under the terms of the 2006 Plan, the company's non-employee
directors, employees and consultants are eligible to receive stock
options, restricted stock and stock appreciation rights (including
stock appreciation rights granted in tandem with stock options).  
The 2006 Plan is  administered by the Compensation Committee of
the Board.

A copy of the 2006 Plan, as amended, is available for free at
http://ResearchArchives.com/t/s?2d7c

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--   
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.

The company serves pharmaceutical companies, biotechnology firms,
pharmacogenomics companies, government institutions, universities,
and other research institutions primarily in the United States,
Europe, and internationally.  The company was founded in 1996 and
is headquartered in Reykjavik, Iceland.

deCODE genetics Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $156.2 million in total assets and $301.9 million in
total liabilities, resulting in a $145.7 million total
stockholders' deficit.



DEN-MARK CONSTRUCTION: Cash Collateral Hearing to Continue June 26
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina will resume a hearing on the motion of Den-Mark
Construction Inc. to use Regions Bank's cash collateral on
June 26, 2008, at 10:00 a.m.

          Second Interim Order to Use of Cash Collateral

The Troubled Company Reporter said on June 4, 2008, that the Court
gave Den-Mark Construction a second interim approval to use cash
collateral securing their obligation to Regions Bank.

Den-Mark Construction executed a promissory note, dated May 16,
2005, with Regions Bank to finance the construction on lots in the
Wedgefield subdivision in Johnston County, North Carolina.  The
note is secured by first priority deeds of trust on the Wedgefield
property.  The Debtor presently has contracts to sell on home in
Wedgefield on June 2008, which is the subject of a pending motion
for authority to sell property free and clear of liens.  The
proceeds generated from sales of the lot constitute cash
collateral of Regions Bank.

                    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).  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'
schedules showed total assets of $44,810,901 and total liabilities
of $34,537,937.


DEN-MARK CONSTRUCTION: Stock DIP Fund Hearing to Continue June 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina will resume a hearing on the joint request of Den-Mark
Construction Inc. and Marcus Edwards Development LLC to access
postpetition financing from Stock Building Supply Inc. on June 26,
2008, at 10:00 a.m.

The Debtors told the Court that they intend to enter into a
postpetition financing agreement with Stock.  The Debtors agreed
to provide Stock a substitute collateral in the form of a deed of
trust on 11 homes-for-rent owned by Den-Mark Properties Inc., in
addition to its existing collateral.  The Debtors pledged to
secure the Stock loan with second priority future advances deed of
trust on the 11 homes.  The Debtors also pledged to secure the
Stock loan with a junior lien on a property owned by Marcus
Edwards known as Brighton Ridge.

According to Den-Mark Construction and Marcus Edwards, they own
several real estate developments in North Carolina.  They also
build houses.  The Debtors said that their primary supplier is
Stock.  Currently, they owe Stock about $911,646, secured by
statutory mechanic liens.

The material terms of the postpetition financing agreement are:

   a. maximum principal amount of $1,100,000, of which $911,646
      as already been advanced;

   b. interest rate will be calculated on all outstanding
      amounts at a rate to be agreed upon.  Additional amounts
      advanced will accrue interest at this same rate, provided
      that the advance will be given interest free for 30 day;

   c. term of the loan will be ongoing until all amounts owed
      to Stock are paid in full;

   d. payment to Stock will be paid from the sale of the
      properties identified in the deed of trust, after payment
      of senior liens and closing costs.

              Parties Object to Stock DIP Financing

A. Four Oaks Bank

Creditor Four Oaks Bank and Trust Company filed an objection with
the Court on the Debtors' motion to enter into a postpetiton
financing pact with Stock.  The bank did not disclose its reasons
for opposing the request.

Gordon C. Woodruff, Esq., in Smithfield, North Carolina represents
Four Oaks Bank.

B. Bankruptcy Administrator

Marjorie K. Lynch, bankruptcy administrator, informed the Court
that she wants the Debtors' request to access Stock's DIP
financing denied.

According to Ms. Lynch, it is unclear what type of entity Den-Mark
Properties is and what relation it has with the Debtors.  It is
also unclear, she added, what rental properties are owned by Den-
Mark Properties, where they are located, and what their values
are.

It appears, the administrator continued, that with the only
$188,353 of the $1,100,000 will be available to the Debtors as
postpetition financing while the remaining $911,646 is prepetition
debt now being secured by additional collateral.  This represents
less than six months of the salaries requested by the shareholder-
officers.

The administrator pointed that the Debtors have not provided
sufficient disclosure to justify granting an additional $1,100,000
lien on a property that might otherwise have money available for
unsecured creditors upon a sale.  The administrator said she is
concerned that requiring the Debtors to repay additional sums
advanced by Stock within 30 days may not be feasible.  She said
that the interest rate was not determined nor clearly disclosed.

C. SunTrust Bank

Creditor SunTrust Bank pointed to the Court that the Debtors
sought to obtain $188,353 in additional postpetition financing
from Stock in exchange for $1,100,000 additional security not only
for the $188,353 to be advanced but also for the $911,646 that
Stock has already advanced to the Debtors.

SunTrust asserted that the Den-Mark Properties is an entity
related to the Debtors but is not in bankruptcy.  The bank said
that Stock, which holds pre-existing mechanic liens of $911,646,
is seeking collateral to secure its advances in addition to what
has been in the Debtor's motion.

SunTrust said it possesses valid and perfected first deeds of
trust on the homes owned by Den-Mark Properties and on the
Brighton Ridge property.  The bank said that its deeds of trust
prohibit secondary financing without its consent.  The bank said
that the Debtors' seek to modify SunTrust's contractual rights
with respect to the properties that are not in bankruptcy and
impair its interests in those properties.

To the extent that sales of the Brighton Ridge properties generate
proceeds net of loan payoff amounts, the proceeds constitute
SunTrust's cash collateral, the bank said.  SunTrust said that the
Debtors offered no adequate protection to the bank for use of its
cash collateral.

Charles N. Anderson, Jr., Esq., and George F. Sanderson III, Esq.,
at Ellis & Winters LLP, represents SunTrust Bank.

                          Stock Responds

Stock acknowledged that it is the main materials supplier to Den-
Mark Construction.

Stock said it has filed statutory mechanic liens against 29 tracts
of real property owned by the Debtors in various subdivisions.  
Three of the properties are subject to title insurance claims
since they were sold to third party owners without payment to
Stock.  Two of the properties were sold free and clear of Stock's
liens.

Stock said that the Debtors' motion to use its DIP financing
purports to provide substitute collateral but fails to describe
the property in sufficient detail.  Hence, Stock said that it can
not sufficiently evaluate the value of the proposed collateral.

Stock said that it has not agreed to advance additional credit
without additional security.

Nan E. Hannah, Esq., at Vann & Sheridan LLP represents Stock
Building Supply.

                    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).  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'
schedules showed total assets of $44,810,901 and total liabilities
of $34,537,937.


EAGLE INVESTMENTS: Files Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Eagle Investments, L.L.C.
        4141 N.W. 5th Street, Suite 100
        Plantation, Florida 33317

Bankruptcy Case No.: 08-17472

Chapter 11 Petition Date: June 4, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtors' Counsel: David Marshall Brown, Esq.
                   (dmbrownpa@bellsouth.net)
                  David Marshall Brown P.A.
                  33 N.E. 2nd Street, Suite #208
                  Ft. Lauderdale, Florida 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382

Total Assets: $1,749,168

Total Debts:  $1,393,055

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

                       
ESMARK INC: Says Reports on Failure to Refinance Debt Are False
---------------------------------------------------------------
Esmark Incorporated provided clarification regarding its press
statement issued in compliance with NASDAQ rules.  The company
stated that reports stating that the company had not refinanced
its long-term debt are erroneous.

On May 6, 2008, the company refinanced its senior secured term
loan with a $110 million dollar facility with Essar Steel Holdings
Limited, which does not mature until June 1, 2009.  The company
also extended its short term revolving credit agreements to no
later than Sept. 30, 2008.  Because the short term revolving
credit facilities mature no later than Sept. 30, 2008, the company
received a going-concern qualification in connection with
its Annual Report on Form 10-K.  

The company reported in its Form 10-K that in the event it is
unable to refinance or repay such short-term debt, it would
consider alternative capital arrangements with third parties or
obtaining proceeds from the disposition of assets.

As reported on April 30, 2008, the company has agreed to the
material terms of a proposed tender offer and merger with Essar
Steel Holdings Limited for the purchase of all of the
outstanding common stock of the company for $17 per share which
the company anticipates would be consummated prior to Sept. 30,
2008, if the company enters into the proposed merger agreement
with Essar Steel Holdings Limited.

"Our company has improved its liquidity and our balance sheet is
stronger than at any time since I was appointed chairman of
Wheeling-Pittsburgh Corporation on Dec. 1, 2006," James Bouchard,
Esmark CEO, stated.  "We have a sincere appreciation for Essar and
the financing they have provided to help strengthen our balance
sheet in a time of troubled global credit markets."

"It is one of many reasons we chose to partner with them," added
Mr. Bouchard.  "We expect to file our Form 10-Q for the first
quarter next week and we will announce guidance for the second
quarter.  Our businesses continue to benefit from the strong
market prices which we are currently experiencing."

                        About Esmark Inc.

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

                      Going Concern Doubt

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

In its 2007 Annual Report, the company disclosed that its current
revolving credit facilities are due and payable no later than
September 30, 2008.

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

On May 16, 2008, the USW demanded that Esmark repudiate the Essar
agreements and asserted that those agreements with Essar are in
direct violation of the company's collective bargaining agreement
with the USW.

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


ESMARK INC: Severstal Waives Essar Steel Deal, Says Offer is Valid
------------------------------------------------------------------
OAO Severstal, which has rivaled the takeover bid of Essar Steel
Holdings Ltd. for Esmark Incorporated, said its offer is not
subject to the target company terminating its merger agreement
with the Ruias-led Indian firm, The Economic Times reports.

In a press statement, OAO Severstal stated that it has waived the
Essar Steel agreement termination condition in connection with its
tender offer to acquire all of the outstanding shares of common
stock of Esmark Incorporated.

It had been a condition to the tender offer that Esmark validly
terminate the Memorandum of Agreement, dated April 30, 2008,
between Esmark and Essar Steel Holdings Limited and, if entered
into prior to the expiration of the tender offer, the Agreement
and Plan of Merger between Esmark and Essar Steel contemplated by
the Memorandum of Agreement.

On May 30, 2008, Severstal commenced the all cash $17 per share
tender offer to acquire Esmark shares.

All other terms and conditions of the tender offer remain the
same, as set forth in the Offer to Purchase filed with the United
States Securities and Exchange Commission on May 30, 2008.

Severstal's tender offer is scheduled to expire at 12:00 midnight,
Eastern Daylight Time, on June 26, 2008, unless extended.  

After completion of the tender offer, subject to the terms and
conditions set forth in the Offer to Purchase, as amended,
Severstal intends to consummate a second-step merger where all
remaining Esmark stockholders will receive the same cash price
paid in the tender offer, subject to any available appraisal
rights under Delaware law.  The tender offer is not conditioned on
financing.

Merrill Lynch is the Dealer Manager and Citibank, N.A. is the
Depositary for the tender offer.  Questions and requests for
documentation in connection with the tender offer may be directed
to MacKenzie Partners Inc., the Information Agent for the tender
offer, at (800) 322-2885 (toll-free) or (212) 929-5500 (collect).

                       About OAO Severstal

OAO Severstal (LSE: SVST; RTS: CHMF) is an international metals
and mining company with a listing on the Russian Trading System
and the London Stock Exchange.  Incorporated in 1993, the company
focuses on high value added and unique niche products and has a
successful track record of acquiring and integrating high-quality
assets in North America and Europe.  Severstal owns mining assets
in Russia, thus securing its supplies of raw materials.

                         About Esmark Inc.

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

                      Going Concern Doubt

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

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

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

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


ESPLANADE LLC: Secured Parties to Hold Auction on June 16
---------------------------------------------------------
Membership interests of secured parties, Robert A. Crowder and
Esplanade SPE Member LLC, in Esplanade LLC aggregating 100% will
be sold publicly on Monday, June 16, 2008, beginning 1:00 p.m.  
The sale will be held at the office of CapitalSource Finance LLC,
37 North Orange Avenue, Suite 500 in Orlando, Florida.

Deposit amount for the assets is $50,000.  Balance amount for the
assets are due within four business days.  Other terms of the sale
will announced during the auction date.

Additional information can be obtained from:

   Keith R. Walsh, Esq.
   Brown, Rudnick, Berlack, Isreals LLP
   Tel: (617) 856-8147
   E-mail: kwalsh@brownrudnick.com   

Esplanade LLC is a Florida limited liability company organized to
acquire, construct, own and operate a real property commonly known
as Esplanade Condominiums.  Esplanade Condominiums is located at
5337 Esplanade Park Circle in Orlando, Florida.


ETRICITY: Three Texas Electricity Retailers Close After Default
---------------------------------------------------------------
Three electricity retailers in Texas have stopped serving
customers, Elizabeth Souder of The Dallas Morning News reports.

Etricity, also known as HWY 3 MHP LLC, Pre-Buy Electric LLC and
National Power Co. have closed after defaulting on payment to the
Electric Reliability Council of Texas, which operates the power
grid.

ERCOT is now switching Etricity's 12,222 customers to other
providers, known as providers of last resort, and is nearly
finished switching the 23,593 customers of Pre-Buy and National
Power.

According to the report, electricity companies typically charge
higher prices for default service, based on the average price of
power in the wholesale spot market.  And those prices have spiked
in recent weeks as high temperatures boost demand for power,
causing congestion on some transmission lines.

Industry insiders say more defaults are on the way as wholesale
power prices rise, according to the Dallas Morning News.

Etricity is based in Denton.

Based in Dr. Grapevine is owned by Criag Bolin.  It was started in
2005.  it has $130,000 in estimated annual sales, according to
Manta (http://www.manta.com/).  

National Power, headquartered in Houston, was started in 2007.  
Its president is Denise Fields.  It has 15 employees.


EVERGREEN INT'L: Moody's Junks Corp. Family Rating; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Evergreen International Aviation, Inc., to Caa1 from B2, as
well as the ratings of its outstanding corporate debt instruments.
The outlook was changed to negative from stable.

The rating downgrade reflects the weakening financial profile of
Evergreen, which despite a long history of providing service to
the U.S. government under an Air Mobility Command (AMC) contract,
has reported negative free cash flow and deteriorating financial
metrics in recent periods. "Moody's is particularly concerned
about the proximity of the company to existing financial
covenants, which may require Evergreen to obtain waivers and/or
amendments in the near future", according to Moody's analyst
George Godlin.

Evergreen's liquidity is modest. The company maintains first- and
second-lien bank credit facilities under which it is subject to a
number of financial covenants. Moody's is concerned that the
tightness of current covenant levels, which step up over the next
several years, increases the risk of covenant violations in the
near term that could require the company to seek waivers or
amendments from its lending group.

The negative outlook reflects Moody's expectation that operating
performance will remain below historic levels in the near term and
could impair the company's ability to remain in compliance with
financial covenants.

Evergreen's rating could be lowered further if cash liquidity
declines below existing levels, if the company has operating
losses, of it the company's proximity to breaching any financial
covenant increases.

Evergreen's rating outlook could be stabilized with sustained
increases to revenues or operating profitability that increases
cash from operations and eliminates the need to draw on cash
reserves to satisfy maturing debt and capital spending
requirements.

Downgrades:

  Issuer: Evergreen International Aviation, Inc.

  * Probability of Default Rating, Downgraded to Caa1 from B2

  * Corporate Family Rating, Downgraded to Caa1 from B2

  * Senior Secured Bank Credit Facility, Downgraded to a range of
    Caa2 to B3 from a range of Caa1 to B1

Upgrades:

  Issuer: Evergreen International Aviation, Inc.

  * Senior Secured Bank Credit Facility, Upgraded to a range of
    77 - LGD5 to 32 - LGD3 from a range of 79 - LGD5 to 33 - LGD3

Outlook Actions:

  Issuer: Evergreen International Aviation, Inc.

  * Outlook, Changed To Negative From Stable

Withdrawals:

  Issuer: Evergreen International Aviation, Inc.

  * Senior Secured Regular Bond/Debenture, Withdrawn, previously
    rated Caa1

Evergreen International Aviation, Inc. is a privately held company
headquartered in McMinnville, Oregon, whose chairman is founder
and controlling shareholder Delford Smith. The company provides
diversified air cargo transportation and aviation support services
through its various operating segments including global air cargo
shipping, ground handling and logistics, helicopter transportation
services, small aircraft charters and aircraft maintenance and
repair.


FGIC: Projected CDO Losses Cue S&P's Negative Watch
---------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' financial
strength rating on Financial Guaranty Insurance Company on
CreditWatch with negative implications.  The rating previously had
a negative outlook.  Likewise, Standard & Poor's placed all other
FGIC ratings, as well as those of parent company FGIC Corp., on
CreditWatch with negative implications.
     
The CreditWatch addresses S&P's concern regarding the magnitude of
projected RMBS and related CDO losses when compared with claims-
paying resources.  Furthermore, restructuring scenarios under
consideration raise the concern that the surviving corporate
entity, FGIC, and the remaining policyholders may be disadvantaged
compared with other classes of policyholders -- in particular,
municipal policyholders.  S&P expect to know more about the
company's direction in the next several weeks and will take rating
action as necessary as information becomes available.
     

FORTUNE AT HIALEAH: Case Summary & 32 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fortune At Hialeah, LLC
        940 West 29th Street
        960 West 29th Street
        980 West 29th Street
        990 West 29th Street
        Hialeah, FL 33012

Bankruptcy Case No.: 08-16820

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      RG Investment Enterprises, LLC           08-16826
      Lucky Investment, LLC                    08-16833
      Okeechobee Plaza, LLC                    08-16841

Type of Business: Fortune At Hialeah is a single asset real
                  estate.

Chapter 11 Petition Date: May 23, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtors' Counsel: Gary M. Murphree, Esq.
                  142A Beacom Blvd
                  Miami, FL 33135
                  Tel: (305) 631-4488
                  e-mail: jlh@murphree-law.com

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

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

A. Fortune At Hialeah, LLC's 6 largest unsecured creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Miami-Dade Tax Collector                             $105,624
140 West Flagler Street
Miami, FL 33130-1575

Department of Water & Sewers                           32,016
City of Hialeah
3700 West 5th Avenue
Hialeah, FL 33012

Royal Plumbing Corp.                                   12,954

Florida City Gas                                        9,517

Waste Management Services                               3,399

Florida Power & Light Company                             566

B. Lucky Investment, LLC's 5 largest unsecured creditors:

   Entity                                        Claim Amount
   ------                                        ------------
WSD Developers Corp. Inc.                             $90,000
696 NE 125th Street
Miami, FL 33161

Miami-Dade Tax Collector                               63,699

A&G Roofing Corp.                                      18,000

All Service Waste                                         834

Florida Power & Light Company                             450

C. Okeechobee Plaza, LLC's 5 largest unsecured creditors

   Entity                                        Claim Amount
   ------                                        ------------
Miami-Dade Tax Collector                             $115,755
140 West Flagler Street
Miami, FL 33130-1575

Department of Water & Sewers                           12,067

All Service                                             3,003

CSE Paving of South Florida                             1,500

Florida Power & Light Company                             861

D. RG Investment Enterprises, LLC's 6 largest unsecured creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Miami-Dade Tax Collector                             $125,004
140 West Flagler Street
Miami, FL 33130-1575

AFCO                                                   18,000

FG Developers Corp.                                     8,028

Royal International Cargo, Inc.                         3,000

Pack & Send Cargo, Inc.                                 3,000

Miami Dade Water Department                             2,350


FREMONT GENERAL: Fitch Withdraws Default Rating
-----------------------------------------------
Fitch Ratings has withdrawn its ratings on Fremont General
Corporation as:

  -- Long-term Issuer Default Rating of 'D' is withdrawn;
  -- Individual Rating of 'F' is withdrawn;
  -- Senior unsecured debt of 'C/RR6'is withdrawn.

Fremont General Financing I
  -- Preferred securities of 'C/RR6' is withdrawn.

Fitch will no longer provide ratings or analytical coverage
Fremont General Corporation.  The rating action has no impact on
the ratings of Fremont Investment & Loan, FMT's banking
subsidiary.


FREMONT HOME: Fitch Affirms 'BB-' Rating on Class M-4 Certificates
------------------------------------------------------------------
Fitch Ratings has rating actions on 7 Fremont Home Loan Trust
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed from Rating Watch Negative.

Fremont Home Loan Trust 2002-1
  -- M-1 affirmed at 'AA';
  -- M-2 affirmed at 'A';
  -- M-3 affirmed at 'BB';
  -- M-4 affirmed at 'BB-';

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 26.62%
  -- Realized Losses to date (% of Original Balance): 2.14%

Fremont Home Loan Trust 2002-2
  -- M-1 downgraded from 'AA' to 'A+';
  -- M-2A downgraded from 'A' to 'A-';
  -- M-2B downgraded from 'A' to 'A-';

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 27.78%
  -- Realized Losses to date (% of Original Balance): 1.43%


GAP INC: May 2008 Sales Decrease 8% at $1.09 Billion
----------------------------------------------------
The Gap Inc. reported net sales of $1.09 billion for the four-week
period ended May 31, 2008, which is a decrease of 8% as compared
with net sales of $1.19 billion for the same period ended June 2,
2007.  The company's comparable store sales for May 2008 decreased
14% compared with a 3% decrease for May 2007.

Comparable store sales by division for May 2008 were:

   * Gap North America: negative 7% versus negative 7% last year;

   * Banana Republic North America: negative 5% versus positive 3%
     last year;

   * Old Navy North America: negative 25% versus negative 3% last
     year; and

   * International: flat versus flat last year.

"We were pleased that merchandise margins in May were
significantly above last year," Sabrina Simmons, chief financial
officer of Gap Inc., said.  "However, Old Navy continues to be our
biggest challenge. As we have stated, we are working to rebalance
Old Navy's mix of fashion and seasonal basic items, and expect to
see improvements in the assortments by late fall."

Year-to-date net sales were $4.47 billion for the seventeen weeks
ended May 31, 2008, a decrease of 6% compared with net sales of
$4.74 billion for the seventeen weeks ended June 2, 2007.  The
company's year-to-date comparable store sales decreased 12%
compared with a 4% decrease in the prior year.

                      Quarterly Dividend

The company's board of directors voted a quarterly dividend of
$0.085 per share payable on July 29, 2008, to shareholders of
record at the close of business on July 8, 2008.

                           About Gap

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty   
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

Moody's Investor Service placed Gap Inc.'s corporate family,
senior unsecured debt and probability of default ratings at 'Ba1'
in February 2007.  The ratings still hold to date with a stable
outlook.


GE CAPITAL: Fitch Downgrades Ratings on Nine Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on GE Capital home equity
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed from Rating Watch Negative.  Additionally, 4 classes have
been put on Rating Watch Negative.

GE CAPITAL 1997-HE1
  -- A4 downgraded to 'A-' from 'AAA';
  -- A5 downgraded to 'A-' from 'AAA';
  -- M downgraded to 'CCC/DR2' from 'BB-';
  -- B1 remains at 'C/DR5';

Deal Summary
  -- 60+ day Delinquency: 13.75%
  -- Realized Losses to date (% of Original Balance): 3.50%

GE CAPITAL 1997-HE4
  -- A6 rated 'AAA', placed on Rating Watch Negative;
  -- A7 rated 'AAA', placed on Rating Watch Negative;
  -- M downgraded to 'B' from 'A';
  -- B1 remains at 'C/DR4';

Deal Summary
  -- 60+ day Delinquency: 9.54%
  -- Realized Losses to date (% of Original Balance): 3.24%

GE CAPITAL 1998-HE1
  -- A6 rated 'AAA', placed on Rating Watch Negative;
  -- A7 rated 'AAA', placed on Rating Watch Negative;

Deal Summary
  -- 60+ day Delinquency: 19.44%
  -- Realized Losses to date (% of Original Balance): 2.95%

GE CAPITAL 1998-HE2
  -- A6 affirmed at 'AAA';
  -- A7 affirmed at 'AAA';

Deal Summary
  -- 60+ day Delinquency: 16.96%
  -- Realized Losses to date (% of Original Balance): 2.41%

GE CAPITAL 1999-HE1
  -- A6 affirmed at 'AAA';
  -- A7 affirmed at 'AAA';
  -- M downgraded to 'BBB+' from 'AA';
  -- B1 downgraded to 'BB' from 'BBB';
  -- B2 revised to 'C/DR5' from C/DR3';

Deal Summary
  -- 60+ day Delinquency: 13.84%
  -- Realized Losses to date (% of Original Balance): 4.13%

GE CAPITAL 1999-HE3
  -- A5 affirmed at 'AAA';
  -- A6 affirmed at 'AAA';
  -- M downgraded to 'AA' from 'AAA';
  -- B1 downgraded to 'A' from 'AA';
  -- B2 downgraded to 'CCC/DR2' from 'BB';
  -- B3 revised to 'C/DR5' from C/DR4';

Deal Summary
  -- 60+ day Delinquency: 14.29%
  -- Realized Losses to date (% of Original Balance): 3.50%


GENERAL ENVIRONMENTAL: Has $342,826 Equity Deficit at March 31
--------------------------------------------------------------
General Environmental Management Inc.'s consolidated balance sheet
at March 31, 2008, showed $14,260,632 in total assets and
$14,603,458 in total liabilities, resulting in a $342,826 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,835,665 in total current assets
available to pay $9,195,449 in total current liabilities.

The company reported a net loss of $1,345,233, on revenues of
$6,951,653, for the first quarter ended March 31, 2008, compared
with a net loss of $4,581,903, on revenues of $6,317,380, for the
same period ended March 31, 2007.

The reduction in net loss was due to reductions in non-cash
charges related to convertible debt instruments and the 2007 stock
option plan.

The increase in revenue can be attributed to increased revenue
from K2M Mobile Treatment Services Inc. which was partially offset
by a decrease in revenues in the Enviroconstruction market sector.

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?2d6a

                       Going Concern Doubt

Weinberg & Company, P.A., in Los Angeles, expressed substantial
doubt about General Environmental Management 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  since inception.

                   About General Environmental

Headquartered in Pomona, Calif., General Environmental Management
Inc. (OTC BB: GEVI) -- http://www.go-gem.com/-- is a full-service  
hazardous waste management and environmental services firm
providing integrated environmental solutions managed through its
proprietary web-based enterprise software, GEMWare, including the
following service offerings: management and transportation of
waste; design and management of on-site waste treatment systems;
management of large remediation projects; response to
environmental incidents and spills; and environmental, health and
safety compliance.  The company operates seven field service
locations and one Treatment, Storage, Disposal facility (TSDF),
servicing all markets in the Western U.S.


GLOBAL REALTY: Meyler & Co Expresses Going Concern Doubt
--------------------------------------------------------
Meyler & Company, LLC, raised substantial doubt on the ability of
Global Realty Development Corp. to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  

The auditor pointed to the company's net losses in 2007 and 2006,
accumulated deficit of $38,275,415 at Dec. 31, 2007, and the
existence of uncertain conditions the company faces relative to
its ability to obtain capital and operate successfully.

              Default in Senior Promissory Notes and
                 Derivative Liabilities-Warrants

The management also reported that during the third and fourth
quarters of 2007, the company sold an aggregate of 2,325,000
Offering Units to six investors for an aggregate purchase price of
$2,325,000.  The Offering Units consist of 12% Senior Promissory
Notes in an aggregate principal amount of $2,325,000; warrants to
purchase an aggregate of 6,975,000 shares of company common stock;
and, unless the company achieved a certain financing event,
additional warrants to purchase an aggregate of 2,325,000 shares
of the company's common stock.  The company did not achieve one of
the financing requirements and the Additional Warrants were issued
on Oct. 1, 2007.  In connection with the transaction and as part
of the placement fee for the transaction, the company accrued
certain cash fees payable to Halpern Capital, Inc., and issued
warrants to purchase a total of 651,000 shares of its common stock
representing 7% of the total of the warrants issued in the
transaction (those issued with the notes and the Additional
Warrants).  The notes are currently in default.

The shares of common stock underlying the warrants to purchase
common stock issued in connection with the Offering Units are
subject to registration at the company's expense within 120 days
of the final closing under the Offering.  In the event the company
does not effect the registration of the warrant shares within the
allotted timeframe, further additional warrants are issuable to
the holders of the warrants.  As of Dec. 31, 2007, the company has
not filed the registration statement nor has it incurred an
obligation to issue any additional warrants pursuant to this
provision.  The warrants contain anti-dilution provisions such
that the exercise price will be adjusted in the event that the
company issues common stock for a per share price less than the
exercise price of the warrants.  The warrants are exercisable at
$0.30 per share.

                            Financials

The company posted a net loss of $15,984,242 on total revenues of  
$391 for the year ended Dec. 31, 2007, as compared with a net loss
of $6,893,742 on total revenues of $205,026 in the prior year.

The company also posted a loss from operations of $8,217,252 for
the year ended Dec. 31, 2007, compared to a loss from operations
of $7,956,909 for 2006.

At Dec. 31, 2007, the company's balance sheet showed $7,710,785 in
total assets, $5,738,059 in total liabilities, and a $1,972,726
stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2d28

                       About Global Realty

Headquartered in Coral Springs, Fla., Global Realty Development
Corp. (OTC BB: GRLY) -- http://www.grdcorporation.com/-- is an  
international land development company operating through various
real estate development subsidiaries.  Global recently acquired
MJD Films and the majority interest in the TFM Group and is now
focused on pursuing opportunities in the entertainment and gaming
industry.


GMAC LLC: S&P's Rating Unaffected by Refinancing Implementation
---------------------------------------------------------------
Standard & Poor's Ratings Services said that GMAC LLC's
(B/Negative/C) implementation of its refinancing plan will not
affect the ratings on the company.  GMAC LLC and its wholly owned
subsidiary executed a comprehensive series of transactions, which
include extending bank facilities, increasing the amount of
available funding, and enhancing liquidity positions.  Residential
Capital LLC extended unsecured debt maturities through a debt
exchange, renewed certain funding lines, and obtained liquidity
support from GMAC LLC.

The refinancing includes the refinancing of debt and new
facilities, including both loan facilities and bond issues; GMAC
LLC providing a $3.5 billion two-year credit facility to
Residential Capital LLC, which includes $750 million of first loss
protection from General Motors Corp. and Cerberus Capital
Management L.P.; and $2.4 billion of actions taken by GMAC LLC and
Cerberus Capital to provide Residential Capital LLC's near term
liquidity.


GOODY'S FAMILY: Clothing Stores Operator Might File for Bankruptcy
------------------------------------------------------------------
Goody's Family Clothing Inc. is expected to file for Chapter
11 bankruptcy early this week, reports citing Women's Wear Daily,
say.  It may shutter about 90 stores in a possible preparation for
the filing.  

Creditors committee has been established, and lenders are being
sought to provide the bankruptcy financing structure, the
publication said on its Web site.

The company has been closing some store locations since the
beginning of the year, WWD said. The anticipated closings would
reduce the store count to around the mid-200s, from 378 stores in
January, according to the report.

Headquartered in Knoxville, Tenn., Goody's Family Clothing
operates about 380 small department stores in about 20 states,
mainly in strip malls in the southeastern and midwestern U.S. The
stores sell clothes, shoes, accessories, and gift items. Its
brands include Dockers, Levi's, NIKE, Reebok, and Skechers, as
well as its own labels, such as the new Ashley Judd line.

Founded as Athens Outlet Stores in 1953, Goody's Family Clothing
was taken private by investment firms Prentice Capital Management
LP and GMM Capital LLC in early 2006.


GP INVESTMENTS: Fitch Upgrades Foreign ID Rating to B+ from B
-------------------------------------------------------------
Fitch Ratings has upgraded GP Investments Ltd. as:

  -- Foreign Currency IDR to 'B+' from 'B';
  -- US$190 million perpetual notes to 'B+/RR4' from 'B/RR4'.

The Rating Outlook is Stable.  Fitch's rating action reflects the
enhanced recurring cash flow of the company boosted by a larger
size of assets under management and still conservative capital
ratios.

Also, GP's franchise and the experience of the management team
that bodes well for positive prospects going forward were
incorporated.  The ratings are constrained, however, by the
concentrated nature of the intended investment portfolio, the
still volatile cash flow implied by recurring fixed expenses
versus recurring income, and the uncertainty related to the
maturation period of the investment portfolio and GP's ability to
realize investment gains.

GP is a Bermuda-exempted company that consolidates the activities
of a private equity business and an asset management business in
Latin America.  GP's activities started in 1993 as an asset
manager dedicated to private equity activities, managed by
partners with substantial experience in the Brazilian market.  The
company is listed on the Luxembourg Stock Exchange and also has a
BDS program on the Brazilian Stock Market (Bovespa).

Since 1993, GP has built up a successful track record in the
Brazilian private equity market, having invested more than
US$4 billion in 47 companies in Brazil as of May 2008.  Over time
the company has refined its investment strategies.  It currently
looks to acquire investments only with control or joint control
positions, with a preference for larger companies, and will not
invest in start-ups and green field projects; while some limits
regarding maximum exposures by company or sector are in place,
GP's investment portfolio is, and will remain, concentrated. As of
March 2008, GP managed a portfolio of 10 investments and has
announced the subscription of two additional investments.  The
significant increase in the size of the investment portfolio up to
US$1.088 billion at the end of March 2008, have resulted in a
sustained increase in fee income which has almost reach a break
even point for the coverage of recurring operating expenses.

Historically total recurring income has not been sufficient to
cover operating expenses, which have been funded through the
income generated by the positive results of the valuation and
exits in the investment portfolio and the maintenance of liquidity
on hand for these purposes.  Given the unpredictable nature of the
results and timing of capital gains in the investment portfolio or
of the possible positive results in future exits of those
investments and the concentration of the portfolio, Fitch believes
that a more ample array of recurring income would be needed to
sustain current operating expenses, debt service and enhance the
risk profile of the company.

During 2008, GP was able to raise around US$240 million in
additional equity from investors, which helped to sustain adequate
capitalization ratios despite the increase of its financial debt.  
Going forward, Fitch expects that GP will keep a liabilities to
equity ratio in the 60% region, being that this is a key strength
of the company to cope with its current business model.


GREEKTOWN CASINO: Court Gives Interim Nod on Cash Collateral Use
----------------------------------------------------------------
The Honorable Walter Shapero of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized the Debtors, on an interim
basis, to use the cash collateral of their prepetition lenders in
accordance with a prepared budget.

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.

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.

              Lenders' Consent & Adequate Protection

The Prepetition Lenders have agreed to the use of Cash Collateral
by the Debtors, 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 full-text copy of the budget the Debtors prepared for the 13-
week period from June 2, 2008, through Aug. 31, 2008, is available
for free at:

              http://researcharchives.com/t/s?2d4c

The Debtors proposed 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 Court said that the budget may be modified with the consent of
the DIP Lenders.  The Court also directed the Debtors to provide
the Prepetition Lenders adequate protection of their cash
collateral, including the granting of replacement liens.

                      About Greektown Casino

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. 3;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GSV INC: Earns $216,677 in 2008 First Quarter Ended March 31
------------------------------------------------------------
GSV Inc. reported net income of $216,677, on revenues of $354,543,
for the first quarter ended March 31, 2008, compared with net
income of $23,754, on revenues of $150,142, for the same period
ended March 31, 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$3,070,958 in total assets, $936,156 in total liabilities, and
$2,134,802 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $641,877 in total current assets
available to pay $811,511 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d77

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008,
UHY LLP, in New Haven, Connecticut, expressed substantial doubt
about GSV 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 operating losses and negligible working
capital.  

In addition, the company will be required to obtain financing to
fund drilling and development to recover its investment in
geologic studies and to pay certain indebtedness as it becomes
due.

                          About GSV Inc.

Headquartered in Westport, Conn., GSV Inc. (OTC BB: GSVI)
-- http://www.gsv.com/-- through its subsidiary Cybershop LLC,  
the company owns interests in certain oil and gas properties in
Texas and an undivided one-third interest in Century Royalty LLC,
a Texas limited liability company that manages the oil and gas
properties in Texas.  Through Cybershop it also owns an additional
interest in the Louisiana properties, in which it already held an
interest.


HOME INTERIORS: Boulder Approved as Business Consultant and CRO
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Home Interiors & Gifts, Inc., and its debtor-affiliates permission
to employ Boulder International LLC, as Business Consultant and
Chief Restructuring Officer.

As reported in the Troubled Company Reporter on May 14, 2008,
the firm have advised on a wide variety of engagements including
restructurings, turnarounds, acquisitions, the sale of assets and
divisions and subsidiaries, plant closings, takeovers, start-ups
and global expansions, including establishing manufacturing in
China, India and other countries around the world.

The Debtors initially retained Boulder as of February 19, 2008.  
Boulder assisted the Debtors as their business consultant in
connection with identifying and executing, on various
restructuring strategies, developing a business plan and guiding
the Debtors through significant restructuring efforts.  The
Debtors note that Richard A. Lindenmuth, manager of Boulder, has
developed a great deal of institutional knowledge regarding the
Debtors' operations, assets, capital structure, and related
matters and has worked closely with the Debtors' management team
and their other advisors.

The Debtors told the Court that Boulder's employment at this point
in the chapter 11 cases is necessary and appropriate to the timely
preparation and confirmation of a plan of reorganization.

Boulder may perform some or all of these services:

   -- Serve as Credit Restructuring Officer for Debtors; and

   -- Work with the Debtors' Board of Directors to preserve the
      value of Debtors' business.

Boulder will be paid $50,000 per month and reimbursed of
reasonable expenses.

Upon execution of their employment agreement, the Debtors paid
Boulder $25,000 for services rendered between the date the
agreement was signed, and the end of May.

Pursuant to the prepetition engagement, the Debtors paid Boulder
an aggregate amount of $272,801 in fees and reimbursement of
expenses.  As of the Petition Date, Boulder has incurred and been
paid for $175,000 in prepetition fees associated with assisting
Debtors with their financial restructuring, attempting to sell
Debtors's assets, and helping Debtors prepare for their
bankruptcy filings.  Boulder also has incurred and been paid
$97,801 in expenses associated with its prepetition representation
of the Debtors and their restructuring efforts.

Mr. Lindenmuth attested that Boulder and its professionals are
disinterested persons, within the meaning of Section 101(14) of
the Bankruptcy Code and as required by Section 327(a).  Moreover,
Mr. Lindenmuth said, the firm does not hold or represent an
interest adverse to the estate and does not have any connection
with the Debtors, their creditors, or any other party-in-interest
in the chapter 11 cases.

Boulder International can be reached at:

     Boulder International LLC
     10105 Old Warden Road
     Raleigh, North Carolina 27615
     Attn: Richard Lindenmuth, Esq.
     Tel: (919) 870-1832
     Fax: (919) 847-1783

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and      
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
to date.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HOVNANIAN ENTERPRISES: Completes $600 Mil. Notes Offering
---------------------------------------------------------
The amendment to the Seventh Amended and Restated Credit Agreement
among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc.
and certain subsidiaries of Hovnanian and a group of lenders
became effective.

As reported in the Troubled Company Reporter on May 19, 2008,
Hovnanian Enterprises entered into an amendment to its revolving
credit agreement, which decreases total commitments thereunder to
$300 million, increases the amount of collateral, and
substantially eliminates maintenance covenants.

In conjunction with the effectiveness of the amendment, K.
Hovnanian issued $600,000,000 aggregate principal amount of 11-
1/2% Senior Secured Notes due 2013 guaranteed by Hovnanian and
certain of its subsidiaries under an Indenture, dated as of May
27, 2008, among K. Hovnanian, Hovnanian and the other guarantors
named therein and Deutsche Bank National Trust Company, as
Trustee.  Interest on the Notes is payable on May 1 and November 1
of each year, beginning on November 1, 2008.

The Indenture contains restrictive covenants that limit, among
other things, the ability of Hovnanian and certain of its
subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repurchase senior and subordinated notes and
common and preferred stock, make other restricted payments, make
investments, sell certain assets, incur liens, consolidate, merge,
sell or otherwise dispose of all or substantially all of its
assets and enter into certain transactions with affiliates.

The Indenture also contains customary events of default which
would permit the holders of the Notes to declare those Notes to be
immediately due and payable if not cured within applicable grace
periods, including the failure to make timely payments on the
Notes or other material indebtedness, the failure to satisfy
covenants, the failure of the documents granting security for the
Notes to be in full force and effect, the failure of the liens on
any material portion of the collateral securing the Notes to be
valid and perfected and specified events of bankruptcy and
insolvency.

Each of Hovnanian's subsidiaries, except for its financial
services subsidiaries, joint ventures and certain of Hovnanian's
title insurance subsidiaries, is a guarantor of the notes.  The
notes and the guarantees will be secured, subject to permitted
liens and other exceptions, by a second-priority lien on
substantially all of the assets owned by K. Hovnanian, Hovnanian
and the other guarantors to the extent such assets secure
obligations under the amended credit agreement.

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America -- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

Hovnanian is the 6th largest homebuilder in 2006 based on U.S.
home closings, according to data compiled by Builder magazine.  
Hovnanian sold 20,201 homes, a 14% rise from the previous year,
and had gross revenue of $7,016,000,000, Builder magazine says.

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2008,
Standard & Poor's Ratings Services lowered its issue-level rating
on Hovnanian Enterprises Inc.'s $1.5 billion senior unsecured
notes to 'CCC+' from 'B-'. Concurrently, S&P affirmed its 'B-'
corporate credit rating assigned to Hovnanian. All other ratings
remain unchanged. The outlook is negative.

Fitch Ratings has assigned a 'BB-/RR1' rating on Hovnanian
Enterprises, Inc.'s (NYSE: HOV) $600 million 11.5% senior secured
notes due 2013.  In addition, Fitch affirms these ratings for HOV:
Issuer Default Rating (IDR) at 'B-'; Senior secured revolving
credit facility at 'BB-/RR1'; Senior unsecured notes at 'B-/RR4';
Senior subordinated notes at 'CCC/RR6'; and Series A perpetual
preferred stock at 'CCC-/RR6'.  HOV's Rating Outlook is Negative.


IBIS TECHNOLOGY: KPMG LLP Expresses Going Concern Doubt
-------------------------------------------------------
In a letter dated May 22, 2008, KPMG LLP raised substantial doubt
on the ability of Ibis Technology Corporation to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditing firm pointed to
the company's recurring losses from operations.

The company posted a net loss of $8,539,812 on total net sales and
revenues of $951,191 for the year ended Dec. 31, 2007, as compared
with a net income of $404,885 on total net sales and revenues of
$13,987,419 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $9,762,833 in
total assets, $731,591 in total liabilities, and $9,031,242 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2d27

                       About Ibis Technology

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


IDEARC INC: Appoints Scott Klein as Chief Executive Officer
-----------------------------------------------------------
Scott W. Klein was appointed as Chief Executive Officer of Idearc
Inc., effective May 30, 2008.  Mr. Klein has also been appointed
to the company's Board of Directors.

Prior to joining the company, Mr. Klein, age 50, served as an
Operating Partner of Symphony Technology Group, a private
investment firm, since 2007.  From 2004 to 2007, Mr. Klein served
as President and Chief Executive Officer of Information Resources,
Inc., a provider of information solutions for the consumer
packaged goods, retail and healthcare industries.  Prior to
joining Information Resources, Mr. Klein served as President,
Consumer Industries, Retail and Energy Global Industry Group of
Electronic Data Systems Corporation from 2001 to 2004.  Mr. Klein
also held management positions with PC Mall, Inc., PrimeSource
Building Products, Inc., PepsiCo, Inc. and The Procter & Gamble
Company earlier in his career.

In connection with his appointment as Chief Executive Officer, the
company entered into an employment agreement with Mr. Klein on
May 21, 2008.  The agreement expires on May 31, 2011, unless
extended.  The term of the agreement is automatically extended for
additional one-year periods unless either party provides notice
not to extend the term at least six months prior to the applicable
expiration date.  Under the agreement, Mr. Klein's annual base
salary will be no less than $1,000,000 and he will be eligible to
earn a target annual short-term incentive award of no less than
100% of his base salary.  For 2008, Mr. Klein is guaranteed a
minimum short-term incentive award of $500,000 and received a one-
time cash award of $400,000 upon joining the company.

Under his agreement, Mr. Klein is entitled to a target annual
long-term incentive award opportunity of no less than 300% of his
base salary.  For 2008, his long-term incentive award will be in
the form of performance share units (70%) and restricted stock
(30%), prorated based upon his number of months of service with
the Company during 2008.

Mr. Klein will also receive stock options to purchase 250,000
shares of the company's common stock.  The stock options will have
a per-share exercise price equal to the closing price of the
company's common stock on June 2, 2008, the first trading day of
the month following Mr. Klein joining the company.  The stock
options will vest on May 31, 2011 and will be granted under the
Idearc Inc. 2008 Incentive Compensation Plan.

In the event his employment is terminated, Mr. Klein may be
entitled to severance payments in varying amounts depending on the
circumstances.

Mr. Frank Gatto, the company's former interim Chief Executive
Officer, returned to his prior position as the Company's Executive
Vice President - Operations.  The Human Resources Committee
awarded Mr. Gatto 87,065 shares of restricted stock as additional
equity compensation for his service as interim Chief Executive
Officer.

Effective June 2, 2008, W. Scott Hanle is no longer an officer of
the company.  Mr. Hanle will continue as an employee of the
company for a period of approximately 30 days to assist with the
transition of his prior responsibilities.  Mr. Hanle will be
entitled to the severance and other benefits under the company's
Executive Transition Plan.

Dallas, Texas-headquartered Idearc Inc. (NYSE: IAR) --  
http://www.idearc.com/-- is yellow pages directories publisher in   
the United States.  Its products include print yellow pages, print
white pages, an Internet yellow pages directory, Superpages.com
and an information directory for wireless subscribers, Superpages
MobileSM.  The company publishes its directories in approximately
360 markets in 35 states across the United States and the District
of Columbia.  The company completed its spin-off from Verizon on
Nov. 17, 2006, but had various agreements with Verizon, including
a 30-year publishing agreement as the official publisher of
Verizon print directories with rights to publish yellow pages
under the Verizon brand in both its incumbent and independent
markets.  On July 20, 2006, it purchased Inceptor Inc., a provider
of Internet search engine marketing technology.

At March 31, 2008, the company's balance sheet show a
stockholders' deficit of $8,628,000,000, compared to a deficit of
$8,600,000,000 at Dec. 31, 2007.

                             *     *     *

As reported in the Troubled Company Reporter on April 7, 2008,
Moody's Investors Service downgraded Idearc Inc.'s Corporate
Family rating to B1 from Ba3.  The rating action concludes the
review for possible downgrade initiated by Moody's on Feb. 27,
2008, following the release of the company's fourth quarter 2007
earnings.

As reported in the Troubled Company Reporter on April 1, 2008,
Standard & Poor's Ratings Services placed its ratings on Idearc
Inc., including the 'BB' corporate credit rating, on CreditWatch
with negative implications.


IMPERIAL INDUSTRIES: Posts $1,955,000 Net Loss in 2008 1st Quarter
------------------------------------------------------------------
Imperial Industries Inc. reported a net loss of $1,955,000, on net
sales of $9,346,000, for the first quarter ended March 31, 2008,
compared with net income of $381,000, on net sales of $16,531,000,
for the same period ended March 31, 2007.

S. Daniel Ponce, Imperial's chairman of the Board, stated: "The
2008 first quarter, traditionally the slowest seasonal quarter for
construction activity in our markets, continued to be adversely
impacted by the decline in residential construction activity which
commenced in 2006.  

"While the company has made investments in new product inventory,
additional sales personnel and selected capital improvements to
support the sale of an expanded line of products during the
quarter, we have subsequently scaled back capital spending and
taken other actions to reduce expenses in view of the continuing
downturn in construction.  

"We have closed an under-performing distribution facility in
Panama City Beach, Florida, initiated reductions in our workforce
and are continuing to evaluate the elimination of other expenses
which would not have a negative impact on sales.  Although we
incurred start-up losses in the first quarter associated with the
opening of our new distribution facility in New Orleans,
Louisiana, we remain optimistic about the long-term business
prospects for that location.

"We continue to closely monitor business conditions at each of our
facilities during this difficult market environment and will take
such actions as are necessary for us to remain strong  
operationally and be in position to take advantage of
opportunities when market conditions improve.”

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$20,812,000 in total assets, $10,810,000 in total liabilities, and
$10,002,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d68

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Grant Thornton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Imperial Industries 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 industry in which the company is operating has been impacted
by a number of adverse factors over the past 24 months.  As a
result, the company has incurred losses for the three months ended
March 31, 2008, and the year ended Dec. 31, 2007.

                    About Imperial Industries

Based in Pompano Beach, Fla., Imperial Industries, Inc. (Nasdaq:
IPII) -- http://www.imperialindustries.com/ -- is a building  
products company.  The company sells products throughout the
Southeastern United States with facilities in the States of
Florida, Georgia, Mississippi, Alabama and Louisiana.  


ISCO INTERNATIONAL: Names Gary Berger as New Financial Chief
------------------------------------------------------------
ISCO International, Inc. disclosed the appointment of accounting
management specialist Gary Berger as chief financial officer.

"We are pleased to have Gary on board," Gordon Reichard Jr., ISCO
president and CEO, said.  "The breadth of his background and scope
of his experience in diverse industry settings prepare him amply
for this critical role at ISCO."

Previous to ISCO, Mr. Berger served as senior vice president and
CFO at Barrington-based Orius Corporation.  Prior to that Mr.
Berger held leadership posts at SBC/Ameritech (now AT&T), Esmark
and Deloitte & Touche.  He is a CPA and a member of the AICPA and
Illinois CPA Society.  Mr. Berger has an MBA in Finance from
DePaul University and a BS in Accounting from Illinois State
University.

In other company news, ISCO inked deals with The Magis Group for
sales acceleration, marketing and general sales support, and with
New York-based Bergstraesser Communications for public relations
and communications support.

The Magis Group has partnered with ISCO to help provide
performance-based leadership consulting, support the growth of
ISCO's sales channels and fine-tune the company's overall market
focus.  "ISCO looks forward to a productive relationship with a
venerable organization like The Magis Group," said Mr. Reichard.  
"When added together, the Magis principals comprise a couple
hundred years of experience -- and Magis seems to balance that
combined experience with a reputation for nimble, progressive
business consulting."

Bergstraesser, a corporate communications veteran with significant
corporate and agency experiences in Chicago and New York, runs an
independent consultancy with clients in New York, Chicago, DC and
Boston. "Ed brings a solid background steeped in agency and
corporate communications -- and has directed a range of programs,
including important roles at AT&T and MCI," Mr. Reichard said.  
"We look forward to working with him."

                     About ISCO International

Headquartered in Elk Grove Village, Ill., ISCO International Inc.
(AMEX: ISO) -- http://www.iscointl.com/-- is a supplier of RF    
management and interference-control solutions for the wireless
telecommunications industry.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Grant Thornton LLP, in Chicago, expressed substantial doubt about
ISCO International Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.

The auditing firm reported that the company incurred a net loss of
approximately $6.4 million during the year ended Dec. 31, 2007,
and, as of that date, the company's accumulated deficit was
approximately $171.0 million.  The auditing firm also said that
the company has consistently used, rather than provided, cash in
its operations.


JEFFERSON COUNTY: Hires Merrill Lynch as Adviser on Debt Talks
--------------------------------------------------------------
Jefferson County commissioners voted unanimously to retain Merrill
Lynch & Co. as adviser in the county's restructuring of
$3.2 billion of sewer bonds.

New York-based Merrill Lynch will work with the county's
Birmingham-based adviser Porter, White & Co.  It will also perform
financial analysis on the sewer debt, review restructuring
proposals and negotiate with creditors, Martin Z. Braun of
Bloomberg News reports.  The firm has agreed not underwrite any
new bond issue as part of a restructuring, commission President
Bettye Fine Collins told Bloomberg in a telephone interview.

Merrill Lynch will be paid $75,000 per month.  Its team will
include Christopher Fink, a managing director, the report said.

Merrill Lynch hasn't been involved in the county's sewer debt
financings.

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.

As reported by the Troubled Company Reporter on June 5, 2008, the
Commission 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.

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.

XLCA  said that as of June 2, 2008, the Company's exposure to
Jefferson County was $810 million, net of reinsurance.  XLCA has
not established any loss reserves at this time in connection with
Jefferson County.

                     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.


JEVIC TRANSPORTATION: U.S. Trustee Forms 3-Member Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors for Jevic Transportation Inc. and its debtor-affiliates.

The creditors committee members are:

   1) Central Freight Lines, Inc.
      Attn: Barney L. Knight, Jr.
      5601 West Waco Drive
      Waco, Texas 76710
      Tel: (254) 741-5525
      Fax: 254-741-5384

   2) Irving Oil Corporation
      Attn: Jim Sepanski
      170 Commerce Way
      Portsmouth, New Hampshire 03801
      Tel: (603) 559-8924
      Fax: (603) 559-8791

   3) Sun Logistics NYC, Inc.
      Attn: Todd M. Breen
      46-60 55th Avenue
      Maspeth, New Yor 11378
      Tel: (718) 730-7979
      Fax: (718) 730-7997

   4) Automotive Rentals, Inc.
      Attn: Richard E. Moyer
      9000 Midlantic Drive, P.O. Box 5039
      Mt. Laurel, New Jersey 08054
      Tel: (856) 914-7555
      Fax: (856) 608-7151

   5) Benton Express
      Attn: Vicki Cordero Lynes
      1045 S. River Industrial Boulevard
      Atlanta, Georgia 30315
      Tel: (404) 267-2246
      Fax: (404) 267-2201

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                  About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company     
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  When the Debtors' filed for
protection against their creditors, they listed assets and debts
between $50 million to $100 million.


JEWETT TUCKER: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jewett W. Tucker, Jr.
        2245 Crawford Smithonia Road
        Colbert, GA 30628
        Tel: (404) 659-1410

Bankruptcy Case No.: 08-40990

Chapter 11 Petition Date: June 5, 2008

Court: Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  James L. Drake, Jr. P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

Estimated Assets: $50 million to $100 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Lanyard Development Inc.                             $1,000,000
6029-C Ogeechee Road
Savannah, GA 31419

Merchants & Farmers Bank         Guaranty              $550,000
P.O. Box 316
Colbert, GA 30628

Martin Snow LLP                  Legal Fees            $100,000
240 Third Street
Macon, GA 31201

Mike Wilson                                             $60,000

Gayle & Associates                                      $15,000

Kimley Horn & Associates                                $13,000


JOEY STEINFELDT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joey B. Steinfeldt
        Kristi R. Steinfeldt  
        4760 S.W. Trail Road
        Tualatin, Oregon 97062

Bankruptcy Case No.: 08-32709

Chapter 11 Petition Date: June 5, 2008

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtors' Counsel: Ted A. Troutman, Esq.
                   (tedtroutman@sbcglobal.net)
                  16100 N.W. Cornell Road, Suite #200
                  Beaverton, Oregon 97006
                  Tel: (503) 292-6788

Total Assets: $3,398,219

Total Debts:  $2,689,183

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

            http://bankrupt.com/misc/oreb08-32709.pdf


JOHN HENSLEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: John A. Hensley, Jr.
        Joanne M. Hensley
        11 Yorktown Court
        Front Royal, VA 22630-4260

Bankruptcy Case No.: 08-50573

Chapter 11 Petition Date: June 4, 2008

Court: Western District of Virginia (Harrisonburg)

Debtor's Counsel: William L. Stables, Jr., Esq.
                  (bstables@ntelos.net)
                  57 South Main Street, Suite 209
                  Harrisonburg, VA 22801
                  Tel: (540) 434-0337

Estimated Assets: $1,286,400

Estimated Debts:  $1,623,030


JULIETTE MYUNG LEE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Juliette Myung Lee
          aka Julie Myung
        Young Jin Lee
        5425 El Greco Dr
        Stockton, CA 95212

Bankruptcy Case No.: 08-27500

Chapter 11 Petition Date: June 5, 2008

Court: Eastern District of California (Sacramento)

Debtors' Counsel: Keith Carr, Esq.
                  PO Box 27547
                  San Francisco, CA 94127-0547
                  Tel: (415) 676-7537

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 are available at no charge at:

            http://bankrupt.com/misc/caeb08-27500.pdf


LANDSOURCE COMMUNITIES: Files for Chapter 11 in Wilmington
----------------------------------------------------------
LandSource Communities Development LLC and 20 of its affiliates
filed for chapter 11 bankruptcy protection before the U.S.
Bankruptcy Court for the District of Delaware Sunday night, after
it failed to reach agreement with lenders on a plan to modify and
restructure its debt.

The Debtors are being represented by Mark D. Collins, Esq., at
Richards, Layton & Finger in Wilmington, Delaware.

For several months LandSource has attempted to reach agreement
with its lenders on an interim plan that would provide the needed
time for a complete review of its financial situation and the
development of a long-term solution to the situation in which the
partnership, like others in the real estate industry, currently
finds itself, the company said in a news statement announcing the
bankruptcy filing.

As reported by the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium in order to
restructure $1.24 billion of its debt.  LandSource in May engaged
a 100-bank lender group led by Barclays Capital Inc., which
syndicates LandSource's debt.  CNNMoney reported that the real
estate developer obtained a default notice in May on that debt
from the lender group after it was not able to timely meet its
payments during mid-April.

LandSource's real estate assets, located in Santa Clarita Valley
in Southern California, were appraised to $2.6 billion during
early 2007.  According to CNNMoney, the April payment carried an
additional charge due to the decline of the property's value,
brought about by the country's mortgage crisis.

"LandSource believes chapter 11 provides the most effective means
for the partnership to preserve the value of its business, meet
postpetition obligations and maintain constituents' confidence
while it works with creditors to achieve a long-term
restructuring," spokeswoman Tamara Taylor at Sitrick and Company,
said.

LandSource said that, notwithstanding further retrenchments in
both the California and national real estate markets, it expects
not only to survive the current real estate downturn and credit
crunch, but to flourish once the market stabilizes.

LandSource has received commitments for debtor-in-possession
financing from a group of lenders led by Barclay's Bank, including
a $135,000,000 revolving line of credit that will enable the
company to meet postpetition obligations and fund operations
during the chapter 11 period.

LandSource said that the DIP facility assures that vendors,
contractors and consultants will be paid for goods and services
provided after the June 8, 2008 filing date.

LandSource is a partnership that includes the California Public
Employees' Retirement System and home builder Lennar Corporation.  
It owns thousands of acres of land in California, including 15,000
acres north of downtown Los Angeles.

LandSource, which operates in Arizona, California, Florida, New
Jersey, Nevada and Texas, is involved in the planning and
development of master planned communities and transforming
undeveloped land into ready-to-build home sites and commercial
properties.  With the exception of one development project in
Marina del Rey, California, LandSource does not build homes or
commercial properties.

Based in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.


LEELAND STATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Leeland Station, LLC
        2401 Research Boulevard, Suite 200
        Rockville, MD 20850

Bankruptcy Case No.: 08-16833

Chapter 11 Petition Date: May 19, 2008

Court: District of Maryland (Greenbelt)

Judge: Hon. Paul Mannes

Debtor's Counsel: James A. Vidmar, Jr.
                  (jvidmar@linowes-law.com)
                  Linowes and Blocher
                  7200 Wisconsin Ave., Suite 800
                  Bethesda, MD 20814-4842
                  Telephone (301) 961-5126

Estimated Assets: $0 to $50,000

Estimated Debts: $10,000,001 to $50 million

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


LEINER HEALTH: Sale Lambasted; Can Not Assign Pacts, Gov't Says
---------------------------------------------------------------
The United States, on behalf of the Defense Commissary
Agency, together with several creditors object to the sale of
substantially all assets of Leiner Health Products Inc. and its
debtor-affiliates.

The United States government protests to the assignment and
assumption of two resale ordering agreements -- HDEC01-05-G-3321
and HDEC01-05-G-3322 -- as provided in the sale.  It explains that
these contracts, which are governed by the anti-assignment act,
can not be transfered to another party without government
approval.

Creditor Advanced Beauty Systems Inc., which entered into a
trademark license agreement with the Debtors, disagrees with the
assignment and assumption of executory contracts because all have
expired after it completed the payment of the $1,000,000 royalty
required to acquire trademarks of the Debtors.  However, Advanced
Beauty says that the agreement can be assumed and assigned if the
Debtors cures any default.

Some parties object to the cure amounts the Debtors listed in the
notices they have filed with the Court.  The amount due to the
parties is $398,582 in the aggregate.

As reported in the Troubled Company Reporter on June 3, 2008,
the Debtors entered on May 30, 2008, into an asset purchase
agreement for the sale of all assets to NBTY, Inc. for
$230,000,000 plus assumption of certain liabilities, subject
to a purchase price adjustment.

NBTY and Leiner also entered into an escrow agreement pursuant to
which a portion of the purchase price is held in escrow until the
closing of the purchase transaction.

As reported in the Troubled Company Reporter on April 17, 2008,
the Court approved the Debtors' proposed bidding procedures for
the sale of substantially all of their assets.

An auction will take place on June 9, 2008, followed by sale
hearing on June 11, 2008, at 1:30 p.m.  Objections, if any, are
due June 4, 2008.  The transaction will close by September 2008,
if no qualified offer is submitted.

To determine the best offer, each interested bidder must submit
its offer along with a 10% cash deposit by May 30, 2008, to Leiner
Health Products Inc.; Houlihan Lokey Howard & Zukin Capital Inc.,
the Debtors' financial advisor and investment banker; and Kirkland
& Ellis LLP, the Debtors' proposed counsel.

During the auction to be held at Kirkland & Ellis in New York, and
bids will be made in increments of at least $500,000 higher than
the previous bid.

According to the asset purchase agreement, all deposits will be
returned to each bidder not selected by the Debtors as the
successful bidder.

                       About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  Houlihan Lokey Howard & Zukin Capital,
Inc., provides investment banking and financial advisory services
to the Debtors.  Garden City Group Inc. serves as the Debtors'
noticing, claims and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee is represented by Saul Ewing LLP as bankruptcy counsel,
and FTI Consulting Inc., as financial advisors.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


LEVEL 3: Completes $129MM Advertising Distribution Business Sale
----------------------------------------------------------------
Level 3 Communications, Inc. completed the sale of the advertising
distribution business of Vyvx LLC, to DG FastChannel, Inc.  Level
3 has retained ownership of Vyvx and its core broadcast business,
including all of the Vyvx Services Broadcast Business' content
distribution capabilities.  Level 3 received gross proceeds at
closing of approximately $129 million in cash.  The purchase price
is subject to customary working capital and certain other post-
closing price adjustments.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Level 3 signed a definitive agreement to sell the advertising
distribution business to DG FastChannel.  Vyvx, LLC is a wholly
owned subsidiary of Level 3 Communications, LLC.  Revenue and
Adjusted EBITDA for the Vyvx Services Advertising Distribution
Business for 2007 are expected to be approximately $36 million and
$11 million, respectively.

Level 3 will retain ownership of Vyvx, LLC, and its core broadcast
business including all of the Vyvx Services Broadcast Business'
content distribution capabilities.  Level 3 will also retain an
ongoing network services relationship with DG FastChannel,
enabling DG FastChannel to distribute advertising content between
its regional offices.

Headquartered in Broomfield. Colorado, Level 3 Communications Inc.
(NASDAQ:LVLT) -- http://www.level3.com/-- is engaged in the     
communications business.  Level 3 is a facilities-based provider  
of integrated communications services.  As of Dec. 31, 2006, the
company had approximately 73,000 intercity route miles in the
United States and Europe, connecting 16 countries.  As of Dec. 31,
2006, the company had metropolitan fiber networks in approximately
125 markets in the United States and Europe, which contain
approximately 25,000 route miles and connect in the aggregate
approximately 6,500 traffic aggregation points and buildings.   
During the year ended Dec. 31, 2006, the company acquired Content
Delivery Network services business of SAVVIS Inc., Broadwing
Corporation, TelCove Inc., ICG Communications Inc., Progress
Telecom LLC and Looking Glass Networks Holding Co. Inc.  On
Sept. 7, 2006, the company sold Software Spectrum Inc. to Insight
Enterprises Inc.

                          *     *     *

Moody's Investor's Service assigned these ratings to Level 3
Communications Inc. on June, 2006: 'Caa1' long-term corporate
family rating, 'Caa2' senior unsecured debt rating, 'Caa3'
subordinated debt rating, 'Caa1' probability of default rating and
gave a stable outlook.  The rating actions still hold to date.


LEXINGTON PRECISION: Malin Bergquist Raises Going Concern Doubt
---------------------------------------------------------------
Malin, Bergquist & Company, LLP, raised substantial doubt on the
ability of Lexington Precision Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's bankruptcy filing.  

In a letter dated May 15, 2008, the auditor reported that on
April 1, 2008, Lexington Precision Corporation and Lexington
Rubber Group, Inc., filed voluntary petitions seeking
reorganization relief under the provisions of chapter 11 of the
United States Bankruptcy Code and its continuation as a going
concern is contingent upon, among other things, the Debtors
ability to comply with the terms and conditions of the debtors-in-
possession financing arrangements; to obtain confirmation of a
plan of reorganization under the Bankruptcy Code; to generate
sufficient cash flow from operations to fund working capital,
capital expenditures and debt service requirements; and to obtain
financing sources to meet future obligations.

The company posted a net loss of $6,959,000 on net sales of
$88,408,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $7,349,000 on net sales of $87,901,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $52,367,000
in total assets and $88,308,000 in total liabilities, resulting in
$35,941,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $21,877,000 in total current assets
available to pay $87,771,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2d58

                       Bankruptcy Filing

On April 1, 2008, the company filed a voluntary petition for
relief under chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  

The company said it has experienced no disruptions in its  
operations to date and, based upon discussions with a significant
number of major suppliers and customers, it does not expect any
such disruption during the term of the chapter 11 proceedings.
    
The company intends to file a plan of reorganization with the
Bankruptcy Court no later that June 30, 2008, and hope to confirm
that plan by Sept. 30, 2008.  The company expects that its plan of
reorganization will result in a significant reduction in its
aggregate indebtedness by means of a conversion of a significant
portion of its subordinated debt to equity at a valuation that is
reflective of the offers that were received during the sale
process.  The company says it also intends to retain all of its  
operations, including the Rock Hill facility.
     
The company's aggregate indebtedness at March 31, 2008, totaled
$70,497,000 plus $9,219,000 of accrued interest on its
subordinated debt, compared to $69,091,000 plus $7,564,000 of
accrued interest on its subordinated debt at Dec. 31, 2007.

                  About Lexington Precision

Based in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance  
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 2 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  When the
Debtors filed for protection against their creditors, they listed
total assets of $52,730,000 and total debts of $88,705,000.


LIBERTY TAX: Is Neutral to Peachtree's Unsolicited Tender Offer
---------------------------------------------------------------
Liberty Tax Credit Plus III L.P. responded to an unsolicited
tender offer by Peachtree Partners to purchase up to 4.9% of the
139,101 outstanding limited partnership units of Liberty at a
price of $17.75 per unit, less certain reductions to that purchase
price, as described in the Peachtree's written tender offer
materials dated May 15, 2008.  The Offeror is not affiliated with
Liberty or its general partner.

Liberty expresses no opinion and is neutral with respect to
whether or not unit holders should tender their units in response
to the Offer.  As Liberty has previously disclosed to its unit
holders, Liberty is in the process of liquidating its portfolio of
investments in other limited partnerships.  It is uncertain at
this time how much money, if any, will be realized by Liberty and
its unit holders from the liquidation of Liberty's investments.  
Liberty notes that the partnership has made distributions in the
past from the disposition of its investments, but that there can
be no assurances what further dispositions or distributions, if
any, may occur in the future.  Liberty further notes that future
distributions, if any, may be greater or less than the price of
the Offer.

Accordingly, Liberty takes no position on whether or not the Offer
and its purchase price are attractive or unattractive to unit
holders from an economic point of view.

In addition, unit holders may also wish to consider:

First, the Offer raises certain questions about its potential
impact on Liberty's tax status for federal income tax purposes.  
Liberty is currently treated, and has since its inception been
treated, as a partnership and a pass-through entity for federal
income tax purposes -- a tax status that is desirable and
beneficial to Liberty and its investors.  That beneficial tax
status might be lost, and Liberty might be taxed as a corporation,
if it were deemed to be a "publicly traded partnership" within the
meaning of the Internal Revenue Code and certain regulations
promulgated by the Internal Revenue Service.  It is uncertain
whether or not the Offer, if consummated, might cause Liberty to
be deemed a "publicly traded partnership" since the Offer by
itself and/or in combination with other transfers of Liberty's
units, could result in a transfer of more than two percent of the
interests in Liberty during the year, which might prevent it from
relying on an Internal Revenue Service "safe harbor" protecting
against publicly traded partnership treatment.

Accordingly, Liberty will only permit units to be transferred
pursuant to the Offer if the general partner determines, in its
sole discretion, either that the cumulative total number of
transfers in any tax year (including transfers prior to the Offer,
transfers pursuant to the Offer and any amount reserved for future
transfers outside of the Offer) falls within the safe harbor or
that the Offeror has provided sufficient assurances and protection
to Liberty, its partners and unit holders to allow the transfers
even though the aggregate annual transfers of Liberty units may
exceed the two percent safe harbor limitation.  Such sufficient
assurances and protection by the Offeror would include providing
Liberty with (i) an opinion of counsel that the Offer will not
result in Liberty being deemed to be a "publicly traded
partnership" for federal income tax purposes and (ii) an agreement
to indemnify Liberty, its partners and its unit holders for any
loss or liability relating to any adverse tax consequences arising
from the Offer.  This legal opinion and indemnity must be in a
form and content satisfactory to Liberty and its counsel.

Second, the Offering Materials state that the Offeror will not
purchase more than 4.9% of Liberty's outstanding units, including
in that 4.9% amount the units already owned by the Offeror.  The
Offering Materials, however, do not state how many units the
Offeror already owns, so it is impossible to determine from those
materials how many units the Offeror is willing to purchase.

Third, unit holders are reminded that any unit holder wishing to
sell his, her or its units must complete Liberty's standard
transfer and subscription documentation in accordance with
Liberty's standard practices and procedures.  Among other things,
each selling unit holder must individually sign each of Liberty's
required transfer documents.  Pursuant to Liberty's well-
established practices and procedures, Liberty does not accept, and
will not accept in connection with the Offer, signatures by
persons other than the selling unit holder who purport to act
based on a power of attorney executed by the unit holder.  Liberty
also charges a standard $50 administrative fee for processing each
transfer request.  Persons who wish to sell their units to the
Offeror should so advise the Offeror, which will obtain from
Liberty, and deliver to the selling unit holder, the required
standard transfer documentation.

                       About Liberty Tax

Headquartered in New York City, Liberty Tax Credit Plus III L.P.
is a limited partnership, which was formed under the laws of the
State of Delaware on Nov. 17, 1988.  Liberty Tax Credit Plus III
L.P. invests in other limited partnerships, each of which owns one
or more leveraged low- and moderate-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent, in
local partnerships owning properties that are eligible for the
historic rehabilitation tax credit.  

Liberty Tax Credit's general partners are Related Credit
Properties III L.P., a Delaware limited partnership, and Liberty
GP III Inc., a Delaware corporation.

Liberty Tax Credit Plus III L.P.'s consolidated balance sheet at
Dec. 31, 2007, showed $67.8 million in total assets, $77.6 million
in total liabilities, and $778,430 in minority interest, resulting
in a $10.5 million total stockholders' deficit.  


LIQUIDATION WORLD: Weighing Strategic Options to Increase Value
---------------------------------------------------------------
Liquidation World Inc., (TSX:LQW) formed a Special Committee of
independent board members to investigate and evaluate strategic
alternatives available to the Company to increase shareholder
value.

The Special Committee is comprised of independent board members
Craig Graham, Chairman, Jeffrey Mandel, and Bob Wiens, CA. The
Special Committee has retained Capital West Partners, an
independent financial advisor, to assist in the process and has
also retained independent legal counsel.

At present, the Special Committee has not established a list of
strategic alternatives, nor has it endorsed any particular course
of action. Furthermore, there is no guarantee that the work of the
Special Committee will lead to any transaction.

Liquidation World also announced that Darryl Chenoweth, SVP
Operations, will leave the Company effective June 6, 2008. The
Company will make use of existing personnel and resources to
ensure a smooth transition of responsibilities within Operations
group while further improving overhead costs.

According to CBC.ca, Liquidation World lost $5 million on revenues
of $42.2 million in the second quarter of its current financial
year. In the same quarter of last year, the company lost $3
million on revenue of $42 million.

The report also mentions that in August, the company announced a
plan to stem losses by closing 16 of its 18 money-losing U.S.
stores and turning the other two into distribution centres.  The
company's shares, trading at the $5 level a year ago, closed
Tuesday at $1.56.

                   About Liquidation World

Liquidation World -- http://www.liquidationworld.com-- liquidates  
consumer merchandise through 106 stores in Canada and the United
States. The Company solves asset recovery problems in a
professional manner for the financial services industry, insurance
companies, manufacturers, wholesalers and other organizations.
Liquidation World is based in Brantford, Ontario and maintains a
number of regional buying offices in Canada and the United States.
The Company opened its first store in Calgary, Alberta in 1986 and
today, with more than 1,600 employees, is Canada's largest
liquidator.


LLOYD HUNTER: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lloyd Douglas Hunter
        Mamie Elizabeth Hunter
        853 Cypress Creek Road
        Wallace, NC 28466

Bankruptcy Case No.: 08-03525

Chapter 11 Petition Date: May 23, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Hon. J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr.
                  (efile@stubbsperdue.com)
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Telephone (252) 633-2700
                  Fax (252) 633-9600

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

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

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

           http://bankrupt.com/misc/nceb08-03525.pdf


LONEWA BAPTIST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lonewa Baptist Church, Inc.
        dba Lonewa Missionary Baptist Church
        3717 Harvester Drive
        Monroe, LA 71202
        Telephone (318) 322-5700

Bankruptcy Case No.: 08-30802

Type of Business: The debtor leads a sectarian organization.

Chapter 11 Petition Date: May 12, 2008

Court: Western District of Louisiana (Monroe)

Judge: Hon. Henley A. Hunter

Debtor's Counsel: Rex D. Rainach
                  (rainach@msn.com)
                  3622 Government St.
                  Baton Rouge, LA 70806
                  Telephone (225) 343-0643
                  Fax (225) 343-0646

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

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

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


LUBBOCK MEDICAL: Investor Group to Announce Buyout Plans Today
--------------------------------------------------------------
Lubbock, Texas-Highland Medical Center, L.P., doing business as
Highland Community Hospital and Highland Medical Center, is under
negotiations with a group led by businessman Wayne Collins for the
sale of the healthcare facility's operations, Chris Van Wagenen at
Lubbock Avalanche-Journal reports.

Mr. Collins plans to discuss his group's acquisition plans at a
news conference at the hospital at 2 p.m. Monday, Lubbock
Avalanche-Journal says.

According to Mr. Van Wagenen, Highland Community Hospital appeared
before the U.S. Bankruptcy Court for the Northern District of
Texas on Friday to assure the Court it had access to cash to
continue day-to-day operations when a possible buyer emerged.

According to Mr. Van Wagenen, Mr. Collins said "We're working with
quite a few local physicians and other investors who are
interested in buying the hospital. . . .  If we're successful, we
plan to reorganize it and set it up a different way."

Mr. Collins said the hospital operator was "just
undercapitalized."

The Troubled Company Reporter said on June 5, 2008, that Shiloh
Health Services Inc. in Louisville, Ky., the owner of Highland
Community Hospital, may sell the business.

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.


LUBBOCK MEDICAL: Gets Okay to Use Cash Collateral Until June 18
---------------------------------------------------------------
Lubbock, Texas-Highland Medical Center, L.P., doing business as
Highland Community Hospital and Highland Medical Center, sought
and obtained authority from the U.S. Bankruptcy Court for the
Northern District of Texas to use the cash collateral of its
prepetition secured lenders on an interim basis until June 18,
2008, Chris Van Wagenen at Lubbock Avalanche-Journal reports.

The Debtor will use the money to fund business operations and
bankruptcy costs as it seeks to sell its assets.

Highland Community Hospital is under negotiations with a group led
by businessman Wayne Collins for the sale of the healthcare
facility's operations, according to Mr. Van Wagenen.  The group is
scheduled to discuss its acquisition plans at a news conference at
the hospital at 2 p.m. Monday, the report says.

Max Ralph Tarbox, Esq., the Debtor's counsel, said Highland now
has access to its cash receivables, the report adds.

According to Mr. Tarbox, creditors holding liens on the Debtor's
property did not contest the move, the report says.

Lubbock Avalanche-Journal, citing Danny Soliz, director of
business services for WorkForce Solutions, relates that Highland
laid off six full-time employees and about seven part-timers as a
result of its financial woes.  Mr. Soliz, according to the report,
said WorkForce was prepared to assist any displaced workers.  
Highland's been informed of this, Mr. Soliz said.

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.

Highland Community Hospital is owned by Shiloh Health Services
Inc., a Louisville, Ky.-based hospital management company formed
in 2005.  It serves as the general partner for Highland.  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, Lubbock Avalanche-Journal says.

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.


MAHONING COUNTY: S&P Lowers Bond Rating to B+ from BB
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Mahoning
County, Ohio bonds, issued for Forum Health, to 'B+' from 'BB'.  
The outlook remains negative.
     
The 'B+' rating reflects Forum Health's weak balance sheet
characteristics, with increasing leverage due to unrestricted net
assets erosion and a weaker liquidity level.  Forum had to fund
the debt service reserve account in fiscal 2007, which totaled
about $13.5 million for both fiscals 2007 and 2006, because of
covenant violations and an amendment to the master forbearance
agreement, requiring renegotiation of forbearance agreements with
credit providers as they mature in May 2008.  

In addition, Forum faces challenging collective bargaining
negotiations, which are critical to the sustained success of Forum
Health's turnaround program.  However, Forum has amicably
negotiated the American Federation of State County and Municipal
Employees contract and is currently renegotiating the two larger
contracts with Service Employees International Union and the Ohio
Nurses Assoc., with whom Forum has short-term contracts that are
set to expire in 2008.
     
The departure of physicians from Forum has had a negative effect
on volume at Northside Medical Center.  The overall level of
competition in the service area and growing competition in its
Southern Mahoning market, affects inpatient and outpatient volume,
particularly at Western Reserve Care System.  In addition,
demographic changes require future repositioning of WRCS
in the market.  Deferment of capital projects primarily at WRCS
also could hamper Forum's competitive position.
     
"While Forum Health improved operationally during its 2007 fiscal
year, our rating outlook is negative, given uncertainty about the
sustainability of the turnaround plan because of year-to-date
losses and the union contract negotiations, as well as the
required forbearance extensions from the credit providers beyond
May 23, 2008, increased competition that affecting volume, and a
decline in cash balances," said Standard & Poor's credit analyst
Antionette Maxwell.  "Given these hurdles, we view this as a
critical time for Forum's financial profile, and the stabilization
of the organization will more than likely be realized in the
distant future; therefore, there is potential for a lower rating,"
concluded Ms. Maxwell.
     
A lower rating is precluded at this time due to Forum's improved
operating results for the unaudited fiscal year ended Dec. 31,
2007.  Additionally, Forum is looking to divest other
nonperforming assets in the near future, which could bolster
balance sheet strength.  During the turnaround phase, Forum's
management team completely turned over and it now has a permanent
chief financial officer who has been with the organization for
five years.  


MAJESKY AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Majesky Automotive Group, Inc.
        5355 Miller Circle Drive
        Matteson, IL 60443

Bankruptcy Case No.: 08-11580

Type of Business: The debtor operates a car dealership business.

Chapter 11 Petition Date: May 7, 2008

Court: Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Debtor's Counsel: Abraham Brustein, Esq.
                  (abrustein@dimonteandlizak.com)
                  Dimonte & Lizak, LLC
                  216 W. Higgins Road
                  Park Ridge, IL 60068
                  Telephone (847) 698-9600 Ext. 221
                  Fax (847) 698-9623

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/ilnb08-11580.pdf


MBIA INSURANCE: S&P Chips 10 Ratings to AA; Puts Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its standard long-term
ratings on 10 MBIA Insurance Corp.-backed issues to 'AA' from
'AAA' and placed them on CreditWatch with negative implications.  
These actions follow Standard & Poor's downgrade of MBIA
Insurance Corp. to 'AA' from 'AAA' and placement on CreditWatch
with negative implications.
     
All of the issues receive partial support in the form of
guaranteed investment contracts or investment agreements from MBIA
Insurance Corp.  
     
Standard & Poor's examined all local housing bond issues with
partial credit support from MBIA, taking several factors into
consideration.  Some issues are not affected because their current
ratings can still be supported by credit supports from MBIA, and
other factors.  For local issuers, which represent the majority of
the affected ratings, Standard & Poor's looked at the reliance
upon the insurer's credit support.  The CreditWatch placements
reflect the issue's reliance upon return of principal and
investment earnings to meet bond payment obligations.

Issue Description
Clearfield, UT, FHA Insured Multifamily Housing Revenue Bonds
(Oakstone Apts Project), series 1997A&B

  * Connecticut Health & Educational Facilities Authority FHA    
    Insured Mortgage Revenue Bonds (Hebrew Home And Hosp), series
    1999B

  * Denver City & County, CO, Multifamily Housing Revenue Bonds
    (FHA Insured Mortgage Loan - Boston Lofts Project), series
    1997A&B

  * Natrona County, WY, Ginnie Mae Collateralized Health
    Facilities Improvement & Refunding Bonds (Luthercare, Inc.
    Project), series 1997

  * New York State Dormitory Authority FHA Insured Mortgage
    Hospital Bonds (Kaleida Health), series 2006

  * New York State Dormitory Authority FHA Insured Mortgage
    Revenue Bonds (Hebrew Hospital Home), series 1996

  * San Jose, CA, Multifamily Housing Revenue Bonds (Sixth &
    Martha Family Apts  - Phase II), series 2001C

  * San Jose, CA, Multifamily Housing Revenue Bonds (Village
    Parkway Senior Apts), series 2001D

  * University City Industrial Development Authority, MO, Mortgage
    Revenue Bonds (Cantebury Gardens), series 1995A

  * Utah Housing Corp. Multifamily Housing Revenue Bonds (The
    Ridge At Jordan Landing Apt Project), series 1999A&B


MCGEEHAN CONSTRUCTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: McGeehan Construction, Inc.
        12990 - 34th Street North
        Clearwater, FL 33762

Bankruptcy Case No.: 08-08132

Chapter 11 Petition Date: June 4, 2008

Court: Middle District of Florida (Tampa)

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Buddy@tampaesq.com

Estimated assets: $0 to $50,000

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

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


MEDIACOM COMMS: Units Ink New $350 Million Term Loan Agreement
--------------------------------------------------------------
Mediacom Communications Corporation owns cable systems through two
principal subsidiaries, Mediacom LLC and Mediacom Broadband LLC.  
The operating subsidiaries of Mediacom Broadband have a bank
credit facility that consists of a revolving credit commitment and
two term loans.  On May 29, 2008, the operating subsidiaries of
Mediacom Broadband entered into an incremental facility agreement
that provides for a new term loan under the Broadband credit
facility in the principal amount of $350.0 million.  On May 29,
2008, the full amount of the $350.0 million new term loan was
borrowed by the operating subsidiaries of Mediacom Broadband.

Borrowings under the new term loan bear interest at a floating
rate or rates equal to, at the option of the operating
subsidiaries of Mediacom Broadband, the LIBOR rate or the prime
rate, plus a margin of 3.50% for LIBOR rate loans and a margin of
2.50% for prime rate loans.  For the first four years of the new
term loan, the LIBOR rate and the prime rate applicable to the new
term loan are subject to a minimum of 3.00% in the case of the
LIBOR rate and a minimum of 4.00% in the case of the prime rate.  
The new term loan matures on Jan. 3, 2016.  The obligations of the
operating subsidiaries under the new term loan are governed by the
terms of the Broadband credit facility.

Approximately $335.0 million of the proceeds from the new term
loan were used to repay the outstanding balance of the revolving
credit portion of the Broadband credit facility, without any
reduction in the revolving credit commitments.  The balance of the
proceeds from the new term loan will be used for general corporate
purposes.

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable    
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

At March 31, 2008, the company's consolidated balance sheet showed
$3.6 billion in total assets and $3.9 billion in total
liabilities, resulting in a $295.8 million total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 3, 2008,
Fitch Ratings has affirmed the 'B' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.  In addition
Fitch has assigned a 'BB/RR1' rating to Mediacom Broadband LLC's
$300 million incremental term loan E.  Lastly, Fitch has upgraded
Mediacom LLC's senior unsecured debt to 'B-/RR5' from 'CCC+/RR6'.  
Approximately $3.2 billion of debt as of March 31, 2008 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp..  The rating outlook
remains stable.


MOSHE KIPERSZTOK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Moshe Kipersztok
        5405 Lakemont Boulevard SE, Suite 434
        Bellevue, WA 98006

Bankruptcy Case No.: 08-13475

Chapter 11 Petition Date: June 5, 2008

Court: Western District of Washington (Seattle)

Debtor's Counsel: Michael P. Harris, Esq.
                  Attorney at Law
                  2125 5th Avenue
                  Seattle, WA 98121
                  Tel: (206) 622-7434
                  mph4@quidnunc.net

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


LUNA HEALTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Luna Health Management, Inc.
        28501 Orchard Lake Rd #120
        Farmington Hills, MI 48334

Bankruptcy Case No.: 08-51067

Chapter 11 Petition Date: May 6, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel
                  201 W. Big Beaver, 6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111
                  E-mail: robert.bassel@kkue.com

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

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

   Entity                                          Claim Amount
   ------                                          ------------
AMO Sales & Service Inc.                                784,739
Contact: Pamela Brooks
Tel: 949-862-3854

Univision                                               242,472
6006 S. 30th St.
Phoenix, AX 85042

Allergan Sales LLC                                      187,000
12975 Collections Center Dr.
Chicago, IL 60693

Clear Channel                                           111,382

Detroit Newspaper                                       103,650

KTNV                                                    101,950

SCW Agcy Group                                           82,760

Cox Media                                                80,610

AT&T Yellow Pages.com                                    69,126

Bausch & Lomb                                            68,326

Corton-Glenn Advertising                                 55,655

WPGH                                                     45,096

Mentor Corporation                                       42,382

Mentor                                                   42,382

CBS Radio                                                38,213

KREM-TV                                                  35,274

Physician Sales & Services                               34,164

Law Firm of Yaldo & Domstein, PLLC                       27,000

Wachler & Associates                                     22,481

WNWO                                                     19,206


MERRILL LYNCH MORTGAGE: S&P Junks Rating on Class G Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G commercial mortgage pass-through certificates from Merrill Lynch
Mortgage Investors Inc.'s series 1999-C1 to 'CCC-' from 'B'.  
Concurrently, S&P affirmed its ratings on seven additional classes
from this series.
     
The downgrade reflects accumulated interest shortfalls of $708,349
and anticipated credit support erosion upon the eventual
resolution of the specially serviced assets.  It is unclear when
the shortfalls will be recovered, and if they continue, S&P will
lower the rating on class G to 'D'.  The affirmed ratings reflect
credit enhancement levels that provide adequate support through
various stress scenarios. Several of the affirmed ratings are
constrained by liquidity concerns surrounding trust litigation.
     
As of the May 15, 2008, remittance report, the collateral pool
consisted of 82 loans with an aggregate trust balance of
$408.3 million, compared with 106 loans totaling $592.4 million at
issuance.  The master servicer, KeyBank Real Estate Capital,
reported financial information for 97% of the nondefeased loans.  
Eighty-three percent of the servicer-provided information was
full-year 2007 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.49x.
There are three assets with the special servicer, ORIX Capital
Markets LLC, with total appraisal reduction amounts of
$11.2 million in effect.  To date, the trust has experienced
six losses totaling $13.7 million.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $134.7 million (33%) and a weighted average
DSC of 1.64x.  This calculation excludes the former third- and
fourth-largest assets, which are with the special servicer.  
Standard & Poor's reviewed property inspections provided by the
master servicer for 10 of the assets underlying the top 11
exposures.  One property was characterized as "excellent," and the
remaining collateral was characterized as "good."
     
The First American Building is the largest loan with the special
servicer and the third-largest loan in the pool, with a total
exposure of $15.9 million.  The loan was transferred to the
special servicer on June 6, 2005, due to imminent default after
the sole tenant indicated that it would exercise an early lease
termination option in July 2007.  The loan has been modified so it
is now fully recourse to the guarantor, and the loan remains
current.
     
The Frazier-King Building is the only real estate owned asset and
the fourth-largest exposure in the pool, with a total exposure of
$21.3 million including servicing advances as well as interest
thereon.  The loan was transferred to the special servicer on
Jan. 30, 2003, due to imminent default and became REO on April 8,
2005.  Standard & Poor's expects a significant loss upon the
liquidation of the asset.
     
The Arlington Apartments asset has a total exposure of
approximately $11.2 million, including principal and collection
expenses.  The trust is involved in litigation to collect on a
$14.5 million judgment from the borrowers/guarantors.  The trial
is scheduled to begin in October 2008, and ORIX expects
significant additional legal expenses in relation to the upcoming
trial.  Uncertainty surrounding the outcome of the litigation and
the timing of the recovery continues to constrain several ratings
on this transaction.
     
There are 20 loans on the servicer's watchlist totaling
$67.5 million (16.5%), including two of the top 10 exposures in
the pool.  Details for these two exposures are:

     -- The Tanglewood Apartments loan is the fifth-largest loan
        in the pool and has an outstanding balance of
        $14.4 million (4%).  The loan is secured by a 408-unit
        multifamily property in Hammond, Indiana.  The loan
        appears on the watchlist because the property reported a
        year-end 2007 DSC of 1.01x.

     -- The Lamda Building is the ninth-largest exposure in the
        pool and has an outstanding balance of $8.5 million (2%).   
        The loan is secured by a 194,000-sq.-ft. industrial
        property in Melville, N.Y. The loan appears on the
        watchlist because the property reported a year-end 2007
        occupancy of 75%, down from 100% at issuance.

Nine loans ($32.0 million, 7.8%) have reported DSCs of less than
1.0x.  These loans are on the watchlist primarily because of low
occupancies or declines in DSC since issuance.

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

                         Rating Lowered

                 Merrill Lynch Mortgage Investors
   Commercial mortgage pass-through certificates series 1999-C1

                        Rating
                        ------
            Class    To      From    Credit enhancement
            -----    --      ----    ------------------
            G        CCC-    B             5.71%

                         Ratings Affirmed
     
                 Merrill Lynch Mortgage Investors
    Commercial mortgage pass-through certificates series 1999-C1

            Class    Rating         Credit enhancement
            -----    ------         ------------------
            A-2      AAA                  35.09%
            B        AAA                  27.11%
            C        AA+                  20.58%
            D        AA                   18.41%
            E        BBB+                 13.33%
            F        BB+                  11.51%
            IO       AAA                    N/A


                      N/A -- Not applicable.


MIRABILIS VENTURES: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mirabilis Ventures, Inc.
        3660 Maguire Blvd., Ste. 103
        Orlando, FL 32803

Bankruptcy Case No.: 08-04327

Debtor-affiliate filing a separate Chapter 11 petition on June 5,
2008:

        Entity                                     Case No.
        ------                                     --------
        AEM, Inc.                                  08-04681

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
        Hoth Holdings, LLC                         08-04328

Chapter 11 Petition Date: May 27, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                  E-mail: bankruptcynotice@lseblaw.com
                  Latham Shuker Eden & Beaudine, LLP
                  390 North Orange Ave., Ste. 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  http://www.lseblaw.com

Mirabilis Ventures, Inc's Financial Condition:

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

A. Mirabilis Ventures, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Commercial Ins. Corp.    workers comp. carrier $8,400,000
7900 N.W. 155th St., Ste. 201
Miami Lakes, FL 33016

Kenneth & Diane Hendricks      suit pending          $2,847,196
One ABC Parkway
Beloit, WI 53511

John Burcham                   suit pending          $2,536,557
3415/A Bahia Drive
Ft. Lauderdale, FL 33316

American Express                                     $247,932

Saxon Gilmore, PA              legal fees            $153,281

Tenshi Leasing                                       $82,655

PaySource USA VII, Inc.                              $76,928

Brandywine Grande C., LP       utilities due under   $60,758
                               lease agreement in
                               Richmond, VA order
                               for judgment entered
                               against MVI, suit
                               was not properly
                               served

Titanium Technologies                                $55,363

Buchanan Ingersoll & Rodney    legal fees            $43,547

Fred Sandlin                                         $25,000

On Target Solutions            accounting IT         $22,655

LeClair Ryan Trust             real estate closings  $18,275

Jackson Lewis                  PEO attorney          $9,962

LexisNexis                     on-line research      $4,496

Advantage Collection Prof.     business cards        $3,290

Humana/RMS                     health insurance      $2,852
                               premiums

Horton Johnson                 expense reimbursement $2,407

Mak J. Bernet                                        $1,751

BNA Tax Management             online tax softward   $1,267

B. Hoth Holdings, LLC's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Coastal Equity Partners        alleged breach        unknown
Attn: Moreco Partners, Manager of contract
350 Camino Gardens Blvd.,
Ste. 102
Boca Raton, FL 33432

Commonwealth of Virginia       2006-2007 taxes       $19,883
Attn: M. Erickson, Rev. Coll.
City of Henrico-DOF/Treasury
P.O. Box 27032
Richmond, VA 23273-7032

United States of America       real property         unknown
Attn: Nicole M. Andrejko, Esq.
U.S. Attorney's Office FLM
501 W. Church St., Ste. 300
Orlando, FL 32805

C. AEM, Inc. did not file a list of its largest unsecured
   creditors.


NATIONAL CITY: Agreement with OCC Confirms Federal Probation
------------------------------------------------------------
National City Corp.'s banking unit has entered into a "memorandum
of understanding" with federal regulators, effectively putting the
bank on probation, The Wall Street Journal reports.

According to WSJ, the confidential agreement with the Office of
the Comptroller of the Currency was entered into over the past
month or so.  

It illustrates the growing regulatory pressure some financial
institutions are under as they struggle to deal with fallout from
the credit-market turmoil, WSJ relates.

The OCC is a division of the Treasury Department that regulates
national banks.

WSJ says that the terms of the agreement with National City aren't
disclosed, however, regulators usually urge banks to maintain
adequate capital and improve lending standards.

                       Moves to Restructure

According to WSJ, National City has been severely contracting its
mortgage and home-equity lending, laying off hundreds of employees
in the process.

The company sold subprime lender First Franklin Financial Corp. in
2006 to Merrill Lynch & Co. and quit using outside mortgage
lenders in 2007, WSJ states.

The company has also drastically tightened lending standards,
curtailing originations of even the most traditional loans, WSJ
says.  The MOU would effectively cement those changes, WSJ
relates.

WSJ says that the bad bets have taken a toll on the bank's bottom
line, it slashed its dividend by 95% to a penny a share, and its
shares have fallen 85% from a year ago.

                           Banks and MOU

WSJ points out that National City isn't alone in operating under a
memorandum of understanding.  Regulators, hoping to fend off a
wave of bank failures, have been pushing lenders to raise more
capital, curtail their growth, and improve their risk-management
and underwriting practices, WSJ states.  Banking experts, WSJ
says, estimate that a handful of mid-size banks have entered MOUs.

The MOUs are agreements between regulators and bank management.

WSJ indicates that under the agreements, banks are given an
opportunity to work with federal regulators to address serious
financial problems without triggering alarm among depositors.

They are considered serious and are fairly rare, though it is even
less common for a bank to face a public enforcement action, WSJ
relates.  If a bank receives a non-public enforcement action and
then resolves all of the issues in a timely manner, regulators
would likely never disclose the sanction publicly, WSJ says.

WSJ points out that if a bank fails to comply with an informal
enforcement action, regulators can bring more-severe penalties --
often publicly -- to clamp down on a company's management or
operations.

                 About National City Corporation

Headqurtered in Cleveland, Ohio, National City Corporation --
http://www.nationalcity.com/-- is financial holding company that   
operates through an extensive distribution network in Ohio,
Florida, Illinois, Indiana, Kentucky, Michigan, Missouri,
Pennsylvania, and Wisconsin, and also conducts selected lending
and other financial services businesses on a nationwide basis. The
primary source of National City's revenue is net interest income
from loans and deposits, revenue from loan sales and servicing,
and fees from financial services provided to customers.  Its
operations are primarily conducted through more than 1,400 branch
banking offices located within National City's nine-state
footprint.  In addition, National City operates over 410 retail
mortgage offices throughout the United States.

At year ended December 31, 2007, National City reported total
assets of $143.559 billion, total liabilities of $130.359 billion
and total stockholders' equity of $13.200 billion.  It posted a
loss of $333 million in the fourth quarter.

                   Pressure to Increase Capital

As reported in the Troubled Company Reporter on April 11, 2008,
National City is under regulatory pressure to increase its capital
or find a buyer.  The company has seen its market value
plunge to about $5 billion, the report said.  In an April 1
statement, National City disclosed that its board of directors is
reviewing a range of strategic alternatives for the company.  It
has retained Goldman Sachs as advisor for the review.


NATIONAL POWER: Texas Electricity Retailers Close After Default
---------------------------------------------------------------
Three electricity retailers in Texas have stopped serving
customers, Elizabeth Souder of The Dallas Morning News reports.

Etricity, also known as HWY 3 MHP LLC, Pre-Buy Electric LLC and
National Power Co. have stopped serving customers after defaulting
on payment to the Electric Reliability Council of Texas, which
operates the power grid.

ERCOT is now switching Etricity's 12,222 customers to other
providers, known as providers of last resort, and is nearly
finished switching the 23,593 customers of Pre-Buy and National
Power.

According to the report, electricity companies typically charge
higher prices for default service, based on the average price of
power in the wholesale spot market.  And those prices have spiked
in recent weeks as high temperatures boost demand for power,
causing congestion on some transmission lines.

Industry insiders say more defaults are on the way as wholesale
power prices rise, according to the Dallas Morning News.

Etricity is based in Denton.

Based in Dr. Grapevine is owned by Criag Bolin.  It was started in
2005.  it has $130,000 in estimated annual sales, according to
Manta (http://www.manta.com/).  

National Power, headquartered in Houston, was started in 2007.  
Its president is Denise Fields.  It has 15 employees.


NEOMAGIC CORP: Has Until December 1 to Comply with Nasdaq Criteria
------------------------------------------------------------------
NeoMagic Corporation received notice from The NASDAQ Stock Market
stating that for 30 consecutive business days the company's common
stock has closed below the minimum $1 per share requirement for
continued inclusion under Marketplace Rule 4310(c)(4).

The notice has no effect on the listing of the company's
securities at this time, and its common stock will continue to
trade on the NASDAQ Global Market under the symbol "NMGC."

In accordance with Marketplace Rule 4310(c)(8)(D), the company has
180 calendar days, or until Dec. 1, 2008, to regain compliance.
The notice states that if, at any time before Dec. 1, 2008, the
bid price of the company's common stock closes at $1 per share or
more for a minimum of 10 consecutive business days, and the
company continues to satisfy the NASDAQ initial listing criteria
as set forth in Marketplace Rule 4310(c), the NASDAQ staff will
provide written notification that the company has achieved
compliance with the minimum bid price requirement.

No assurance can be given that the company will regain compliance
during that period.

If the company does not regain compliance with the minimum bid
price requirement by Dec. 1, 2008, the NASDAQ staff will determine
whether the company satisfies the NASDAQ initial listing criteria,
except for the bid price requirement.

If it meets the initial listing criteria, the NASDAQ staff will
notify the company that it has been granted an additional 180
calendar day compliance period.  If the company is not eligible
for an additional compliance period, the NASDAQ staff will provide
written notification that the company's securities will be
delisted.

At that time, the company may appeal the delisting determination
to a Listings Qualifications Panel.  No assurance can be given
that the company will be eligible for the additional 180-day
compliance period, or, if applicable, that it will regain
compliance during any additional compliance period.

The company has not yet determined what action, if any, it will
take in response to this notice.  However, the company intends to
monitor the closing bid price of its common stock between now and
Dec. 1, 2008, and to consider available options if its common
stock does not trade at a level likely to result in the company
regaining compliance with the NASDAQ minimum closing bid price
requirement.

                    About NeoMagic Corporation

Headquartered in Santa Clara, California, NeoMagic Corporation
(Nasdaq: NMGC) -- http://www.neomagic.com/-- delivers  
semiconductor chips and software that enable new multimedia
features for handheld devices.  These solutions offer low power
consumption, small form-factor and high performance processing.  

                        Going Concern Doubt

On April 23, 2008, Stonefield Josephson Inc. in San Francisco,
California, expressed substantial doubt about NeoMagic
Corporation's ability to continue as a going concern after
auditing the company and its subsidiaries' financial statements
for fiscal year ended Jan. 27, 2008, and Jan. 28, 2007.  The
auditors pointed that the company has suffered recurring losses
from operations and negative cash flows.

The company also related that it needed to raise additional
capital to fund future operating activities.  If the company
experiences a material shortfall versus its plan, it expects to
take appropriate actions to maximize the value of the company.  
The company also believes that it can take actions to generate
cash by selling or licensing intellectual property, seeking
funding from strategic partners, and seeking further equity or
debt financing from financial sources.


NETWURX INC: Case Summary & 60 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Netwurx, Inc.
        35 E. Sumner Street
        P.O. Box 270020
        Hartford, Wisconsin 53027
        Tel: (800) 638-9879

Bankruptcy Case No.: 08-26131

Type of Business: The Debtor provides Internet services.  It
                  is owned by Pete and Pamela Maher.
                  See: http://www.netwurxinc.com/

Chapter 11 Petition Date: June 5, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtors' Counsel: Guy K. Fish, Esq.
                   (gfish@charterinternet.com)
                  Fish Law Offices
                  533 Vernal Avenue
                  Milton, Wisconsin 53563
                  Tel: (608) 868-3200
                  Fax: (608) 868-3208

Estimated Assets: $50,000 to $1 million

Estimated Debts:  $1 million to $10 million

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

          http://bankrupt.com/misc/wiseb08-26131.pdf

NORTHPOINT VILLAGE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Northpoint Village of Utica, LLC
        50258 Van Dyke, Ste. B
        Utica, MI 48317

Bankruptcy Case No.: 08-53097

Chapter 11 Petition Date: May 29, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtors' Counsel: Gerald L. Decker, Esq.,
                  42700 Schoenherr Rd., Suite 3
                  Sterling Heights, MI 48313
                  Tel: (586) 532-1122
                  E-mail: gldeckerlaw@aol.com

Total assets: $15,000,000

Total debts:  $11,068,424

Debtor's four largest unsecured creditors:

   Entity                                           Amount
   ------                                           ------
Flagstar Bank                                  $10,238,701
5151 Corporate Drive
Troy, MI 48098

Mike Genson Mechanical, LLC                       $740,087
182 E. Livingston Road
Highland, MI 48357

City of Utica                                      $87,635
Attn: Treasurer
7550 Auburn Road
Utica, MI 48317

Arthur A. Garton                                    $2,000
38550 Garfield Road, Ste. A
Clinton Township, MI 48317


OAKS GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Oaks Group, Inc.
        11900 Biscayne Boulevard, Suite 288
        Miami, FL 33314

Bankruptcy Case No.: 08-17468

Chapter 11 Petition Date: June 4, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Jordi Guso, Esq.
                  Berger Singerman, PA
                  200 S. Biscayne Boulevard, #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb08-17468.pdf


OTAY VALLEY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Otay Valley Trailands, LLC
        1196 4th Avenue
        Chula Vista, CA 91911

Bankruptcy Case No.: 08-03862

Chapter 11 Petition Date: May 7, 2008

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Joseph N. Casas, Esq.
                  2323 Broadway, Ste. 202
                  San Diego, CA 92102
                  Tel: (619) 692-3146

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/casb08-03862.pdf


PACIFIC FIRST: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PACIFIC FIRST REDLANDS, LLC
        7226 Sepulveda Blvd
        Suite 200
        Van Nuys, CA 91405

Bankruptcy Case No.: 08-13170

Chapter 11 Petition Date: May 15, 2008

Court: Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtors' Counsel: Damon G. Saltzburg, Esq.
                  12121 Wilshire Blvd Suite 600
                  Los Angeles, CA 90025-1166
                  Tel: (310) 481-6700
                  Fax: (310) 481-6720
                  E-mail: ds@srblaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's two largest unsecured creditors:

   Entity                        Nature of Claim         Amount
   ------                        ---------------         ------
Hall & Foreman, Inc.             Engineered services    $90,000
420 Exchange, Suite 100
Irvine, CA 92602-1301

Hernandez, Kroone & Assc. Inc.   Engineered fees        $15,000
234 East Drake Drive
San Bernardino, CA 92408


PACIFIC LUMBER: Judge Schmidt to Confirm Marathon/Mendocino Plan
----------------------------------------------------------------
Peg Brickley of Dow Jones Newswires reported Friday that the Hon.
Richard Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas said he would confirm a bankruptcy plan to take
The Pacific Lumber Co. out of bankruptcy pursuant to a plan
proposed by hedge fund Marathon Asset Management and Mendocino
Redwood Co., subject to a few modifications.

According to the report, Marathon and Mendocino, a rival lumber
producer, said they'll pump new money into Pacific Lumber and
continue operations at the company.

Judge Schmidt had told attorneys during a hearing held on May 29,
2008, that he will likely make a decision on the competing Plans
of Reorganization filed in the bankruptcy cases of Pacific Lumber
Company and its debtor affiliates before the second week of June,
according to the Eureka Reporter.

According to the Eureka Reporter, Judge Schmidt heard the final
arguments in the PALCO case on May 15, 2008, but kept mum as to
which Plan he will select.

Abiworld says the Court could issue a decision today.

Dow Jones reports that Judge Schmidt turned down a competing
Chapter 11 proposal from noteholders who wanted to auction the
company's 200,000 acres of California timberlands, according to an
opinion filed with the Court.

The bondholders told Judge Schmidt at a hearing Friday they plan
to appeal the decision and want the Fifth Circuit Court of Appeals
to hear their argument.

PALCO had backed the Marathon-Mendocino plan.

Judge Schmidt's ruling means Marathon and Mendocino can take over
the company and keep it running, dashing the hopes of Texas-based
Beal Bank and others who hoped to get a chance to buy the
timberlands, which are owned by Pacific Lumber's Scotia Pacific
unit, Dow Jones say.

The noteholders claim they're owed about $900 million, and
rejected a $530 million cash recovery they would see under the
Marathon-Mendocino plan.  They hoped an auction of the timberlands
would boost their recovery, and pointed to Beal Bank's $603
million offer as proof, Dow Jones says.

Judge Schmidt, however, ruled that the timberlands aren't worth
more than $510 million, according to Dow Jones.  He is requiring
Marathon and Mendocino to guarantee that the noteholders will be
paid that amount.

Marathon and the bondholders have been fighting for months over
Pacific Lumber Co.'s assets.  At Friday's hearing, bondholders
said they are owed an additional $310 million on top of the
$510 million they would get under the approved plan.

Marathon attorney David Neier told Judge Schmidt the hedge fund
and Mendocino can't make the plan effective and take control of
Pacific Lumber if they have to pay the bondholders that additional
money.

Judge Schmidt scheduled a hearing on the issue on June 13.

In his decision, Judge Schmidt rejected the bondholder plan as
"laden with conflicts of interest" and tainted with bad faith,
noting that Beal Bank is the largest noteholder.  Instead of
reorganizing the company, the judge said, the bondholders wanted
only to foreclose on the timberlands.

Schmidt said there was "no certainty" about a deal for the
timberlands, and labeled "highly speculative" the bondholder
arguments that an auction would improve the return to creditors
from Pacific Lumber's bankruptcy case.

Another fatal flaw in the bondholder plan, the Court said, was the
failure to spell out how Pacific Lumber, which is hemorrhaging
cash, would be funded during the 10 months it would take to market
and sell the timberlands.

In contrast, the Court called Mendocino Redwood "an experienced,
environmentally responsible operator with a proven track record."
Mendocino, owned primarily by the family that founded the GAP
retail chain, operates a comparable forest in Mendocino County,
Calif., just south of the timberlands at issue in Pacific Lumber's
case.

Under the plan that will be confirmed, two companies will be set
up: one to run the operations and mill and the other to own the
town of Scotia, Calif.  Judge Schmidt is requiring Marathon and
Mendocino to make a few modifications to the plan before he'll
confirm it.

The Court said, had the noteholders' plan been confirmed, "the
mill would likely be shut down and liquidated, along with the town
of Scotia and (Pacific Lumber's) remaining assets, resulting in a
loss of jobs for the community and a way of life in the town of
Scotia."

Frank Bacik, vice president and general counsel for PALCO, told
the Eureka Reporter that Judge Schmidt raised concerns about the
confirmability of the Marathon/Mendocino Plan under bankruptcy
laws.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 61;
http://bankrupt.com/newsstand/or 215/945-7000).   


PACIFIC LUMBER: BoNY Submits Post-Trial Brief on Impairment Issues
------------------------------------------------------------------
The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, delivered to the U.S. Bankruptcy Court for
the Southern District of Texas on June 2, 2008, a post-trial brief
regarding impairment issues under Section 1124 of the Bankruptcy
Code.

BoNY notes that the Court asked it to submit a post-trial brief
on the issue of whether or not the Scopac Timber Noteholders
would be impaired under Section 1124 if they were paid in cash up
to the alleged value of their collateral pursuant to the Amended
Plan of Reorganization proposed by Marathon Structured Finance
Fund L.P., Mendocino Redwood Company, LLC, and the Official
Committee of Unsecured Creditors.

The plain language of Section 1124 makes clear that full payment
of the "allowed" claims of a creditor class does not, per se,
render the class unimpaired if the plan modifies other legal,
equitable, or contractual rights, Zack A. Clement, Esq., at
Fulbright & Jaworski LLP, in Houston, Texas, argues.

The legislative history of Section 1124 confirms that Congress
eliminated the concept that a creditor receiving a cash payment
in full of the allowed amount of its claim is unimpaired, Mr.
Clement avers.  He relates that in 1994, Section 1124 was amended
to strike Section 1124(3) from the Code, thus precluding plan
proponents from attempting to "cash out" a creditor's claim by
paying the "allowed claim" and treating the claim as
"unimpaired."  

Thus, Mr. Clement clarifies, the only permissible means of
treating a class as unimpaired is to (i) leave legal, equitable
and contractual rights unaltered as specified in Section 1124(1),
or (ii) provide cure and reinstatement as specified in Section
1124(2).  The Amended Marathon/Mendocino Plan does neither of
these, as acknowledged by Marathon's own admission that Classes 6
and 9 are impaired, he argues.  

Mr. Clement contends that the fact that the Timber Noteholders'
claims are impaired -– and that the "fair and equitable" and
"best interests" tests do apply – simply means that these
additional grounds exist for denying confirmation of the Amended
Marathon/Mendocino Plan:

   (1) The Amended Plan fails to meet the requirements of Section
       1129(b)(2)(A) because it (i) divests BoNY of its liens on
       all of its collateral, (ii) sells the collateral without
       giving BoNY the right to credit bid, and (iii) fails to
       provide BoNY with the indubitable equivalent of its claim.

   (2) The Amended Marathon Plan violates the "absolute priority"
       rule by diverting the proceeds of BoNY's collateral to pay
       (i) unsecured creditors of Scopac and (ii) unsecured
       creditors of Scopac's equityholder, PALCO, whose rights
       with respect to the collateral are junior to those of
       BoNY.

   (3) Marathon and Mendocino failed to meet their burden of
       showing that their Amended Plan will provide BoNY with at
       least as much as it would receive in a Chapter 7
       liquidation in violation of section 1129(a)(7) because (i)
       BoNY would receive more by foreclosing on its collateral
       following a to Chapter 7; and (ii) MRC and Marathon failed
       to what BoNY would recover through Scopac's encumbered
       Headwaters Litigation claims if BoNY retained those claims
       in a Chapter 7.

Mr. Clement emphasizes that even if the Court adopts that the
Timber Noteholders' claims are not impaired under the Amended
Marathon/Mendocino Plan, other additional shortcomings will
render the Amended Plan patently unconfirmable:

   * The Plan Proponents failed to meet the burden of presenting
     any probative evidence to counter the uncontradicted
     evidence of the value of part of BoNY's collateral,
     including the Headwaters Litigation.

   * The Marathon Plan ignores the integrity of the Debtors'
     separate estates by paying PALCO's creditors with proceeds
     of the sale of BoNY's collateral before paying BoNY in full
     and then substantively consolidating the separate estates
     into a combined entity.

   * The Marathon Plan failed to provide for the payment of
     intercompany administrative claims and BoNY's superpriority
     Section 507(b) administrative claims in violation of
     Sections 1129(a)(9) and (a)(11) of the Bankruptcy Code.

   * The Marathon Plan improperly classifies BoNY's Class 9
     unsecured deficiency claim separately from Class 8 unsecured
     "trade" claims.

   * The Marathon Plan discriminates unfairly by providing
     materially different treatment to separately classified
     unsecured claims of equal priority that results in a
     materially lower percentage recovery for BoNY's unsecured
     deficiency claim.

   * The Marathon Plan fails to consider the potential impact of
     federal anti-trust laws.

For these reasons, BoNY asks the Court to deny the
Marathon/Mendocino Amended Plan as it cannot be confirmed as a
matter of law.

BoNY reiterates that its Plan is the only confirmable plan for
the Debtors.  BoNY reminds the Court that it:

   -- has shown that there is ample liquidity to conduct a
      sales process where a firm bid offering $603 million has
      already been presented and other bidders have expressed an
      interest in participating in the auction for the assets;
      and

   -- has presented an offer from Sierra Pacific Industries
      to act as a stalking horse bidder in a Section 363 sale to
      purchase the PALCO mill, cogeneration plant and working
      capital.

In a separate filing, BoNY amended its proposed Confirmation
Order on May 27, 2008, to delete from paragraph 46 with respect
to language waiving the 10-day stay provided by Rule 3020(e) of
the Federal Rules of Bankruptcy Procedure.  BoNY states that
Marathon and Mendocino will do the same amendment on their
proposed order for confirmation of the Marathon/Mendocino Plan.

                    Marathon & Mendocino Respond

Marathon, Mendocino and the Creditors Committee delivered to the
Court on June 2, 2008, a supplemental memorandum of law to
address the issue of whether the treatment provided to the
holders of Class 6 Scopac Timber Note Secured Claims under the
Marathon/Mendocino Plan renders the claims unimpaired pursuant to
Section 1124 of the Bankruptcy Code.

John D. Penn, Esq., at Haynes and Boone LLP, in Fort Worth,
Texas, contends that the Class 6 Claims are unimpaired for these
reasons:

   (i) The claims were accelerated due to Scotia Pacific Company,
       LLC's bankruptcy filing and are rendered due and
       payable by operation of the terms of the Prepetition
       Indenture;  

  (ii) The mere bifurcation of a creditor's claim into a secured
       claim and an unsecured claim is a function of the
       Bankruptcy Code, which does not constitute impairment; and

(iii) The holders of Class 6 claims will be paid cash in the
       full amount of their secured claims on the effective date
       of the Marathon/Mendocino Plan.

By paying Class 6 Claims in cash on the Plan Effective Date in an
amount equal to or more than the amount of those claims, the
Marathon/Mendocino Plan provides Class 6 claim holders with the
indubitable equivalent of their Claims, Mr. Penn maintains.  By
virtue of this argument, he emphasizes, the Marathon/Mendocino
Plan satisfies the cramdown provisions of the Bankruptcy Code,
and can be confirmed over BoNY's objection.

Thus, even if the Court concludes that Class 6 is unimpaired,
the Court should also confirm the Marathon/Mendocino Plan on the
additional and complementary basis that it satisfies the cramdown
requirements of the Bankruptcy Code, Mr. Penn maintains.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 61;
http://bankrupt.com/newsstand/or 215/945-7000).   


PATIENT SAFETY: Closes $2.4 Million in Equity Financing
-------------------------------------------------------
Patient Safety Technologies, Inc. secured $2.485 million in equity
financing in a first closing of a private placement.  The proceeds
will go towards further enhancing sales and marketing at its
SurgiCount Medical subsidiary.  Investors in the first closing of
the private placement purchased 1,987,936 shares of the Company's
common stock at a price of $1.25 per share and received a 5-year
warrant to purchase an additional 1,192,761 shares of the
company's common stock at an exercise price of $1.40 per share.  
The investors paid $2.059 million in cash and agreed to extinguish
$426,000 in existing debt owed to them by PST.  Pursuant to the
terms of the private placement, the Company may sell up to an
aggregate of $4.0 million worth of common stock and warrants by no
later than June 19, 2008.  PST has agreed to register for resale
the shares of common stock sold in the offering.

"This round of financing allows us to hire additional staff to
meet the increased interest that we are enjoying in our product,
primarily as a result of recent environmental changes as well as
an overall increased awareness of SurgiCount and its Safety-
Sponge(TM) System. We are in contract negotiations with several
large medical institutions in the United States. Assuming we
successfully enter into contracts with these institutions, among
other benefits we anticipate a material increase in our revenues
and increased momentum in our sales efforts as the success of our
Safety-Sponge System becomes associated with a larger number of
institutions," Bill Adams, Chief Executive Officer of PST and
SurgiCount, said.

Headquartered in Los Angeles, Patient Safety Technologies Inc.
(OTC BB: PSTX.OB) -- http://www.patientsafetytechnologies.com/--    
through its wholly owned subsidiary, SurgiCount Medical Inc., is a
developer and manufacturer of patient safety products including
the Safety-Sponge(TM) System.  The system helps in reducing the
number of retained sponges and towels in patients during surgical
procedures ans allows for faster and more accurate counting of
surgical sponges.

                      Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
expressed substantial doubt about Patient Safety 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
reported recurring losses from operations through Dec. 31, 2007,
and has a significant accumulated deficit and a significant
working capital deficit at Dec. 31, 2007.


PENTON BUSINESS: Continued Weakness Cues Moody's to Cut CFR to B3
-----------------------------------------------------------------
Moody's Investors Service has downgraded Penton Business Media
Holdings, Inc.'s Corporate Family and Probability of Default
ratings to B3 from B2 following continued weakness in operating
performance and maintenance of elevated debt levels, which have
combined to cause shortfalls in the company's ability to achieve
requisite financial leverage targets as previously delineated in
Moody's credit opinion. Details of the rating action are:

Ratings downgraded:

  * Corporate Family rating -- to B3 from B2

  * PDR -- to B3 from B2

  * Senior secured first lien revolving credit facility -- to B2,
    LGD3, 33% from B1, LGD2, 32%

  * Senior secured first lien term loan -- to B2, LGD3, 33% from
    B1, LGD2, 32%

  * Senior secured second lien term loan -- to Caa2, LGD5, 86%
    from Caa1, LGD5, 85%

  * The rating outlook is stable.

The rating downgrades reflect operating performance which has
fallen short of the targets set by management at the time ratings
were assigned in December 2006, and Moody's view that soft market
conditions will continue to preclude the company from reducing
debt below a low-to-mid-seven times multiple of EBITDA by the end
of 2008.

The B3 Corporate Family rating recognizes Penton's heavy debt
burden and high leverage, its vulnerability to business-to-
business (or B-2-B) advertising spending, the high degree of
competition experienced by virtually all of its publications and
trade shows, the continuing acquisitiveness of its management team
and the questionable asset protection metrics afforded to lenders
-- especially to second lien lenders. Ratings are supported,
nonetheless, by the reputation of Penton's magazine titles and
trade shows, the diversification of its customer and product base,
and the perceived strength of its management team.

The stable outlook reflects the relative predictability and
scalability of Penton's businesses, the visibility and relatively
high margins of its trade shows, and the leading market position
of its niche trade publications, which collectively are expected
to allow the company to operate within a range of financial risk
as currently employed and still maintain revised ratings.

Penton Business Media Holdings, Inc. (formerly known as Penton
Media Holdings, Inc.) is one of the largest U.S. business-to-
business communications companies. Headquartered in New York City,
the company reported sales of $436 million for the LTM period
ended March 31, 2008.


PERKINS & MARIE: S&P Holds 'B-' Rating and Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Memphis,
Tennessee-based Perkins & Marie Callender's Inc. to negative from
stable.  At the same time, S&P affirmed the 'B-' corporate credit
rating on the company.
     
"The outlook revision reflects the company's deteriorating
performance," said Standard & Poor's credit analyst Jackie E.
Oberoi, "which has led to credit metrics that are weak for the
rating, including leverage of more than 9x and EBITDA interest
coverage of less than 1x."  In addition, S&P are concerned that if
Perkins' performance continues to decline, the company may not
remain in compliance with financial covenants when they become
more restrictive in the fourth quarter of fiscal 2008.


PRE-BUY ELECTRIC: Texas Electricity Retailers Close After Default
-----------------------------------------------------------------
Three electricity retailers in Texas have stopped serving
customers, Elizabeth Souder of The Dallas Morning News reports.

Etricity, also known as HWY 3 MHP LLC, Pre-Buy Electric LLC and
National Power Co. have stopped serving customers after defaulting
on payment to the Electric Reliability Council of Texas, which
operates the power grid.

ERCOT is now switching Etricity's 12,222 customers to other
providers, known as providers of last resort, and is nearly
finished switching the 23,593 customers of Pre-Buy and National
Power.

According to the report, electricity companies typically charge
higher prices for default service, based on the average price of
power in the wholesale spot market.  And those prices have spiked
in recent weeks as high temperatures boost demand for power,
causing congestion on some transmission lines.

Industry insiders say more defaults are on the way as wholesale
power prices rise, according to the Dallas Morning News.

Etricity is based in Denton.

Based in Dr. Grapevine is owned by Criag Bolin.  It was started in
2005.  it has $130,000 in estimated annual sales, according to
Manta (http://www.manta.com/).  

National Power, headquartered in Houston, was started in 2007.  
Its president is Denise Fields.  It has 15 employees.


PURADYN FILTER: March 31 Balance Sheet Upside-Down by $5,239,339
----------------------------------------------------------------
Puradyn Filter Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $2,524,112 in total assets and $7,763,451
in total liabilities, resulting in a $5,239,339 total
stockholders' deficit.

The company reported a net loss of $470,475, on net sales of
$763,425, for the first quarter ended March 31, 2008, compared
with a net loss of $710,913, on net sales of $766,198, for 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?2d73

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2008,
Webb and Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about Puradyn Filter 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 related that the company "has suffered
recurring losses from operations, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder."

                       About Puradyn Filter

Based in Boynton Beach, Fla., Puradyn Filter Technologies Inc.
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures  
and markets the PURADYN(R) Oil Filtration System, a bypass oil
filtration product.


PURCHASE POINT: March 31 Balance Sheet Upside-Down by $1,913,361
----------------------------------------------------------------
Purchase Point Media Corp.'s consolidated balance sheet at
March 31, 2008, showed $1,275,428 in total assets and $3,188,789
in total liabilities, resulting in a $1,913,361 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,195,322 in total current assets
available to pay $3,130,674 in total current liabilities.

The company reported a net loss of $1,242,069, on net sales of
$493,088, for the first quarter ended March 31, 2008, compared
with a net loss of $114,721, on net sales of $807,132, for 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?2d6e

                       Going Concern Doubt

Madsen & Associates, CPA's Inc, in Salt Lake City, expressed
substantial doubt about Purchase Point Media 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 said that the company will need
additional working capital for its planned activity and to service
its debt.

                       About Purchase Point

Based in Pennsauken, N.J., Purchase Point Media Corp. (OTC BB:
PPMC) engages in the import, marketing, distribution, and sale of
motorcycles and scooters in the United States.


REFCO INC: Former CEO Bennett in Talks with Investor-Plaintiffs
---------------------------------------------------------------
John P. Coffey, Esq., at Bernstein Litowitz Berger & Grossman, and
Stuart M. Grant, Esq., of Grant & Eisenhofer, told Judge Naomi R.
Buchwald of the Southern District of New York that Refco Inc.
investors that filed a securities class action styled In re Refco
Securities Litigation, have held "several highly productive
meetings" with Phillip R. Bennett, Refco's former chief executive
officer, chairman.  The plaintiffs' counsel said it was a "unique
opportunity to debrief a former CEO involved in a massive
corporate fraud."

Early this year, Mr. Bennett had pleaded guilty to bank fraud,
conspiracy, money laundering and 17 other charges, in connection
with a scheme that caused Refco's bankruptcy, and cost investors
more than $2,400,000,000.  Mr. Bennett is scheduled to be
sentenced on June 19, 2008.

"Bennett's assistance has materially strengthened the class'
claims against a number of defendants," Mr. Grant wrote on the
Web site for the proposed class-action lawsuit,
http://refcosecuritieslitigation.com/  

According to Bloomberg News, Mr. Bennett, also a defendant in the
case, helped the Plaintiffs understand the case, against Refco's
underwriters in particular -- its former auditor Grant Thornton
LLP, its former law firm Mayer Brown, and Thomas H. Lee Partners
LP, which in 2004 bought a 57% stake in the company.

"I can't think of another time a CEO who led a massive fraud
agreed to sit down with the investors he victimized," Mr. Coffey
said in an interview.  Mr. Coffey stated that during Mr.
Bennett's meetings with the shareholders' lawyers, he "expressed
bewilderment that these highly paid advisors accepted at face
value what they were told," Anthony Lin of the New York Law
Journal reports.

According to Messrs. Coffey and Grant, Mr. Bennett "has made a
substantial effort to assist the investors hurt by the collapse
of Refco," the New York Law Journal reports.  "Suffice it to say
that Mr. Bennett's assistance has materially strengthened the
Class' claims against a number of defendants," Messrs. Coffey and
Grant added.

The securities fraud class action was called on behalf of persons
and entities who purchased or acquired the securities of Refco,
Inc. during the period from August 5, 2004 through October 17,
2005.  The lawsuit arises from the revelation that Refco had for
years secreted amounts ranging from $300,000,000 to $970,000,000
of uncollectible receivables with a related entity controlled by
Mr. Bennett.  This revelation caused the collapse of the Company
a mere two months after its August 10, 2005 initial public
offering of common stock, and only 14 months after its issuance
of 9% Senior Subordinated Notes due 2012.  On February 3, 2006,
the Honorable Gerard Lynch appointed Bernstein client RH Capital,
Inc., as co-lead plaintiff and Bernstein as co-lead counsel for
the Class in this securities fraud class action.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: $8.6 Billion Old Notes Tendered
----------------------------------------------------
Residential Capital, LLC, disclosed the expiration and final
results of its private exchange offers and cash tender offers for
U.S. dollar equivalent $14.0 billion in aggregate principal amount
of its outstanding notes.  As of 9:00 a.m., New York City time, on
Wednesday, June 4, 2008, approximately $2.6 billion aggregate
principal amount (or 80%) of old notes that mature in 2008-2009
and approximately $6.0 billion aggregate principal amount (or 63%)
of old notes that mature in 2010-2015 notes had been validly
tendered.  Based upon these results, approximately $1.7 billion
aggregate principal amount of new 8.500% Senior Secured Guaranteed
Notes due 2010 will be issued in exchange for old 2008-2009 notes
and approximately $4.0 billion aggregate principal amount of new
9.625% Junior Secured Guaranteed Notes due 2015 will be issued in
exchange for old 2010-2015 notes.

A full-text copy of the press release with a table showing the
principal amount of each series of old notes tendered is available
for free at http://ResearchArchives.com/t/s?2d6f

As of the expiration date, approximately $1.6 billion aggregate
principal amount of old 2008-2009 notes and U.S. dollar equivalent
$2.6 billion aggregate principal amount of old 2010-2015 notes
were tendered in the "modified Dutch auction" process described in
the informational documents for the offers.  Based on these
results, the clearing price in the auction process is $920 per
$1,000 principal amount of new 8.500% senior secured notes and
$650 per $1,000 principal amount of new 9.625% junior secured
notes and approximately 81% of old 2008-2009 notes and
approximately 51% of old 2010-2015 notes tendered in the auction
process at or below the applicable clearing price have been
accepted.

In addition, approximately $853.4 million aggregate principal
amount of Floating Rate Notes due June 9, 2008 were tendered for
cash as of the expiration date.

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.


RESIDENTIAL CAPITAL: Fitch Puts 'D' Ratings After Debt Exchange
---------------------------------------------------------------
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.

Fitch's action indicates that a default has occurred in accordance
with Fitch's criteria on DDEs.  Approximately $12.9 billion of
outstanding debt is affected by this action.  The exchange, which
resulted in 80% of notes, tendered maturing 2008 - 2009 and 63% of
notes tendered maturing 2010-2015, was necessary to extend debt
maturities and increase ResCap's financial flexibility.

Fitch is in the process of assigning a post-default IDR and new
issue level ratings reflecting a prospective view of ResCap and
its new capital structure.  Fitch believes that, when assigned,
ratings will reflect ResCap's challenges to restructure the
business and address liquidity pressures over the near-term.  As
part of these efforts, ResCap needs to complete a number of
transactions with related parties.  As such, new IDR and issue
level ratings may be placed on Rating Watch Negative pending
completion of these initiatives.  Fitch would expect to assign new
IDR and issue level ratings, including Recovery Ratings, within
the next two weeks.

Fitch has downgraded these ratings and removed them from Rating
Watch Negative:

Residential Capital LLC
  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C'.



RESIDENTIAL FUNDING: Fitch Trims Ratings on 10 Cert. Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on one Residential Funding
Mortgage Securities II and four Residential Asset Securities
Corporation mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.

RFMSII 1998-HI2
  -- A-5 affirmed at 'AAA';
  -- M1 affirmed at 'AAA';
  -- M2 affirmed at 'AA+';
  -- B1 affirmed at 'A+';
  -- B2 affirmed at 'BBB+';

Deal Summary
  -- 60+ day Delinquency: 4.60%
  -- Realized Losses to date (% of Original Balance): 9.20%

RASC 2001-KS2 Group 1
  -- A-I-5 downgraded to 'AA-' from 'AAA';
  -- A-I-6 downgraded to 'AA-' from 'AAA';
  -- M-I-1 downgraded to 'BBB-' from 'A-';
  -- M-I-2 downgraded to 'BB-' from 'BBB-';
  -- M-I-3 revised to 'C/DR6' from C/DR3';

Deal Summary
  -- 60+ day Delinquency: 23.14%
  -- Realized Losses to date (% of Original Balance): 5.61%

RASC 2001-KS2 Group 2
  -- A-II affirmed at 'AAA';
  -- M-II-1 downgraded to 'A+' from 'AAA';
  -- M-II-2 downgraded to 'C/DR5' from 'BB-';
  -- M-II-3 downgraded to 'C/DR6' from 'B+';

Deal Summary
  -- 60+ day Delinquency: 36.29%
  -- Realized Losses to date (% of Original Balance): 4.40%

RASC 2001-KS3 Group 1
  -- A-I-5 affirmed at 'AAA';
  -- A-I-6 affirmed at 'AAA';
  -- M-I-1 affirmed at 'A-';
  -- M-I-2 affirmed at 'BB+';
  -- M-I-3 remains at 'C/DR3';


Deal Summary
  -- 60+ day Delinquency: 23.26%
  -- Realized Losses to date (% of Original Balance): 5.51%

RASC 2001-KS3 Group 2
  -- A-II affirmed at 'AAA';
  -- M-II-1 downgraded to 'BBB+' from 'AA';
  -- M-II-2 downgraded to 'B' from 'BB';
  -- M-II-3 downgraded to 'C/DR6' from 'B+';

Deal Summary
  -- 60+ day Delinquency: 39.63%
  -- Realized Losses to date (% of Original Balance): 3.98%


RHAPSODY ACQUISITION: BDO Seidman Expresses Going Concern Doubt
---------------------------------------------------------------
New York-based BDO Seidman, LLP, raised substantial doubt about
the ability of Rhapsody Acquisition Corp. to continue as a going
concern after it audited the company's financial statements for
the year ended March 31, 2008.  

According to the auditing firm, "The company is required to
consummate a business combination by Oct. 3, 2008,  after it
entered into a definitive agreement of merger and the possibility
of such business combination not being consummated raises
substantial doubt about its ability to continue as a going
concern."

              Organization and Business Operation

Rhapsody Acquisition was incorporated in Delaware on April 24,
2006 as a blank check company whose objective is to acquire an
operating business.  The registration statement for the company's
initial public offering was declared effective Oct. 3, 2006.  The
company consummated the offering on Oct. 10, 2006, and received
net proceeds of $38,833,559.  The company's management has broad
discretion with respect to the specific application of the net
proceeds of this offering, although substantially all of the net
proceeds of this offering are intended to be generally applied
toward consummating a business combination with an operating
business.  Furthermore, there is no assurance that the company
will be able to successfully effect a business combination.  An
amount of $41,049,635 (including interest of $1,771,385 after the
transfer of $200,000 of interest income), which includes
$1,250,000 relating to the sale of insider warrants and a $414,000
deferred amount payable to the underwriter, of the net proceeds is
being held in an interest-bearing trust account until the earlier
of  the consummation of a business combination or liquidation of
the company.

The company has signed a definitive agreement for the acquisition
of a target business and will submit such transaction for
stockholder approval.  In the event that stockholders owning 20%
or more of the shares sold in the Offering vote against the
Business combination and exercise their conversion rights
described below, the Business combination will not be consummated.  
All of the company's stockholders prior to the Offering, including
all of the officers and directors of the company, have agreed to
vote their 1,125,000 founding shares of common stock in accordance
with the vote of the majority in interest of all other
stockholders of the company with respect to any Business
combination.  After consummation of a business combination, these
voting safeguards will no longer be applicable.

If a business combination will be approved and consummated, any
Public Stockholder who voted against the business combination may
demand that the company convert his shares.  The per share
conversion price will equal the amount in the Trust Account,
calculated as of two business days prior to the consummation of
the proposed business combination, divided by the number of shares
of common stock held by Public Stockholders at the consummation of
the Offering.  Accordingly, Public Stockholders holding 19.99% of
the aggregate number of shares owned by all Public Stockholders
may seek conversion of their shares in the event of a Business
combination.  Such Public Stockholders are entitled to receive per
share interest in the Trust Account computed without regard to the
shares held by Initial Stockholders.  Accordingly, a portion of
the net proceeds from the offering (19.99% of the amount held in
the Trust Account and accretion of interest earned aggregating
$8,205,826) has been classified as common stock subject to
possible conversion in the accompanying March 31, 2008 balance
sheet.

The company's Amended and Restated Certificate of Incorporation
provides for mandatory liquidation of the company in the event
that it is unable to consummate a business combination by Oct. 3,
2008.  In the event of liquidation, it is likely that the per
share value of the residual assets remaining available for
distribution, including Trust Account assets, will be less than
the initial public offering price per share in the Offering due to
costs related to the Offering and since no value would be
attributed to the Warrants contained in the Units sold.

                            Financials

The company posted a net income of $450,562 for the year ended
March 31, 2008, as compared with a net income of $351,102 in the
prior year.

At March 31, 2008, the company's balance sheet showed $41,124,125
in total assets, $8,833,628 in total liabilities, and $32,290,497
in total stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2d59

                    About Rhapsody Acquisition

Rhapsody Acquisition Corp. (RPSD.OB) intends to serve as a vehicle
to effect a merger, capital stock exchange, asset acquisition, or
other similar business combination with an operating business. The
company was founded in 2006 and is based in New York, New York.


RIGALI SECURITY: Foreclosure Sale of Assets Set for Wednesday
-------------------------------------------------------------
Creditor SAFE Financial LLC will hold a foreclosure sale on
certain assets of Rigali Security Alarms in California at 10:00
a.m., on June 11, 2008, Wednesday.  The venue of the sale is at
the offices of Reed Smith LLP, Two Embarcadero Center, Suite 2000
in San Francisco, California.

Interested bidders may contact Scott M. Esterbrook, Esq., at (215)
851-8146 for more information.


RUFFIN ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Ruffin Road Venture Lot 3
             8690 Aero Dr., Ste. 387
             San Diego, CA 92123

Bankruptcy Case No.: 08-05008

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ruffin Road Venture Lot 6                  08-05009

Chapter 11 Petition Date: June 4, 2008

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Judith A. Descalso, Esq.
                  Email: descalso@pacbell.net
                  960 Canterbury Pl., Ste. 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800

Ruffin Road Venture Lot 3's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


SAND HILL CAPITAL: Files for Chapter 7; Founder Goes Bankrupt Too
-----------------------------------------------------------------
William "Boots" Del Biaggio III filed a petition for chapter 11
bankruptcy protection Friday before the U.S. Bankruptcy Court for
the Northern District of California, two weeks after being accused
of loan fraud, The Associated Press and San Jose (Calif.) Mercury
News report.

Sand Hill Capital Partners III, the investment fund Mr. Del
Biaggio co-founded, filed for chapter 7 bankruptcy, reports say.

The AP, citing court documents, says Mr. Del Biaggio, has at least
$57,000,000 in unpaid personal and business loans, credit card
bills and other financial obligations.

Sand Hill disclosed $10.6 million in debts, according to AP.

Mr. Del Biaggio stepped down from Sand Hill Capital late in May.  
According to the reports, Mr. Del Biaggio is facing charges for
roughly $17,000,000 in the aggregate from lenders.

AP says Modern Bank, a New York-based private bank, is trying to
force Mr. Del Biaggio to repay $10,000,000 he used to help buy his
stake of the Nashville Predators of the National Hockey League.  
Mercury News saays Mr. Del Biaggio put in 27% of the $193,000,000
raised by an investor group that acquired the team in November
2007.

AP continues that Heritage Bank of Commerce, a San Jose-based bank
co-founded by Mr. Del Biaggio's father, has demanded that Mr. Del
Biaggio immediately repay a $4,000,000 loan.  DGB Investments
Inc., a San Jose-based investment firm, is suing Mr. Del Biaggio
over an unpaid $3 million loan, adds AP.

The reports say those transactions and others are subject to an
investigation by the U.S. Attorney's Office in San Francisco, and
the Securities and Exchange Commission over allegations that Mr.
Del Biaggio faked the collateral for the loans.

Canada's The National Post says Mr. Del Biaggio tried to sell his
stake in the Nashville Predators days before the lawsuits were
filed.  Unnamed sources told the National Post that NHL officials
opposed the deal.  The Post says Mr. Del Biaggio was in talks with
Jim Balsillie, co-CEO of Blackberry-creator Research in Motion
Ltd.  According to the report, a tentative deal had been worked
out that would have paid a "significant premium" above the
estimated $30,000,000 book value for Mr. Del Biaggio's combined
1/3 interest in the hockey team.

Mercury News says Sand Hill Capital has indicated that Mr. Del
Biaggio's investment fund has nothing to do with Sand Hill Capital
and that Mr. Del Biaggio has no right to use its name.

Established in 1996, Sand Hill Capital has four debt funds under
management, of which two are actively investing.  Sand Hill has
provided debt financing and equity co-investing in multiple
portfolio companies of top-tier venture capital firms, including
Broadcom, a semiconductor company specializing in VoIP, wireless
networking, and broadband communications solutions; Commerce One,
a provider of On-Demand Supplier Relationship Management solutions
and The Open Supplier Network; IBahn, a provider of secure
broadband-to-go at premium hospitality locations; and Odwalla,
maker of fruit drinks and snacks.


SAXON MORTGAGE: Fitch Chips Ratings on Seven Certificate Classes
----------------------------------------------------------------
Fitch Ratings has rating actions on 12 Saxon mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed from Rating
Watch Negative.

Saxon 1999-2 Group 1
  -- MF-2 affirmed at 'AA+';
  -- BF-1 affirmed at 'A+'.

Deal Summary
  -- 60+ day Delinquency: 22.39%
  -- Realized Losses to date (% of Original Balance): 5.61%

Saxon 1999-3 Group 1
  -- MF2 affirmed at 'AA+';
  -- BF1 affirmed at 'A+';
  -- BF-1A affirmed at 'A'.

Deal Summary
  -- 60+ day Delinquency: 17.05%
  -- Realized Losses to date (% of Original Balance): 5.97%

Saxon 1999-3 Group 2
  -- BV1 affirmed at 'AA'.

Deal Summary
  -- 60+ day Delinquency: 27.08%
  -- Realized Losses to date (% of Original Balance): 5.02%

Saxon 1999-5
  -- MF1 affirmed at 'AA+';
  -- MF2 affirmed at 'A';
  -- BF downgraded to 'CC/DR2' from 'CCC/DR3'.

Deal Summary
  -- 60+ day Delinquency: 18.74%
  -- Realized Losses to date (% of Original Balance): 6.53%

Saxon 2000-2 Group 1
  -- MF-1 affirmed at 'AA+';
  -- MF-2 affirmed at 'BBB';
  -- BF-1 remains at 'CC/DR4'.

Deal Summary
  -- 60+ day Delinquency: 25.87%
  -- Realized Losses to date (% of Original Balance): 7.06%

Saxon 2000-2 Group 2
  -- BV-2 affirmed at 'BB+'.

Deal Summary
  -- 60+ day Delinquency: 37.31%
  -- Realized Losses to date (% of Original Balance): 5.50%

Saxon 2000-3 Group 1
  -- MF-1 affirmed at 'AA+';
  -- MF-2 affirmed at 'B';
  -- BF-1 downgraded to 'CC/DR1' from 'CCC/DR1'.

Deal Summary
  -- 60+ day Delinquency: 22.42%
  -- Realized Losses to date (% of Original Balance): 8.13%

Saxon 2000-4 Group 1
  -- MF-1 affirmed at 'AA+';
  -- MF-2 downgraded to 'B-/DR1' from 'BB';
  -- BF-1 downgraded to 'C/DR5' from 'CC/DR2'.

Deal Summary
  -- 60+ day Delinquency: 25.35%
  -- Realized Losses to date (% of Original Balance): 7.88%

Saxon 2000-4 Group 2
  -- BV-1 affirmed at 'AA-'.

Deal Summary
  -- 60+ day Delinquency: 24.43%
  -- Realized Losses to date (% of Original Balance): 4.87%

Saxon 2001-1 Group 1
  -- PF-1 affirmed at 'AAA';
  -- MF-1 affirmed at 'AA+';
  -- MF-2 downgraded to 'CCC/DR1' from 'B';
  -- BF-1 remains at 'C/DR5'.

Deal Summary
  -- 60+ day Delinquency: 20.28%
  -- Realized Losses to date (% of Original Balance): 7.96%


Saxon 2001-1 Group 2
  -- BV-1 affirmed at 'A+'.

Deal Summary
  -- 60+ day Delinquency: 36.35%
  -- Realized Losses to date (% of Original Balance): 5.74%

Saxon 2001-3
  -- AF-6 affirmed at 'AAA';
  -- AV1 affirmed at 'AAA';
  -- X-IO affirmed at 'AAA';
  -- M-1 affirmed at 'A';
  -- M-2 downgraded to 'B-/DR2' from 'BB';
  -- B downgraded to 'C/DR4' from 'CCC/DR2'

Deal Summary
  -- 60+ day Delinquency: 27.25%
  -- Realized Losses to date (% of Original Balance): 5.17%


SOUTHERN UNION: Fitch Cuts Preferred Stock Rating to BB+ from BBB-
------------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Southern Union
Company.  The ratings Outlook is Stable.  At the same time, Fitch
has affirmed the ratings at SUG's subsidiary, Panhandle Eastern
Pipeline Company LP, and revised the Outlook to Negative from
Stable.  Approximately $3.5 billion of obligations are affected by
these actions.

Fitch has downgraded these ratings:

Southern Union Company
  -- Long-term IDR to 'BBB-' from 'BBB';
  -- First mortgage bonds to 'BBB' from 'BBB+';
  -- Senior unsecured to 'BBB-' from 'BBB';
  -- Junior subordinated to 'BB+' from 'BBB-';
  -- Preferred stock to 'BB+' from 'BBB-';
  -- Rating Outlook Stable.

Fitch has also affirmed these ratings:

Panhandle Eastern Pipeline
  -- Long-term IDR 'BBB';
  -- Senior unsecured 'BBB';
  -- Rating Outlook to Negative from Stable.

Fitch will publish a more detailed rating analysis shortly.


ST. STEPHEN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: St. Stephen the Great LLC
        3 Riverway, Suite 1800
        Houston, TX 77056

        aka 1119839
        U.K. Company Registration
        7-11 St. Werburgh St.
        Chester, England CH1 2EJ

Bankruptcy Case No.: 08-33689

Type of Business: The Debtor is an Orthodox lay charity company,
                  which was established in 2004 to acquire
                  redundant churches in order to put them into use
                  for Orthodox Christian worship.  Its objects
                  also include spreading the Gospel message
                  through distribution of the printed word and
                  supporting Orthodox Christian mission in the
                  U.K.  See http://ststephentrust.org.uk/

Chapter 11 Petition Date: June 4, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Mark J. Brewer, Esq.
                  Brewer & Pritchard, PC
                  Three Riverway, 18th Floor
                  Houston, TX 77056
                  Tel: (713) 209-2950

Estimated Assets: $100,001 to $500,000

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

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


SCHOEN INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Schoen Investments, Inc.
        211 West Highway 332
        Lake Jackson, TX 77566

Bankruptcy Case No.: 08-33548

Chapter 11 Petition Date: June 2, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Barbara Mincey Rogers
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: b.m.rogers@att.net

Total assets: $2,146,268.40

Total debts:  $1,412,299.00

Debtor's five largest unsecured creditors:

   Entity                        Nature of Claim         Amount
   ------                        ---------------         ------
Business Loan Center, LLC        Fee Simple          $1,195,535
700 North Pearl, Ste. 1850
Dallas, TX 75201                                Value: $946,193

Kwik Industries, Inc.            Non-Purchase Money    $150,000
4725 Nall Road
Dallas, TX 75244-4620

Howard & Irene White             Loan from Insider      $50,000
1630 Dietz Elkhorn Rd.
Boerne, TX 78015

Brazoria County Appraisal        Taxes                  $14,264
District
500 N. Chenango                                   Value: $75.00
Angleton, TX 77515-4650

A.T. Merrill                     Goods and/or         $2,500.00
P.O. Box 1422                    services
Lake Jackson, TX 77566


SHELLS SEAFOOD: Earns $119,588 in 2008 1st Quarter Ended March 30
-----------------------------------------------------------------
Shells Seafood Restaurants Inc. reported net income of $119,588,
on revenues of $10,697,065, for the first quarter ended March 30,
2008, compared with net income of $34,926, on revenues of
$13,434,904, for the same period ended April 1, 2007.

The decrease in revenues predominantly reflects a 15.6% decrease
in same store sales and; to a lesser extent, the second and fourth
quarter 2007 dispositions of two under performing restaurants.  As
of the end of the first quarter of 2008, the company had 23
restaurants in operation, compared to 25 restaurants at the end of
the first quarter of 2007.

Restaurant operating costs were $9,475,000, or 89.2% of restaurant
sales, in the first quarter of 2008, compared to $12,273,000, or
91.6% of restaurant sales, in the first quarter of 2007.  

General and admistrative expenses were $946,000, or 8.8% of
revenues, in the first quarter of 2008 compared to $1,025,000, or
7.6% of revenues, in the first quarter of 2007.  

                          Balance Sheet

At March 30, 2008, the company's consolidated balance sheet showed
$11,534,563 in total assets, $10,469,368 in total liabilities,
$549,011 in minority partner interest, and $516,184 in total
stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,816,760 in total current assets
available to pay $6,993,359 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d6b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Kirkland, Russ, Murphy & Tapp, P.A., expressed substantial doubt
about Shells Seafood Restaurants Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 30, 2007.  The auditing firm
reported that the company has incurred recurring losses from
operations, has an accumulated deficit and has a secured
promissory note due in fiscal 2008.

                       About Shells Seafood

Based in Tampa, Florida, Shells Seafood Restaurants Inc. (OTC BB:
SHLL.OB) -- http://www.shellsseafood.com/-- manages and operates  
23 full-service, neighborhood seafood restaurants in Florida under
the name "Shells".


SIMON WORLDWIDE: March 31 Balance Sheet Upside-Down by $17,031,000
------------------------------------------------------------------
Simon Worldwide's consolidated balance sheet at March 31, 2008,
showed $18,705,000 in total assets, $1,703,000 in total
liabilities, and $34,033,000 in redeemable preferred stock,
resulting in a $17,031,000 total stockholders' deficit.

The company reported a net loss of $847,000 for the first quarter
ended March 31, 2008, compared with a net loss of $352,000 for the
same period ended March 31, 2007.

The company generated no sales or gross profits during the three
months ended March 31, 2008, and 2007.

General and administrative expenses totaled $903,000 during the
three months ended March 31, 2008, compared to $642,000 during the
same period in the prior year.  The increase was primarily due to
approximately $300,000 in advisory and legal costs associated with
reviewing the possible recapitalization of the company.

Interest income totaled $108,000 during the three months ended
March 31, 2008, compared to $214,000 during the same period in the
prior year.  Interest income is earned on the company's cash bank
balances and primarily indexed to the Fed Fund Rate.  The decrease
in the company's bank balances and decrease in the Fed Fund Rate
resulted in the decreased interest income.

The company recorded an investment impairment of approximately
$16,000 during the three months ended March 31, 2008, and a
nominal investment impairment during the same period in the prior
year.  Such impairments were recorded to adjust the recorded value
of its investments accounted for under the cost method, which does
not include the company's investment in Yucaipa AEC, to the
estimated future undiscounted cash flows the company expects from
such investments.

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?2d69

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008, BDO
Seidman, LLP, in Los Angeles, espressed substantial doubt about
Simon Worldwide 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.

BDO Seidman pointed to the company's stockholders' deficit,
significant losses from operations, and lack of any operating
revenue.

                      About Simon Worldwide

Headquartered in Los Angeles, Calif., Simon Worldwide Inc. (OTC:
SWWI) was prior to August 2001, a multi-national, full service
promotional marketing company. In August 2001, McDonald's
Corporation, the company's principal customer, terminated its 25-
year relationship with the company as a result of the embezzlement
by a former company employee of winning game pieces from
McDonald's promotional games administered by the company.  

As a result of the loss of its customers, the company no longer
has any operating business.  Since August 2001, the company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation.
As a result of these efforts, the company has been able to resolve
a significant number of outstanding liabilities that existed at
Dec. 31, 2001, or arose subsequent to that date.  At March 31,
2008, the company had reduced its workforce to 4 employees from
136 employees at Dec. 31, 2001.  The company is currently managed
by the chief executive officer, together with a principal
financial officer and an acting general counsel.


SOUTHLAND TERRACE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southland Terrace Apartments, L.P.
        2202 Southland Street
        Unit B
        Dallas, TX 75215-4205

Bankruptcy Case No.: 08-32746

Chapter 11 Petition Date: June 3, 2008

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Robert M. Nicoud, Jr., Esq.
                  Olson, Nicoud & Gueck, LLP
                  1201 Main Street, Suite 2470
                  Dallas, TX 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301
                  E-mail: rmnicoud@dallas-law.com

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.


SPAP-2005: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SPAP-2005, LLC
          fka Humphreys & Stohpaul LLC
          fka Humphreys, Hood, Herrera and Burton, L.L.C.
        420 Stocking Avenue, NW
        Grand Rapids, MI 49504

Bankruptcy Case No.: 08-04061

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

Chapter 11 Petition Date: May 6, 2008

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Robert A. Stariha, Esq.
                  Stariha Law Offices, P.C.
                  48 W. Main Street, Suite 6
                  Fremont, MI 49412
                  Tel: (231) 924-3761
                  e-mail: slobr@sbcglobal.net

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

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

The Debtor does not have creditors who are not insiders.


STEVEN PATHMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steven M. Pathmann
        127 Cranberry Lane
        Lake Barrington, IL 60010

Bankruptcy Case No.: 08-14500

Chapter 11 Petition Date: June 5, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtors' Counsel: Joel A Schechter, Esq.
                  Law Offices Of Joel Schechter
                  53 W Jackson Blvd., Ste. 1025
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  E-mail: joelschechter@covad.net

Estimated assets: $1 million to $10 million

Estimated debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/ilnb08-14500.pdf


STURGIS IRON: Sells Assets to SDI Sub for $41,000,000
-----------------------------------------------------
The Hon. Jeffrey R. Hughes of the United States Bankruptcy Court
for the Western District of Michigan authorized Sturgis Iron &
Iron Metal Co. Inc. to sell substantially all of its assets to SDI
Sub, LLC for $41,000,000 under an asset purchase agreement dated
May 12, 2008, as amended.

Under the agreement, SDI Sub can elect to pay $1,000,000 to the
Debtor's Elkhart facility, which was classified as a superfund
site by the U.S Environmental Protection Agency in April 2008.  

Furthermore, SDI Sub is expected to enter into a binding real
estate purchase agreement with a non-debtor entity, R11 LLC, for
the acquisition of certain property in Fitzgerald, Ben Hill
County, Georgia.  Approximately $2,100,000 plus cost of title
insurance, current real estate taxes and other fees will be
deducted from the $41,000,000 purchase price to pay existing liens
on the property.

The Court authorized the Debtors to assume the executory contracts
and unexpired leases with the Port of Monroe, which consist of:

   i) a right for first refusal,

  ii) a development rights agreement, and

iii) an unexpired lease of certain real property at the Monroe
      facility.

The closing of the sale is expected to occur by June 16, 2008.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?2d63

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  The Committee proposed Winston
& Strawn LLP as its counsel.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


SURE ELECTRIC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sure Electric LLC
        dba Riverway Power Company
        3 Riverway, Suite 1900
        Houston, TX 77056

Bankruptcy Case No.: 08-33664

Description: Zahed Lateef, managing member of Riverway Power
             Partners LLC, filed the petition on the Debtor's
             behalf.  Riverway Power Partners is the sole member
             of the Debtor.

Chapter 11 Petition Date: May 3, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Ronald J. Sommers, Esq.
                  (efilers@nathansommers.com)
                  Nathan Sommers Jacobs
                  2800 Post Oak Blvd., 61st Floor
                  Houston, TX 77056-6102
                  Tel: (713) 892-4801
                  Fax : 713-892-4800

Estimated Assets: $1,597,000

Estimated Debts:  $1,726,740

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/txsb08-33664.pdf


TALBOTS INC: Cuts 9% of Workforce Slashing $14 Million on Costs
---------------------------------------------------------------
The Talbots Inc. disclosed that as part of its strategic long-
range plan to streamline operations and rationalize its cost
structure, it is reducing its corporate headcount, across multiple
locations and at all levels, by approximately 9%.

The company expects this action to result in estimated annualized
cost savings of approximately $14 million, which contributes to
the company's goal to reduce its cost structure by a minimum of
$100 million by the end of fiscal 2009.

Net expense associated with the reduction, which is for severance
and severance benefits well as related professional consulting
fees, is expected to total approximately $5.9 million.  Of this,
approximately $2.1 million of net pre-tax expense was recorded in
the first quarter of fiscal 2008, which was included in the
company's restructuring charge as detailed in its first quarter
2008 results disclosed on May 21, 2008.  The company expects to
record the additional net pre-tax expense of approximately
$3.8 million in connection with this action in the second quarter
of fiscal 2008.

"A key finding of our strategic review completed in the first
quarter of 2008 was the need to realign and streamline internal
company functions to enable the successful execution of our long-
range plan," Trudy F. Sullivan, president and chief executive
officer of The Talbots Inc., said.  "We therefore are examining
all areas of our business to maximize efficiency and drive overall
improved productivity.  We are making excellent progress in
achieving all of the objectives laid out in our strategic long-
range plan and are firmly on track to restore profitability from
our ongoing core operations and deliver enhanced shareholder value
beginning in 2008."

"It was clearly a difficult strategic decision to reduce our
corporate staffing levels, but it was an important and necessary
step towards strengthening our organization for the long term. We
are making every effort to assist the affected employees in making
a successful career transition."

Affected employees were notified on or immediately prior to
June 5, 2008, and of their eligibility for severance and
outplacement benefits.

The company has also reconfirmed its outlook for fiscal 2008
earnings per share as detailed in a statement issued on May 21,
2008, regarding its first quarter 2008 results.

                    Letter of Credit Reductions

As reported in the Troubled company Reporter on April 17, 2008,
the company disclosed in a regulatory filing with the Securities
and Exchange Commission filing, that on April 9, 2008, The Talbots
Inc., and The Talbots Group Limited Partnership received
notification from The Hongkong and Shanghai Banking Corporation
Limited that HSBC was no longer prepared to continue making letter
of credit facilities available to Talbots.  Prior to the
notification, Talbots had available from HSBC a letter of credit
facility, used to finance the import of merchandise, with a limit
of $135 million.

Pursuant to its notification, effective as of April 8, 2008, HSBC
reduced the company's prior letter of credit facility limit of
$135 million to $60 million.  HSBC also advised that it will
further reduce the company's letter of credit facility limit to
$45 million on May 8, 2008, to $30 million on June 9, 2008, to
$15 million on July 8, 2008, and the facility will be cancelled on
Aug. 8, 2008.  Any further letters of credit would be at the
bank's discretion and considered on a case by case basis.

The Talbots Inc., clarified that its recent arrangements with
major vendors, along with currently available working capital
lines, are expected to be sufficient to fund Talbots' working
capital needs under its 2008 operating plan.

                           About Talbots

Headquartered in Hingham, Massachusetts, The Talbots Inc.
(NYSE:TLB) -- http://www.talbots.com/--  is a specialty retailer  
and direct marketer of women's apparel, shoes and accessories.  
The company operates stores in 869 locations in 47 states, the
District of Columbia, and Canada, with 595 locations under the
Talbots brand name and 274 locations under the J. Jill brand name.
Both brands target the age 35 plus customer population.  Talbots
brand on-line shopping site is located at http://www.talbots.com/
and the J. Jill brand on-line shopping site is located at
http://www.jjill.com/


TETRAGENEX PHARMA: Sherb & Co. Expresses Going Concern Doubt
------------------------------------------------------------
In a letter dated May 12, 2008, Demetrius & Company, L.L.C.,
raised substantial doubt on the ability of Tetragenex
Pharmaceuticals, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
operating losses and net capital deficiency.

The company posted a net loss of $4,579,958 on $0 revenues for the
year ended Dec. 31, 2007, as compared with net loss of $2,964,001
on $0 revenues in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,013,928 in
total assets and $3,214,829 in total liabilities, resulting in
$2,200,901 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $561,514 in total current assets
available to pay $1,332,467 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2d0f

                About Tetragenex Pharmaceuticals

Tetragenex Pharmaceuticals, Inc., (OTC BB: TTRX.OB) --
http://www.tetragenex.com-- a biopharmaceutical company, engages  
in the discovery, development, and commercialization of
pharmaceutical products to treat serious diseases. The company's
principal product includes Nemifitide, an antidepressant compound
that treats depression, anxiety, and other central nervous system
disorders, which is in late Phase II human clinical trials.  The
company was founded in 1989 and is headquartered in Park Ridge,
New Jersey.


TOUSA INC: Court Okays Robert Charles as Committee's Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in TOUSA Inc. and
its debtor-affiliates' Chapter 11 cases obtained final approval
from the U.S. Bankruptcy Court for the Southern District of
Florida to retain Robert Charles, as its real estate advisors,
nunc pro tunc to March 27, 2008.

Citicorp North America Inc., as administrative agent for certain
prepetition lenders, tried to block the Committee's request.  
Citicorp told the Court at a hearing that the proposed services
for Robert Charles can be performed by the Committee's financial
advisor, Jefferies & Company Inc.

The Committee has filed three separate applications for the
retention of Jefferies, Robert Charles, and J.H. Cohn LLP.  
Each of these professionals are being retained to analyze
business plans and valuations and to provide litigation support,
Citicorp noted.  

"Clearly, the retention of multiple professionals to perform the
same services is duplicative," Allan E. Wulbern, Esq., at Smith
Hulsey & Busey in Jacksonville, Florida, said on Citicorp's
behalf.

In response, the Committee convinced the Court that each firm's
responsibilities have been carefully negotiated and tailored to
avoid duplication, appropriately make use of each firm's
expertise, and ultimately will be complementary in assisting the
Creditors Committee in, among other things, analyzing the
Debtors' business operations, financial results and reorganization
efforts.

The Court made it clear that as real estate advisors, Robert
Charles is expected to:

   (a) review the Debtors' project-specific business plans, with
       particular emphasis on the Debtors' assumptions relating
       to future home prices and absorption rates;

   (b) review and prepare fundamentals-based forward market
       assessments for the homebuilding industry for each of the
       markets where the Debtors have homebuilding or land
       development activities;

   (c) prepare project analyses and valuations;

   (d) provide litigation support and expert testimony, as
       required; and

   (e) provide other services as reasonably requested by the
       Creditors Committee.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: DIP Termination Date Extended Until June 11
------------------------------------------------------
TOUSA Inc. and its debtor-affiliates inform the U.S. Bankruptcy
Court for the Southern District of Florida that the interim
termination date for the DIP Credit and Security Agreement, dated
Jan. 29, 2008, as amended, has been extended to June 11, 2008.

The termination date was originally set for May 23, 2008.

Citicorp North America Inc. has committed to extend $650 million
in postpetition financing to the Debtors.  

As reported in the Troubled Company Reporter on Feb 1, 2008, the
Debtors received approval from the Court to immediately borrow
$135 million to pay normal operating expenses, including employee
wages, construction costs, and payments to suppliers.

                           DIP Terms

The DIP Credit Agreement provides for a total commitment of up to
$650 million, consisting of:

   (a) a $130 million interim/permanent commitment, in the form
       of revolving credit loans and letters of credit; and

   (b) a $650,000,000 roll-up commitment made up of:

       -- a term loan tranche equal to $650 million multiplied
          by the term loan percentage of the first priority
          secured facilities;

       -- a letter of credit term loan tranche equal to the
          stated amount of outstanding letters of credit under
          the first priority revolver as of the roll- up date;
          and

       -- a revolving credit tranche equal to $650 million
          minus the sum of the amounts of (i) the term loan
          tranche plus (ii) the letter of credit term loan
          tranche.

The facilities will mature on the earliest to occur of:

   (i) the date of the substantial consummation of a confirmed    
       Reorganization Plan in the Chapter 11 cases;

  (ii) the scheduled termination date, which refers to:

       -- the date that is 60 days after the Interim Order is
          entered by the Bankruptcy Court, if the roll-up event
          does not occur and the final order is not entered by
          the Bankruptcy Court within 60 days after the interim
          order is entered;

       -- Dec. 31, 2008, if the roll-up event does not occur
          and the final order is entered with respect to the
          interim/permanent commitment within 60 days after the
          interim order is entered; or

       -- Dec. 31, 2008, if the roll-up date occurs;

(iii) the date of the termination of the revolving credit
       commitments and letter of credit term loan commitments
       pursuant to optional prepayment or reduction of the
       loans in whole or in part; or

  (iv) the date on which the obligations become due and payable
       pursuant to acceleration.

All letters of credit issued under the Revolving Credit
Commitment will be issued by Citibank N.A., and will have an
expiry date of no later than the earlier of (i) one year from the
date of issuance or (ii) 15 days prior to the scheduled
termination date.  The Debtors will pay to the issuer a 0.25%
issuance fee and to the lenders a letter of credit fee equal to
5.25% of the aggregate outstanding stated amount of each letter
of credit, payable monthly in arrears.

The Debtors may elect that the loans comprising each borrowing
bear interest at a rate per annum equal to (i) the base rate plus
the applicable margin, or (ii) the eurodollar rate -- subject to a
floor of 3.25% -- plus the Applicable Margin:

      (i) at the Base Rate plus 4.25% per annum; or
     (ii) at the reserve adjusted Eurodollar Rate plus 5.25%
          per annum.

If any event of default occurs and is continuing under the DIP
facility, then the borrowers will pay interest on overdue amounts
at a per annum rate 2% greater than the rate of interest
specified.

Interest on each base rate loan will be payable in arrears on the
last day of each calendar month, upon prepayment, and at
maturity.  Interest on Eurodollar Rate Loans will be payable in
arrears on the last day of each monthly interest period, upon the
prepayment thereof, and at maturity.

The DIP Obligations will be secured, subject to the carve-out, by
a first priority, priming and senior security interest and lien
not subject to subordination on all property and assets of the
Debtors.

                       About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Wants to Broaden Services of Auditor Ernst & Young
-------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Florida to expand the scope of
services of their independent auditor and tax services provider,
Ernst & Young LLP.  

The Debtors want Ernst & Young to provide services with respect
to:

   (a) their state tax returns, nunc pro tunc to May 6, 2008; and

   (b) agreed upon procedures with respect to certain incentive
       bonus plan calculations, nunc pro tunc to May 19, 2008.

The State Tax Compliance Services would require Ernst & Young,
among other things, to:

   -- review, or prepare upon request, and sign of state tax
      returns for the year ended December 31, 2007; and

   -- prepare apportionment factors for state tax purposes for
      2007.

The Incentive Plan AUP Services include the performance of
agreed-upon procedures under the attestation standards of the
American Institute of Certified Public Accountants solely to
assist in evaluating the achievement of a target award under the
2007 CEO Annual Incentive Bonus Plan, dated July 24, 2007, as of
Dec. 31, 2007, Paul Steven Singerman, Esq., at Berger Singerman
P.A., in Miami, Florida, relates.

Ernst & Young will be paid by its hourly rates for the State Tax
Compliance Services, and will be reimbursed for reasonable and
necessary expenses incurred.  The applicable hourly rates are the
same rates for other tax services approved by the Original E&Y
Retention Order:

    Nat'l. Exec. Director/Principal/Partner   $700 to $925
    Exec. Director/Principal/Partner          $620 to $775
    Manager/Senior Manager                    $450 to $700
    Staff/Senior                              $180 to $360

Ernst & Young's fee with respect to the Incentive Plan AUP
Services is fixed at $3,500.  In addition, the firm will seek
reimbursement for reasonable and necessary expenses incurred.

                       About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIPLE CROWN: March 31 Balance Sheet Upside-Down by $58.6 Million
-----------------------------------------------------------------
Triple Crown Media Inc.'s consolidated balance sheet at March 31,
2008, showed $48.0 in total assets, $89.3 million in total
liabilities, and $17.3 million in Series A redeemable convertible
preferred stock, resulting in a $58.6 million total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $12.6 million in total current
assets available to pay $31.2 million in total current
liabilities.

The company reported a net loss of $1.2 million, on operating
revenues of $10.9 million, for the third quarter ended March 31,
2008, compared with a net loss of $575,000, on operating revenues
of $11.2 million for the same period ended March 31, 2007.

"We are extremely pleased that EBITDA for the quarter ended
March 31, 2008, increased to $1.9 million from $1.1 million for
the comparable quarter of the prior year, an increase of
approximately $800,000.  Year to date EBITDA increased to
$6.9 million from $6.4 million for the comparable quarter of the
prior year, an increase of approximately $500,000.  

"Our publishers and employees have worked extremely hard to
maximize revenue and control expenses in our current environment.  
The newspaper industry is experiencing declines in automotive,
help wanted and real estate advertising and the economy as a whole
appears to be softening" said Robert S. Prather, Jr., president
and chief executive officer of Triple Crown Media Inc.

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?2d66

                        About Triple Crown

Headquartered in Lawrenceville, Georgia, Triple Crown Media Inc.
(Nasdaq: TCMI) -- http://triplecrownmedia.com/-- owns and  
operates six daily newspapers and one weekly newspaper in Georgia.


TROPICANA ENTERTAINMENT: Court Final OKs $67 Million DIP Financing
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Tropicana Entertainment LLC and its debtor-
affiliates, to obtain, on a final basis, up to $67,000,000, of
bankruptcy financing under a Senior Secured Superpriority Debtor-
in-Possession Credit Agreement, dated May 5, 2008, with a group of
lenders led by Silver Point Finance LLC, as administrative agent.

The Loan Proceeds will be used to pay the Debtors' expenses and
make debt payments provided that those expenditures are permitted
under the DIP Budget and do not exceed the amounts permitted
under the Amended DIP Facility filed with the Court May 30, 2008.

The Amended DIP Facility provides that the permitted aggregate
amount of the Debtors' capital expenditure should not exceed
these amounts:

     Month Ending On                      Amount
     ---------------                    ----------
     May 31, 2008                       $3,100,000
     June 30, 2008                      $6,200,000
     July 31, 2008                      $8,100,000
     August 31, 2008                    $9,600,000
     September 30, 2008                $11,100,000
     October 31, 2008                  $12,400,000
     November 30, 2008                 $14,000,000
     December 31, 2008                 $16,000,000
     January 31, 2009                  $18,000,000
     February 28, 2009                 $20,000,000
     March 31, 2009                    $22,000,000
     April 30, 2009                    $24,000,000

A full-text copy of the Amended DIP Facility is available for
free at:

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

Objections filed by the Official Committee of Unsecured Creditors
and the ad hoc consortium of holders of 9-5/8% of Senior
Subordinated Notes have been consensually resolved, and
subsequently withdrawn.  The Court overruled all other objections
that have not been resolved or withdrawn on their merits.

All DIP Obligations under the Silver Point DIP Facility
constitute allowed superpriority administrative expense claims
against each of the Debtors and will have priority over all of
the Debtors' administrative expenses, subject only to:

   (i) the Carve-Out; and

  (ii) the superpriority claim granted to Credit Suisse and
       certain other lenders with respect to a Prepetition Credit
       Facility the Credit Suisse Lenders extended in January
       2007 to Debtors Tropicana Las Vegas Resort and Casino LLC
       and Tropicana Las Vegas Holdings, LLC -- the LandCo
       Debtors.

The "Carve-Out" refers to (i) unpaid fees of the Clerk of the
Bankruptcy Court and the U.S. Trustee, (ii) unpaid and allowed
fees and expenses of professional persons retained by the Debtors
and any Committee and the unpaid and allowed reasonable expenses
of members of the Committee, and (iii) unpaid and allowed fees
and expenses of professionals, in an aggregate amount not to  
exceed $10,000,000.  The Carve-Out Cap with respect to the DIP
Lenders Lenders is $2,500,000, and the Carve-Out Cap with  
respect to the Lenders is $7,500,000.

As security for the DIP Obligations, Silver Point, as the DIP
Collateral Agent, is granted valid, binding, enforceable, first
priority and perfected Liens in substantially all of the Debtors'
assets, including proceeds of any avoidance actions under Chapter
5 of the Bankruptcy Code.  

The "Collateral" Assets under the DIP Facility does not include
the assets relating to Tropicana Atlantic City or Ramada New
Jersey Holdings Corporation, Columbia Properties Vicksburg LLC,
Evansville Mall or Manchester Mall or assets relating to Aztar
Indiana Gaming Company LLC, or the Atlantic City Facility.  The
DIP Lenders will have no liens on the proceeds of any asset sale
of Atlantic City, Vicksburg or Evansville Mall/Manchester Mall.

The DIP Facility will terminate on the earlier of:

   (i) the Effective Date of a Chapter 11 plan confirmed in the
       Debtors' cases;

  (ii) September 5, 2009; or

(iii) the date on which all Loans become due and payable in
       full.

A full-text copy of the 49-page Final DIP Order is available for
free at:

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

               About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of    
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts. Their financial advisor is
Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman
Carson Consultants LLC. The Debtors' consolidated financial
condition as of Feb. 29, 2008, showed $2,845,847,596 in total
assets and $2,429,890,642 in total debts.

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


TROPICANA ENT: Obtains Final OK to Access LandCo's Cash Collateral
------------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates obtained
final approval from the U.S. Bankruptcy Court for the District of
Delaware to use the LandCo Lenders' Cash Collateral.

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.

In addition, Debtors Tropicana Entertainment LLC, and Tropicana
Finance Corporation issued approximately $960,000,000 in
unsecured notes, which are guaranteed by certain Debtors.

The Debtors will use the LandCo Cash Collateral as working
capital for the continuation of the operation of their businesses.

The LandCo Lenders have agreed to permit the LandCo Debtors to use
the Cash Collateral from the bankruptcy filing date through the
Termination Date or a date on which any Event of Default will
have occurred and be continuing beyond any applicable grace
period.

The LandCo Debtors are not authorized to, and will not, use any
of the approximately $34,900,000, plus any accrued interest,
deposited with the Bank of America, Account No. 005011657845, for
any purpose other than payment of Adequate Protection Payments.

The LandCo Lenders are entitled to adequate protection of their
interest in the LandCo Collateral, the Court rules.  As security
for the Adequate Protection Obligations, the LandCo Agent is
granted a valid and perfected replacement security interest in  
substantially all of the LandCo Debtors' assets, excluding the
LandCo Debtors' avoidance actions and claims.

The LandCo Lenders are granted:

   (a) a first priority perfected lien on all of the bankruptcy
       Collateral that is not otherwise encumbered by a validly
       perfected, non-avoidable security interest or lien as of
       the Petition Date;

   (b) a first priority, senior and perfected lien on (x) the
       portion of the bankruptcy Collateral that comprises the
       LandCo Collateral and is not subject to a validly
       perfected lien or security interest with priority over the
       LandCo Agent's liens on the LandCo Collateral as of the
       bankrupcy filing Date, and (y) bankruptcy Collateral
       subject to a lien that is junior to the liens securing the
       LandCo Obligations; and

   (c) a second priority, junior perfected lien on all bankruptcy
       Collateral that is subject to a validly perfected lien with
       priority over the LandCo Agent's liens as of the bankruptcy
       filing date.

On account of the Adequate Protection Obligations, the Debtors
agreed to pay the LandCo Agent (i) all unpaid interest on the
LandCo Obligations at the rates applicable immediately before the
bankruptcy filing date, and (ii) all other accrued and unpaid fees
and disbursements, including the fees and expenses of the LandCo
Lenders' and Agent's professionals.  The Debtors will also pay
the LandCo Agent:

   -- on the 15th day of each month, all accrued but unpaid
      interest on the LandCo Obligations (x) until June 30, 2008,
      at the Adjusted LIBO Rate plus 2.25% per annum, and (y)
      thereafter, at the Alternate Base Rate plus 1.25% per
      annum; and

   -- on the 15th of each month, an amount equal to Alternate
      Base Rate plus 2.0% per annum on the unpaid portion of the
      Hedge Claim in favor of the Hedge Counterparty.

The Debtors' use of the Cash Collateral will terminate on, among
other things:,

   -- the failure of the Debtors to make any Adequate Protection
      Payment, Collateral Payment or other payment to the LandCo
      Agent and LandCo Lenders;

   -- the entry of a Court order lifting the automatic stay to
      permit a security interest holder to foreclose on any
      assets of the LandCo Debtors, which assets have an
      aggregate value of more than $5,000,000; and

   -- any material License Revocation with respect to the LandCo
      Debtors.

Notwithstanding anything contrary in the Final Cash Collateral
Order or any other Court order, no Cash Collateral, bankrupcty
collateral or Carve-Out may be used to, among other things:

    -- object, contest or raise any defense to, the validity,
       perfection, priority, extent or enforceability of any
       amount due under the Agreements, or the liens or claims
       granted;  

    -- assert any Claims or Defenses or causes of action against
       Credit Suisse or the LandCo Lenders or their agents,
       affiliates, representatives, attorneys or advisors; or

    -- pay any amount on account of any claims arising before the
       bankruptcy filing date unless those payments are approved
       by Court orderprepetition.

Any objections to the Cash Collateral Use that have not been
resolved or withdrawn are overruled on their merits.

A full-text copy of the Final LandCo Cash Collateral Order is
available for free at:

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

               About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of    
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts. Their financial advisor is
Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman
Carson Consultants LLC. The Debtors' consolidated financial
condition as of Feb. 29, 2008, showed $2,845,847,596 in total
assets and $2,429,890,642 in total debts.

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


TROPICANA ENT: Court OKs Access to OpCo Lenders' Cash Collateral
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized, on a final basis, Tropicana Entertainment
LLC and its debtor-affiliates to use the Cash Collateral of the
OpCo Lenders under a Credit Agreement dated January 2007.

January 2007 agreement was between Tropicana Entertainment LLC,
Wimar Opco Intermediate Holdings LLC, CP Laughlin Realty LLC,
Columbia Properties Vicksburg LLC and JMBS Casino LLC -- the OpCo
Debtors -- and Credit Suisse and certain other lenders.

Mark D. Collins, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, the Debtors' counsel, related that the
Debtors' secured indebtedness consists of two senior secured
financing facilities:

   * A $1.3 billion secured financing facility, secured by
     substantially all of the assets of the OpCo Debtors,
     including "cash collateral" as defined in Section 361 of the
     Bankruptcy Code; and

   * A $440 million secured financing facility, secured by
     substantially all of the assets of the LandCo Debtors.

The Debtors' authority to use the OpCo Lenders' Cash Collateral on
a consensual basis will automatically terminate on a occurence of
a "Termination Event" without further Court order.  The Court
reserves the Debtors' rights to seek authorization to use the OpCo
Prepetition Lenders' Cash Collateral after a Termination Event.  

The Court also reserves the rights of Credit Suisse, as collateral
agent for the OpCo Lenders, to object to that request for
authorization.

The OpCo Cash Collateral may be used to pay the reasonable
allowed fees and expenses of professionals retained by the
Official Committee of Unsecured Creditors incurred in connection
with investigating, but not initiating or prosecuting any claims
and defenses against Credit Suisse, the OpCo Lenders or any
Released Party.

The OpCo Agent may file a master proof of claim against the
Debtors, on behalf of itself and the applicable OpCo Lenders on
account of their corresponding claims arising under certain
Financing Documents prior to bankruptcy filing.

To serve as adequate protection for the Debtors' Obligation, the
OpCo Agent is granted a valid and perfected replacement security
interest in, and lien on, the Collateral, other than Collateral
owned by certain Debtors, including Tropicana Las Vegas Resort and
Casino LLC formerly known as Wimar LandCo LLC, in relation to a
Prepetition Credit Agreement the LandCo Debtors entered into with
Credit Suisse and certain other lenders in January 2007.

As adequate protection payment to the OpCo Lenders, the Debtors
agreed pay the OpCo Agent:

   -- all accrued and unpaid interest on the OpCo Obligations at
      the rates applicable immediately before the bankruptcy    
      filing date under a certain Forbearance Agreement, all
      accrued and unpaid letter of credit fees at the rate
      applicable immediately before the Petition Date under the
      OpCo Credit Agreement, and all other accrued and unpaid fees
      and disbursements, including the fees and expenses incurred
      by the OpCo Lenders' professionals, owing to the OpCo Agent
      under the OpCo Financing Documents and incurred before the
      bankruptcy filing date;

   -- all reasonable and documented fees and expenses payable to
      the OpCo Agent and the OpCo Lenders' counsel, financial
      advisors and other consultants; and

   -- on the first business day of each month, (x) all accrued
      but unpaid interest on the OpCo Obligations at the
      Alternate Base Rate plus 3.25% per annum, and (y) in the
      form of cash payments equal to letter of credit and other
      fees at the contract rates applicable on the Petition Date
      under the OpCo Financing Documents.

               About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of    
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts. Their financial advisor is
Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman
Carson Consultants LLC. The Debtors' consolidated financial
condition as of Feb. 29, 2008, showed $2,845,847,596 in total
assets and $2,429,890,642 in total debts.

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


TROPICANA ENTERTAINMENT: Sets up New Board to Restructure Business
------------------------------------------------------------------
Tropicana Entertainment Holdings LLC has created a new board of
directors to help restructure the company and shape its long term
strategy.  The five-member board is made up of three outside
directors; company president Scott C. Butera, who has been named
CEO and will report to the board; and William J. Yung, who stepped
down as CEO this week but remains on the board.

The new outside directors are executives with substantial
financial restructuring and regulatory experience.  They include
merchant banker Thomas M. Benninger; former Metro Goldwyn Mayer
CFO Michael G. Corrigan; and former New Jersey Casino Control
Commission Chairman and CEO Bradford S. Smith, Esq.

The new board is expected to form independent audit and litigation
committees well as a gaming regulatory compliance committee.  It
also will consider moving Tropicana Entertainment's corporate
headquarters to Las Vegas, Nevada.

"Forming an independent board of directors is a critical first
step in our planned restructuring," Mr. Butera said.  "There is no
question that the company's operations will benefit tremendously
from the collective experience of our new directors.  We are
looking forward to working with them as we look to invest in our
assets and employees and revitalize the historic Tropicana brand."

Mr. Butera joined Tropicana Entertainment in March 2008 to lead
the effort to improve the company's capital structure.  He is the
former chief operating officer of the Cosmopolitan Resort and
Casino in Las Vegas, Nevada.  Prior to that he was President,
chief operating officer and executive vice president of Trump
Hotels & Casino Resorts Inc., where he was the principal architect
of the development and implementation of that company's successful
recapitalization plan.

Mr. Benninger is a founding managing general partner of Global
Leveraged Capital, a private merchant banking firm that pursues
proprietary origination of leveraged corporate debt, distressed
debt and minority equity investments.

Mr. Benninger has extensive financial and audit and restructuring
experience at a variety of financial institutions, including UBS
Investment Bank, Donaldson, Lufkin and Jenrette, Arthur Andersen &
Co. and Smith Barney.  Mr. Benninger received both his Bachelor of
Arts in Economics and Masters of Business degrees from Stanford
University.

Mr. Corrigan is a media and entertainment executive with
experience in operations, strategic planning and finance.  He
served as co-founder and partner of Shelbourne Capital Partners
LLC, a boutique financial advisory firm.  He is a former CFO of
Metro Goldwyn Mayer Inc.  He serves as a director of ACME
Communications Inc. and had been chairman of the board of
directors for Atari Inc.  Mr. Corrigan is a graduate of the Law
School of Trinity College, Dublin, Ireland.

Mr. Smith is a gaming and regulatory consultant who served as
chairman of the New Jersey Casino Control Commission.  A former
State Senator, Mr. Smith was chairman of both the judiciary and
law and public safety committees of the New Jersey State Senate.
He sits on the Mt. Airy Casino Resort Independent Audit Committee
and the Burlington County board of Chosen Freeholders.  Mr. Smith
earned his law degree from Duquesne University in Pittsburgh and
is a member of the New Jersey Bar.

               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.


TS PRINTING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: TS Printing Company Inc
        8000 Sovereign Row
        Suite A
        Dallas, TX 75247
        Tel: (214) 631-7777

Bankruptcy Case No.: 08-32760

Chapter 11 Petition Date: June 3, 2008

Court: Northern District of Texas (Dallas)

Debtors' Counsel: Hanh H. Duong, Esq.
                  Duong and Associates, PLLC
                  1204 N. Josey Lane, Suite 106
                  Carrollton, TX 75006
                  Tel: (214)390-0999
                  Fax: (214)390-0998
                  E-mail: duonglawfirm@yahoo.com

Total assets:  $6,321,977

Total debts:   $6,855,463

A copy of the Debtor's petition and schedules of assets and
liabilities is available at no charge at:

            http://bankrupt.com/misc/txnb08-32760.pdf

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


TUCSON ELECTRIC: S&P Revises Outlook to Positive from Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Tucson Electric Power Co. to positive from stable.  Ratings on the
company, including the 'BB' corporate credit rating, were
affirmed.
     
"The outlook revision reflects the potential for ratings
improvement if the settlement in TEP's rate case is approved by
the Arizona Corporation Commission," said Standard & Poor's credit
analyst Anne Selting.
     
Filed May 29 with the Arizona Corporation Commission, the proposed
settlement resolves how TEP's retail rates are regulated going
forward; provides for a rate increase that should allow the
company to stabilize cash flows at modestly stronger levels
beginning in 2009; and, importantly, eliminates TEP's significant
exposure to unplanned outages and escalation of fuel and purchased
power costs, neither of which the Tucson-based utility can
currently recover in rates, which are frozen under its 1999
settlement.  The settlement has been set for hearings in early
July and will require an ACC vote, which has not been scheduled.
     
Standard & Poor's would note that while modest improvements in
cash flow metrics are expected, they may not occur until after
2009 if the ACC requires TEP to rebate competitive transition
charges it is collecting in 2008.  Clouding the expectation that
the company's credit profile is on a positive trajectory are
immediate concerns as to how much cash flow from operations will
be suppressed by high gas and power prices that are stressing
TEP's gross margins.  S&P currently expect the effects to be
manageable.  However, a protracted summer outage that results in
materially weakened cash flow metrics could return the company to
a stable outlook, as could an ACC decision that substantially
modifies the terms of the proposed settlement.


UBS AG: Will Exit Municipal Bond Business and Eliminate 280 Jobs
----------------------------------------------------------------
UBS AG is closing its municipal bond business after failing to
find a buyer for what was the third-largest underwriter of U.S.
state and local government debt last year, the Bloomberg reports.

Bloomberg, citing Doug Morris, a spokesperson in Zurich-based UBS,
says that UBS will fire about 280 people and would shutter its
municipal bond division if it couldn't find a buyer.

In a press statement, UBS stated that it will close its Investment
Bank's institutional municipal securities business through an
orderly wind-down.  

UBS Wealth Management Americas will continue to be a provider of
municipal securities products to private clients by assuming
responsibility for secondary trading efforts, introducing an open
architecture platform for new issues and expanding its municipal
research team.

The exit of the institutional municipal securities business is
part of UBS's ongoing efforts to reposition its Fixed Income,
Currencies and Commodities business to focus on core business
areas.  

UBS explored a number of alternatives to exit the institutional
municipals business and determined that because of the
complexities of selling the business in the market and limited
market capacity for a business of this size, a sale of the
business was unlikely in the near term.

After the exit of the institutional municipals business, UBS will
no longer offer underwriting and structuring services to municipal
clients.  The firm's municipal securities secondary market trading
business will be transferred from UBS Investment Bank into UBS
Wealth Management Americas in order to facilitate the trading of
municipal securities for private clients.

"Municipal securities are an important part of many of our
clients' portfolios," Jim Hausmann, Head of Transaction Products,
UBS Wealth Management Americas, said.  "With this integration, our
clients will benefit from an increased number of people dedicated
specifically to their municipal securities needs.  Through an open
architecture platform, our clients will have access to a broad of
supply of both new issues and secondary securities."

UBS will begin to work with its municipal clients to transfer
their business in an orderly fashion and expects to complete the
exit from the institutional municipals business over the next few
months.

                          About UBS AG

UBS AG (NYSE:UBS) -- http://www.ubs.com/-- together with its  
subsidiaries, provides a range of financial products and services
worldwide.  UBS' businesses are Global Wealth Management and
Business Banking, Global Asset Management, and Investment Banking.  
The company was founded in 1862 and is based in Zurich,
Switzerland.  UBS employs more than 80,000 people around the
world.  Its Wealth management services in the United States are
provided by UBS Financial Services Inc.  UBS' U.S. headquarters is
at 1285 Avenue of the Americas, New York City.


VONAGE HOLDINGS: Settles Patent-Infringement Suit by Web Telephony
------------------------------------------------------------------
Vonage Holdings Corp. has settled a patent-infringement suit by  
Illinois company Web Telephony LLC over a Web-controlled telephone
system, Bloomberg News reports.  Details weren't released.

According to the report, Vonage spokesman Charles Sahner said in
an e-mail confirming the settlement, that the agreement ends the
last intellectual property suit against the company.

Vonage spent a total of $240 million to settle claims by rivals
Sprint Nextel Corp., Verizon Communications Inc. and AT&T Inc.

The case is Web Telephony LLC v. Verizon Communications Inc.,
07cv85, filed the federal court in Marshall, Texas.

                     About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband        
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

As reported by the Troubled Company Reporter on May 12, 2008 that
Vonage Holdings's balance sheet at March 31, 2008, showed $458.3
million in total assets and $540.5 million in total liabilities,
resulting in an $82.2 million stockholders' deficit.


WACHOVIA BANK: S&P Puts Five Low-B Ratings Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on five
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-C17 on
CreditWatch with negative implications.
     
The CreditWatch placements reflect Standard & Poor's preliminary
analysis of two assets totaling $71.5 million (3% of the pool
balance) that are currently with the special servicer, CWCapital
Asset Management LLC, as well as concerns about several loans in
the trust that reported debt service coverage below 1.0x.
     
Details of the specially serviced assets are:

     -- Cabrillo Apartments is a 369-unit multifamily property in
        San Diego, California, with a total exposure of
        $43.7 million, including servicing advances and interest
        thereon.  The interest-only loan was transferred to the
        special servicer in April 2008 due to imminent default and
        is now 60-plus-days delinquent.  The property reported a
        2007 DSC of 1.38x.

     -- Sterling University Vista Apartments is a 318-unit
        multifamily property in Dallas, Texas, with an unpaid
        principal balance of $27.8 million.  The loan was
        transferred to the special servicer in February 2008
        following the borrower's request for a loan modification.
        As of Sept. 30, 2007, the reported DSC was 0.64x.

Standard & Poor's will update or resolve the CreditWatch negative
placements following its analysis of the specially serviced assets
and the loans with reported DSCs below 1.0x.   


              Ratings Placed on Creditwatch Negative

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C17

                       Rating
                       ------
       Class    To                From    Credit enhancement
       -----    --                ----    ------------------
       K        BB/Watch Neg      BB            2.77%
       L        BB-/Watch Neg     BB-           2.25%
       M        B+/Watch Neg      B+            1.98%
       N        B/Watch Neg       B             1.72%
       O        B-/Watch Neg      B-            1.45%


WELLMAN INC: Lenders Further Defer Deadline for Bid Protocol OK
---------------------------------------------------------------
Wellman, Inc. disclosed that the lenders providing its DIP
financing have granted the company an additional one week
extension until June 26, 2008 to have bidding procedures approved
by the U.S. Bankruptcy Court for the Southern District of New
York.  All other terms of the DIP financing remain the same.

The company, in consultation with its stakeholders, is continuing
to evaluate proposals and restructuring alternatives, including a
plan of reorganization, in an effort to maximize the value of
Wellman's business on a going concern basis.  This extension will
provide Wellman with additional time to continue discussions with
stakeholders and interested parties to develop the terms of a plan
of reorganization.

"We are encouraged by the progress we have made," Mark Ruday,
Wellman's Chief Executive Officer stated.  "During the next week,
we expect to amend our DIP facility so that it permits us to file
a plan of reorganization in June.  We expect to have the plan
confirmed and to emerge from bankruptcy later this year.  Our
first and second lien debt holders have each expressed interest in
having a prominent role in our plan of reorganization.  We
appreciate the support that the DIP lenders have provided.  This
has enabled us to work towards a plan of reorganization which we
believe is the most attractive alternative for Wellman's
stakeholders including its customers, suppliers and employees."

As reported in the Troubled Company Reporter on April 11, 2008,
the Court approved the $225,000,000 of DIP Financing from a group
of lenders led by Deutsche Bank Securities Inc., as lead arranger
and bookrunner; Deutsche Bank Trust Company Americas, as
administrative agent; JPMorgan Chase Bank, N.A., as syndication
agent; and General Electric Capital Corp., LaSalle Business
Credit, LLC, and Wachovia Finance Corp., as co-documentation
agents.

The Credit Agreement dated Feb. 26, 2008, required the
Debtors to:

   (i) obtain within 90 days after the Petition Date an order
       from the Bankruptcy Court (a) approving bidding
       procedures, (b) scheduling bidding deadline, auction date
       and sale hearing date, and (c) establishing procedures
       under Sections 364 and 365 of the Bankruptcy Code for the
       Wellman Sale and the assignment and assumption of certain
       contracts related thereto;

  (ii) obtain an order approving the Wellman Sale by July 31,
       2008; and

(iii) close the sale within 15 days of the later of (i) the
       entry of the Sale Order, and, if a stay of the order is
       pending, the date the order becomes final and
       non-appealable, if during the time of the stay, a bond has
       been issued.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and    
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.


WILLIAM DEL BIAGGIO: Files for Chapter 11 Amid Loan Fraud Charges
-----------------------------------------------------------------
William "Boots" Del Biaggio III filed a petition for chapter 11
bankruptcy protection Friday before the U.S. Bankruptcy Court for
the Northern District of California, two weeks after being accused
of loan fraud, The Associated Press and San Jose (Calif.) Mercury
News report.

Sand Hill Capital Partners III, the investment fund Mr. Del
Biaggio co-founded, filed for chapter 7 bankruptcy, reports say.

The AP, citing court documents, says Mr. Del Biaggio, 40, has at
least $57,000,000 in unpaid personal and business loans, credit
card bills and other financial obligations.

Sand Hill disclosed $10.6 million in debts, according to AP.

Mr. Del Biaggio stepped down from Sand Hill Capital late in May.  
According to the reports, Mr. Del Biaggio is facing charges for
roughly $17,000,000 in the aggregate from lenders.

AP says Modern Bank, a New York-based private bank, is trying to
force Mr. Del Biaggio to repay $10,000,000 he used to help buy his
stake of the Nashville Predators of the National Hockey League.  
Mercury News saays Mr. Del Biaggio put in 27% of the $193,000,000
raised by an investor group that acquired the team in November
2007.

AP continues that Heritage Bank of Commerce, a San Jose-based bank
co-founded by Mr. Del Biaggio's father, has demanded that Mr. Del
Biaggio immediately repay a $4,000,000 loan.  DGB Investments
Inc., a San Jose-based investment firm, is suing Mr. Del Biaggio
over an unpaid $3 million loan, adds AP.

The reports say those transactions and others are subject to an
investigation by the U.S. Attorney's Office in San Francisco, and
the Securities and Exchange Commission over allegations that Mr.
Del Biaggio faked the collateral for the loans.

Canada's The National Post says Mr. Del Biaggio tried to sell his
stake in the Nashville Predators days before the lawsuits were
filed.  Unnamed sources told the National Post that NHL officials
opposed the deal.  The Post says Mr. Del Biaggio was in talks with
Jim Balsillie, co-CEO of Blackberry-creator Research in Motion
Ltd.  According to the report, a tentative deal had been worked
out that would have paid a "significant premium" above the
estimated $30,000,000 book value for Mr. Del Biaggio's combined
1/3 interest in the hockey team.

Mercury News says Sand Hill Capital has indicated that Mr. Del
Biaggio's investment fund has nothing to do with Sand Hill Capital
and that Mr. Del Biaggio has no right to use its name.

Established in 1996, Sand Hill Capital has four debt funds under
management, of which two are actively investing.  Sand Hill has
provided debt financing and equity co-investing in multiple
portfolio companies of top-tier venture capital firms, including
Broadcom, a semiconductor company specializing in VoIP, wireless
networking, and broadband communications solutions; Commerce One,
a provider of On-Demand Supplier Relationship Management solutions
and The Open Supplier Network; IBahn, a provider of secure
broadband-to-go at premium hospitality locations; and Odwalla,
maker of fruit drinks and snacks.


XERIUM TECHNOLOGIES: Moody's Affirms Caa1 Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2. The rating action reflects
the company's recent amendment to its credit agreement on May 30,
2008, the completion of its goodwill impairment test, and the
recent filing of its delinquent financial statements. Under the
new amendment, credit agreement covenant compliance becomes more
certain as financial covenants have been loosened. As a result,
Moody's believes that over the next twelve months Xerium will
possess adequate liquidity and likely comply with its financial
covenants. At the same time, Xerium will likely rely on its
revolving credit facility as it remains unclear if the company can
cover all cash requirements from internal sources with the burden
posed by the increased debt service. All other ratings have been
affirmed.

Although the short-term liquidity profile has improved, the
affirmation of the Caa1 corporate family rating reflects Moody's
belief that Xerium's operating performance may remain weak.
Xerium's customers face challenges operationally due to a slowdown
in global paper production and significant overcapacity,
especially in newsprint and fine paper. Moody's believes the
recent $185 million goodwill impairment charge within the roll
covers segment is a indication of the challenges that lay ahead
for the industry. Therefore, it is likely these trends will
continue with the closure of additional mills and further downtime
at existing facilities in Xerium's primary markets of North
America and Europe. Moody's also anticipates that previous volume
losses will take longer than expected to recover and that recent
investments in developing economies will take several years before
they have a meaningful positive impact on cash flow. Xerium's
elevated business risk due to its longer term liquidity profile,
high debt levels, limited product diversity with focus on the
paper industry, and potential for restructuring and plant closures
constrain the ratings. Going forward, Moody's believes Xerium will
continue to face the risk of further rationalization in North
American paper production capacity and a sustained decline in
global paper production.

The last rating occurred on March 20, 2008, when Moody's
downgraded the long-term debt ratings to Caa1 from B2 due to the
company's expectation that it would be non-compliant with its
financial covenants in the first quarter of 2008 and future
periods without an amendment to its credit facility.

Affirmations:

  Issuer: Xerium Technologies, Inc.

  * Corporate Family Rating at Caa1;

  * Senior Secured Term Loan at Caa1 (LGD3, 46%);

  * Senior Secured Revolving Credit Facility at Caa1 (LGD3, 46%)

Upgrades:

  Issuer: Xerium Technologies, Inc.

  * Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
    SGL-4;

  * Probability of Default Rating, Upgraded to Caa1 from Caa2

Outlook Actions:

  Issuer: Xerium Technologies, Inc.

  * Outlook, Changed To Positive from Negative

Xerium Technologies, Inc., headquartered in Youngsville, NC, is a
manufacturer and supplier of consumable products used primarily in
the production of paper.  


ZACHARIA LAMAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Zacharia Lamar Rhoads
          fdba Auto Rama
          fdba Auto Rama, L.L.C.
        3048 North 5100 East
        Eden, UT 84310

Bankruptcy Case No.: 08-23284

Chapter 11 Petition Date: May 22, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  E-mail: annadrake@att.net

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/utb08-23284.pdf


* S&P Cuts Ratings on 76 Classes of Certs. from 17 US ALT-A RMBS
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 76
classes of mortgage pass-through certificates from 17 U.S.
Alternative-A residential mortgage-backed securities transactions
issued by Alternative Loan Trust, American Home Mortgage
Investment Trust, Deutsche Mortgage Securities Inc. Mortgage Loan
Trust, DSLA Mortgage Loan Trust, Homestar Mortgage Acceptance
Corp., Impac CMB Trust, IndyMac INDX Mortgage Loan Trust, Lehman
XS Trust, Structured Asset Securities Corp., and Terwin Mortgage
Trust.  S&P removed one of the lowered ratings from CreditWatch
with negative implications.

At the same time, S&P affirmed its ratings on two classes from
Deutsche Alt-A Securities Inc.  Mortgage Loan Trust and removed
them from CreditWatch negative.  The rating on one class from
Structured Asset Securities Corp. remains on CreditWatch negative.  
In addition, S&P affirmed its ratings on 386 other certificates
from various Alt-A transactions.  All of the affected transactions
were issued between 2002 and 2005.
     
The lowered ratings reflect current or projected credit
enhancement levels that are not sufficient to support the
certificates at their previous rating levels as of the May 2008
remittance period.  Based on the current collateral performance of
these transactions, future credit enhancement is projected to be
significantly less than the original credit support.  S&P have
reviewed all of the affected transactions within the past 12
months, and they continue to perform adversely.
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the April 2008 remittance
period.
     
The underlying collateral for all of the affected classes consists
primarily of Alt-A mortgage loans.


                        Ratings Lowered

                  Alternative Loan Trust 2005-J1
                         Series 2005-J1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-4        12667FV85     CCC            B

           American Home Mortgage Investment Trust 2004-4
                            Series 2004-4

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        02660TCV3     BBB            A
           M-3        02660TCW1     CCC            BBB

           American Home Mortgage Investment Trust 2005-1
                           Series 2005-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        02660TDN0     A              AA
           M-3        02660TDP5     BB             AA-
           M-4        02660TDQ3     B              A
           M-5        02660TDR1     CCC            A-
           M-6        02660TDS9     CCC            BBB+
           M-7        02660TEE9     CCC            BBB
           M-8        02660TEF6     CC             BBB-
           B          02660TEG4     CC             BB
           VIII-M-3   02660TDV2     BB             A-
           VIII-M-4   02660TDW0     B              BBB+
           VIII-M-5   02660TDX8     CCC            BBB
           VIII-M-6   02660TDY6     CC             BBB-

Deutsche Mortgage Securities Inc Mortgage Loan Trust Series 2004-5
                          Series 2004-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        251563GE6     BBB            A+
           M-3        251563GF3     CCC            BBB+

                 DSLA Mortgage Loan Trust 2004-AR2
                         Series 2004-AR2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        23332UAX2     BBB            A+
           B-3        23332UAY0     B              BBB
           B-4        23332UAZ7     CCC            BB
           B-5        23332UBA1     CC             B

                 DSLA Mortgage Loan Trust 2005-AR2
                         Series 2005-AR2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        23332UDH4     B              BBB
           B-4        23332UDJ0     CCC            B
           B-5        23332UDM3     CC             CCC

                 DSLA Mortgage Loan Trust 2005-AR3  
                         Series 2005-AR3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        23332UDY7     BBB            AA
           B-2        23332UDZ4     B              A
           B-3        23332UEA8     CCC            BBB
           B-4        23332UEB6     CCC            BBB-
           B-5        23332UEC4     CC             B
           B-6        23332UED2     CC             CCC

                 Homestar Mortgage Acceptance Corp.
                           Series 2004-6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-5        437690CP3     BBB            A-
           M-6        437690CQ1     BB             BBB+
           M-8        437690CS7     CCC            B

                  Impac CMB Trust Series 2005-5
                          Series 2005-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-3        45254NQA8     BBB            AA-
           M-4        45254NQB6     BB             A+
           M-5        45254NQC4     B              A
           M-6        45254NQD2     CCC            A
           B          45254NQE0     CCC            A-

                   Impac CMB Trust Series 2005-7
                           Series 2005-7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-3        45254NRB5     BBB            A+
           M-4        45254NRC3     BB             A
           M-5        45254NRD1     B              A-
           M-6        45254NRE9     CCC            BB+
           B          45254NRF6     CC             B

            IndyMac INDX Mortgage Loan Trust 2005-AR18
                        Series 2005-AR18

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-5        45660LWN5     BB+            A-
           B-6        45660LWP0     BB             BBB+
           B-7        45660LWQ8     BB-            BBB
           B-8        45660LWR6     B              BBB-
           B-9        45660LWX3     CCC            BB
           B-10       45660LWY1     CC             B

                         Lehman XS Trust
                          Series 2005-4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           2-M2       525221CR6     BB             A
           2-M3       525221CS4     B              BBB-

                         Lehman XS Trust
                          Series 2005-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-M1       525221DV6     BBB            AA-
           1-M2       525221DW4     BB             A-
           1-M3       525221DX2     B              BB
           1-M5       525221DZ7     CC             CCC
           2-M4       525221EK9     BBB            A-
           2-M5       525221EL7     B              BBB
           2-M6       525221FL6     CCC            BB

                   Lehman XS Trust Series 2005-10
                           Series 2005-10

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-M1       525221FS1     BBB            AA
           1-M2       525221FT9     B              A-
           1-M3       525221FU6     CCC            BB
           1-M4       525221FV4     CC             CCC
           2-M3       525221GJ0     BB             A
           2-M4       525221GK7     B              BBB
           2-M5       525221GL5     CCC            BB

                 Structured Asset Securities Corp.
                         Series 2003-36XS

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         86359BAX9     B              BBB
           M3         86359BAY7     CC             CCC

                 Structured Asset Securities Corp.
                         Series 2004-6XS

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         86359BJW2     BBB            A+
           M3         86359BJX0     BB             A

           Terwin Mortgage Trust Series TMTS 2005-12ALT
                        Series 2005-12ALT

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        881561WH3     A              AA
           M-5        881561WJ9     B              AA-
           M-6        881561WK6     B              AA-
           B-1        881561WL4     CCC            A+
           B-2        881561WM2     CCC            A
           B-3        881561WN0     CC             A-

       Rating Lowered and Removed from Creditwatch Negative

                Homestar Mortgage Acceptance Corp.
                          Series 2004-6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        437690CR9     B              BBB/Watch Neg

             Rating Remaining on Creditwatch Negative

                 Structured Asset Securities Corp.
                         Series 2003-28XS

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M2         86359AQ89     BBB/Watch Neg

      Ratings Affirmed and Removed from Creditwatch Negative

Deutsche Alt-A Securities Inc Mortgage Loan Trust Series 2003-4XS
                          Series 2003-4XS

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        251510CK7     A              A/Watch Neg
           M-3        251510CL5     B              B/Watch Neg

                         Ratings Affirmed

                  Alternative Loan Trust 2005-J1
                          Series 2005-J1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      12667FS97     AAA
                  1-A-2      12667FT21     AAA
                  1-A-3      12667FT39     AAA
                  1-A-4      12667FT47     AAA
                  1-A-5      12667FT54     AAA
                  1-A-6      12667FT62     AAA
                  1-A-7      12667F3T0     AAA
                  1-A-8      12667F3U7     AAA
                  2-A-1      12667FT88     AAA
                  3-A-1      12667FU29     AAA
                  4-A-1      12667FU45     AAA
                  5-A-1      12667FU60     AAA
                  5-A-2      12667F3V5     AAA
                  5-A-3      12667F3W3     AAA
                  5-A-4      12667F3X1     AAA
                  6-A-1      12667FU86     AAA
                  7-A-1      12667F3Y9     AAA
                  X-A        12667FT70     AAA
                  X-B        12667FT96     AAA
                  X-C        12667FU37     AAA
                  X-D        12667FU52     AAA
                  X-E        12667FU78     AAA
                  X-F        12667FU94     AAA
                  PO-A       12667FV28     AAA
                  PO-B       12667F3Z6     AAA
                  PO-C       12667F4A0     AAA
                  PO-D       12667F4B8     AAA
                  A-R        12667FV36     AAA
                  M          12667FV44     AA
                  B-1        12667FV51     A
                  B-2        12667FV69     BBB
                  B-3        12667FV77     BB

                   Alternative Loan Trust 2005-J2
                           Series 2005-J2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      12667F5W1     AAA
                  1-A-2      12667F5X9     AAA
                  1-A-3      12667F5Y7     AAA
                  1-A-4      12667F5Z4     AAA
                  1-A-5      12667F6A8     AAA
                  1-A-6      12667F6B6     AAA
                  1-A-7      12667F6C4     AAA
                  1-A-8      12667F6D2     AAA
                  1-A-9      12667F6E0     AAA
                  1-A-10     12667F6F7     AAA
                  1-A-11     12667F6G5     AAA
                  1-A-12     12667F6H3     AAA
                  1-A-13     12667F6J9     AAA
                  1-X        12667F6K6     AAA
                  PO-A       12667F6L4     AAA
                  2-A-1      12667F6M2     AAA
                  2-X        12667F6N0     AAA
                  PO-B       12667F6P5     AAA
                  A-R        12667F6Q3     AAA
                  M          12667F6R1     AA
                  B-1        12667F6S9     A
                  B-2        12667F6T7     BBB
                  B-3        12667F6U4     B
                  B-4        12667F6V2     CCC

          American Home Mortgage Investment Trust 2004-4
                         Series 2004-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-1      02660TCC5     AAA
                  I-A-2      02660TCD3     AAA
                  II-A-1     02660TCE1     AAA
                  II-A-2     02660TCF8     AAA
                  III-A      02660TCG6     AAA
                  IV-A       02660TCS0     AAA
                  V-A        02660TCT8     AAA
                  VI-A-1     02660TCJ0     AAA
                  VI-A-2     02660TCK7     AAA
                  M-1        02660TCH4     AA
                  VI-M-1     02660TCL5     AA
                  VI-M-2     02660TCM3     A
                  VI-M-3     02660TCN1     A-
                  VI-B-1     02660TCP6     BBB+
                  VI-B-2     02660TCQ4     BBB
                  VI-B-3     02660TCR2     BBB-
                  VII-A      02660TCU5     AAA

          American Home Mortgage Investment Trust 2005-1
                          Series 2005-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-1      02660TCZ4     AAA
                  I-A-2      02660TDA8     AAA
                  I-A-3      02660TEA7     AAA
                  II-A-1     02660TDB6     AAA
                  II-A-2     02660TDC4     AAA
                  III-A-1    02660TDD2     AAA
                  III-A-2    02660TDE0     AAA
                  IV-A-1     02660TDF7     AAA
                  IV-A-2     02660TEB5     AAA
                  V-A-1      02660TDG5     AAA
                  V-A-2      02660TEC3     AAA
                  VI-A       02660TDH3     AAA
                  VII-A-1    02660TDJ9     AAA
                  VII-A-2    02660TED1     AAA
                  VIII-A-1   02660TDK6     AAA
                  VIII-A-2   02660TDL4     AAA
                  IX-A       02660TDZ3     BBB
                  M-1        02660TDM2     AA+
                  VIII-M-1   02660TDT7     AA
                  VIII-M-2   02660TDU4     A

                       Chevy Chase Funding LLC
                            Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        16678RBU0     AAA
                  A-2        16678RBV8     AAA
                  A-NA                     AAA
                  IO                       AAA
                  B-1        16678RBW6     AA
                  B-2        16678RBX4     A
                  B-3        16678RBY2     BBB
                  B-4        16678RBZ9     BB
                  B-5        16678RCA3     B

                 Citigroup Mortgage Loan Trust Inc.
                          Series 2005-WF2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  AF-1       17307GVF2     AAA
                  AF-2       17307GVG0     AAA
                  AF-3       17307GVH8     AAA
                  AF-4       17307GVJ4     AAA
                  AF-5       17307GVK1     AAA
                  AF-6A      17307GVL9     AAA
                  AF-6B      17307GVM7     AAA
                  AF-7       17307GVN5     AAA
                  MF-1       17307GVP0     AA
                  MF-2       17307GVQ8     A
                  MF-3       17307GVR6     BBB
                  MF-4       17307GVS4     BB+
                  MF-5       17307GWD6     B
                  AV-2       17307GVU9     AAA
                  AV-3       17307GVV7     AAA
                  MV-1       17307GVW5     AA
                  MV-2       17307GVX3     AA
                  MV-3       17307GVY1     A
                  MV-4       17307GVZ8     A-
                  MV-5       17307GWA2     BBB+
                  MV-6       17307GWB0     BB+
                  MV-7       17307GWC8     B

Deutsche Alt-A Securities Inc Mortgage Loan Trust Series 2003-4XS
                          Series 2003-4XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-4        251510CE1     AAA
                  A-5        251510CF8     AAA
                  A-6A       251510CG6     AAA
                  A-6B       251510CT8     AAA
                  M-1        251510CJ0     AA

Deutsche Mortgage Securities Inc Mortgage Loan Trust Series 2004-3
                          Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-4      251563DV1     AAA
                  I-A-5      251563DW9     AAA
                  I-A-6      251563DX7     AAA
                  I-A-7      251563DY5     AAA
                  II-AR-1    251563ED0     AAA
                  II-AR-2    251563EE8     AAA
                  II-MR-1    251563EF5     AA+
                  I-M-1      251563EA6     AA
                  II-MR-2    251563EG3     AA-
                  I-M-2      251563EB4     A
                  I-M-3      251563EC2     BBB+
                  II-MR-3    251563EH1     BBB+

Deutsche Mortgage Securities Inc Mortgage Loan Trust Series 2004-5
                          Series 2004-5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-2        251563FX5     AAA
                  A-3        251563FY3     AAA
                  A-4A       251563FZ0     AAA
                  A-4B       251563GG1     AAA
                  A-5A       251563GA4     AAA
                  A-5B       251563GB2     AAA
                  M-1        251563GD8     AA+

                DSLA Mortgage Loan Trust 2004-AR2
                         Series 2004-AR2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       23332UAP9     AAA
                  A-1B       23332UAQ7     AAA
                  A-2A       23332UAR5     AAA
                  A-2B       23332UAS3     AAA
                  A-R        23332UAV6     AAA
                  B-1        23332UAW4     AA+

                 DSLA Mortgage Loan Trust 2005-AR2
                         Series 2005-AR2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        23332UDB7     AAA
                  2-A1A      23332UDC5     AAA
                  2-A1B      23332UDD3     AAA
                  2-A1C      23332UDE1     AAA
                  2-A2       23332UDQ4     AAA
                  X-1        23332UDK7     AAA
                  X-2        23332UDL5     AAA
                  PO         23332UDR2     AAA
                  A-R        23332UDS0     AAA
                  B-1        23332UDF8     AA
                  B-2        23332UDG6     A

                 DSLA Mortgage Loan Trust 2005-AR3
                          Series 2005-AR3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        23332UDT8     AAA
                  2-A1A      23332UDU5     AAA
                  2-A1B      23332UDV3     AAA
                  2-A1C      23332UDW1     AAA
                  2-A2       23332UDX9     AAA
                  X-1        23332UEF7     AAA
                  X-2        23332UEG5     AAA
                  PO         23332UEJ9     AAA
                  A-R        23332UEH3     AAA

                 Homestar Mortgage Acceptance Corp.
                           Series 2004-6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-3A       437690CH1     AAA
                  A-3B       437690CJ7     AAA
                  M-1        437690CK4     AA+
                  M-2        437690CL2     AA
                  M-3        437690CM0     A+
                  M-4        437690CN8     A

                  Impac CMB Trust Series 2003-4
                          Series 2003-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      45254NED5     AAA
                  1-B-1      45254NEE3     A-
                  2-A-1      45254NEF0     AAA
                  3-A-1      45254NEG8     AAA
                  3-M-1      45254NEJ2     AA+
                  3-M-2      45254NEK9     A+
                  3-B-1      45254NEL7     BBB+

                   Impac CMB Trust Series 2005-5
                           Series 2005-5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        45254NPU5     AAA
                  A-2        45254NPV3     AAA
                  A-3W       45254NPW1     AAA
                  A-4        45254NQF7     AAA
                  M-1        45254NPY7     AA+
                  M-2        45254NPZ4     AA

                   Impac CMB Trust Series 2005-7
                           Series 2005-7

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        45254NQX8     AAA
                  A-2        45254NQY6     AAA
                  M-1        45254NQZ3     AA
                  M-2        45254NRA7     AA-

             IndyMac INDX Mortgage Loan Trust 2005-AR18
                         Series 2005-AR18

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      45660LVZ9     AAA
                  1-A-2      45660LWA3     AAA
                  1-A-3A     45660LWB1     AAA
                  1-A-3B     45660LWC9     AAA
                  2-A-1A     45660LWD7     AAA
                  2-A-1B     45660LWE5     AAA
                  2-A-2A     45660LWV7     AAA
                  2-A-2B     45660LWW5     AAA
                  2-A-2C     45660LWF2     AAA
                  2-A-3A     45660LWG0     AAA
                  2-A-3B     45660LWH8     AAA
                  1-X        45660LWS4     AAA
                  2-X        45660LWT2     AAA
                  A-R        45660LYT0     AAA
                  B-X        45660LWU9     AAA
                  B-1        45660LWJ4     AA+
                  B-2        45660LWK1     AA
                  B-3        45660LWL9     AA-
                  B-4        45660LWM7     A+


                          Lehman XS Trust
                           Series 2005-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A2       525221BZ9     AAA
                  1-A3       525221CA3     AAA
                  1-A4       525221CB1     AAA
                  1-AX       525221CC9     AAA
                  1-M1       525221CD7     A+
                  1-M2       525221CE5     BB+
                  1-M3       525221CF2     CCC
                  2-A1A      525221CG0     AAA
                  2-A1B      525221CH8     AAA
                  2-A2       525221CJ4     AAA
                  2-A3A      525221CK1     AAA
                  2-A3B      525221CL9     AAA
                  2-A4       525221CM7     AAA
                  2-A5A      525221CN5     AAA
                  2-A5B      525221CP0     AAA
                  2-M1       525221CQ8     AA

                         Lehman XS Trust
                          Series 2005-8

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A2       525221DS3     AAA
                  1-A3       525221DT1     AAA
                  1-A4       525221DU8     AAA
                  1-M4       525221DY0     CCC
                  2-A1A      525221EA1     AAA
                  2-A1B      525221EB9     AAA
                  2-A2       525221EC7     AAA
                  2-A3       525221ED5     AAA
                  2-A4A      525221EE3     AAA
                  2-A4B      525221EF0     AAA
                  2-M1       525221EG8     AA
                  2-M2       525221EH6     AA
                  2-M3       525221EJ2     A

                   Lehman XS Trust Series 2005-10
                           Series 2005-10

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       525221FM4     AAA
                  1-A3       525221FP7     AAA
                  1-A4       525221FQ5     AAA
                  1-A5       525221FR3     AAA
                  2-A1       525221FY8     AAA
                  2-A2       525221FZ5     AAA
                  2-A3A      525221GA9     AAA
                  2-A3B      525221GB7     AAA
                  2-A4A      525221GC5     AAA
                  2-A4B      525221GD3     AAA
                  2-A5A      525221GE1     AAA
                  2-A5B      525221GF8     AAA
                  2-M1       525221GG6     AA
                  2-M2       525221GH4     A-

                 MASTR Alternative Loan Trust 2002-3
                           Series 2002-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-6        576434BR4     AAA
                  A-7        576434BW3     AAA

                    RALI Series 2002-QS15 Trust
                         Series 2002-QS15

                  Class      CUSIP         Rating
                  -----      -----         ------
                  CB         76110GX63     AAA
                  NB-1       76110GX71     AAA
                  NB-2       76110GX89     AAA
                  NB-3       76110GX97     AAA
                  A-P        76110GY21     AAA
                  A-V        76110GY39     AAA
                  M-1        76110GY62     AAA
                  M-2        76110GY70     AA+
                  M-3        76110GY88     A

                     RALI Series 2003-QS8 Trust
                          Series 2003-QS8

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        76110HAS8     AAA
                  A-2        76110HAT6     AAA
                  A-3        76110HAU3     AAA
                  A-4        76110HAV1     AAA
                  A-5        76110HAW9     AAA
                  A-6        76110HAX7     AAA
                  A-7        76110HAY5     AAA
                  A-P        76110HAZ2     AAA
                  A-V        76110HBA6     AAA
                  M-1        76110HBD0     AA
                  M-2        76110HBE8     A+
                  M-3        76110HBF5     BBB
                  B-1        76110HBG3     BB
                  B-2        76110HBH1     CCC

          Residential Asset Securitization Trust 2002-A12
                           Series 2002-L

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-4        45660NHW8     AAA
                  PO         45660NHX6     AAA
                  A-X        45660NJF3     AAA
                  2-A-9      45660NJD8     AAA
                  B-1        45660NJA4     AAA
                  B-2        45660NJB2     AAA
                  B-3        45660NJC0     AA+

          Residential Asset Securitization Trust 2002-A14J
                         Series 2002-N

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-4        45660NKT1     AAA
                  A-9        45660NKY0     AAA
                  A-10       45660NKZ7     AAA
                  PO         45660NLA1     AAA
                  A-X        45660NLB9     AAA
                  B-1        45660NLD5     AA+
                  B-2        45660NLE3     AA
                  B-3        45660NLF0     A+

           Residential Asset Securitization Trust 2003-A7
                           Series 2003-G

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-2        45660NRY3     AAA
                  A-3        45660NRZ0     AAA
                  A-4        45660NSA4     AAA
                  A-5        45660NSB2     AAA
                  A-7        45660NSD8     AAA
                  A-8        45660NSE6     AAA
                  A-9        45660NSF3     AAA
                  A-10       45660NSG1     AAA
                  A-11       45660NSH9     AAA
                  A-12       45660NSJ5     AAA
                  PO         45660NSM8     AAA
                  A-X        45660NSN6     AAA
                  B-1        45660NSQ9     AA
                  B-2        45660NSR7     A
                  B-3        45660NSS5     BBB
                  B-4        45660NST3     BB
                  B-5        45660NSU0     B

                 Structured Asset Securities Corp.
                        Series 2003-18XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A5         86359AWK5     AAA
                  A6         86359AWL3     AAA
                  A7         86359AYB3     AAA
                  M1         86359AWN9     AA
                  M2         86359AWP4     A
                  M3         86359AWQ2     BB+

                 Structured Asset Securities Corp.
                         Series 2003-28XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A4         86359AQ48     AAA
                  A5         86359AQ55     AAA
                  A-6        86359AQ63     AAA
                  M1         86359AQ71     AA

                 Structured Asset Securities Corp.
                        Series 2003-36XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A4         86359BAT8     AAA
                  A5         86359BAU5     AAA
                  M1         86359BAW1     AA

                 Structured Asset Securities Corp.
                         Series 2004-6XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A3         86359BJR3     AAA
                  A4         86359BJS1     AAA
                  A5A        86359BJT9     AAA
                  A5B        86359BMB4     AAA
                  A6         86359BJU6     AAA
                  M1         86359BJV4     AA+

                  Structured Asset Securities Corp.
                         Series 2004-9XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A4A      86359BRB9     AAA
                  1-A4B      86359BRH6     AAA
                  1-A4C      86359BRJ2     AAA
                  1-A4D      86359BRK9     AAA
                  1-A5       86359BRC7     AAA
                  1-A6       86359BRD5     AAA
                  2-A1       86359BRE3     AAA
                  1-M1       86359BRF0     AA+
                  2-M1       86359BRP8     AA+
                  2-M2       86359BRQ6     AA-
                  1-M2       86359BRG8     A+
                  M3         86359BRR4     BBB+

                Structured Asset Securities Corp.
                       Series 2004-11XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A3A      86359BUB5     AAA
                  1-A3B      86359BUC3     AAA
                  1-A4A      86359BUD1     AAA
                  1-A4B      86359BVC2     AAA
                  1-A5A      86359BUE9     AAA
                  1-A5B      86359BUF6     AAA
                  1-A6       86359BUG4     AAA
                  2-A2       86359BUJ8     AAA
                  2-M1       86359BUL3     AA+
                  1-M1       86359BUK5     AA
                  2-M2       86359BVD0     A+
                  1-M2       86359BUN9     A
                  M3(1)      86359BUM1     BBB-
                  M3(2)                    BBB-

              Structured Asset Securities Corporation
                         Series 2004-21XS

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A3       86359BN56     AAA
                  1-A4       86359BN64     AAA
                  1-A5       86359BN72     AAA
                  2-A2       86359BP21     AAA
                  2-A3       86359BP39     AAA
                  2-A4A      86359BP47     AAA
                  2-A4B      86359BP54     AAA
                  2-A5A      86359BP62     AAA
                  2-A5B      86359BP70     AAA
                  2-A6A      86359BP88     AAA
                  2-6B       86359BP96     AAA
                  1-M1       86359BQ20     AA
                  2-M1       86359BQ46     AA
                  1-M2       86359BQ38     A
                  2-M2       86359BQ53     A
                  M3         86359BQ61     BBB

           Terwin Mortgage Trust Series TMTS 2005-12ALT
                        Series 2005-12ALT

                  Class      CUSIP         Rating
                  -----      -----         ------
                  AF-2       881561VW1     AAA
                  AF-3       881561VX9     AAA
                  AF-4       881561VY7     AAA
                  AF-5       881561VZ4     AAA
                  AV-2       881561WB6     AAA
                  AV-3       881561WC4     AAA
                  M-1        881561WE0     AA+
                  M-2        881561WF7     AA+
                  M-3        881561WG5     AA+


* BOND PRICING: For the Week of June 2 to June 7, 2008
------------------------------------------------------

Issuer                        Coupon   Maturity   Price
------                        ------   --------   -----
AIRTRAN HOLDINGS               7.000%   07/01/23      71
ABC RAIL PRODUCT              10.500%   01/15/04       0
ABC RAIL PRODUCT              10.500%   12/31/04     100
ABITIBI-CONS FIN               7.875%   08/01/09      75
BOWATER INC                    9.500%   10/15/12      63
BOWATER INC                    6.500%   06/15/13      66
BOWATER INC                    9.375%   12/15/21      69
AMBAC INC                      7.500%   05/01/23      66
AMBAC INC                      5.950%   12/05/35      49
AMBAC INC                      6.150%   02/07/87      26
AMERICREDIT CORP               0.750%   09/15/11      71
AMERICREDIT CORP               2.125%   09/15/13      67
ADVANTA CAP TR                 8.990%   12/17/26      68
ALESCO FINANCIAL               7.625%   05/15/27      59
ANTIGENICS                     5.250%   02/01/25      45
ATHEROGENICS INC               4.500%   03/01/11      11
ATHEROGENICS INC               1.500%   02/01/12      10
ASSURED GUARANTY               6.400%   12/15/66      74
ALLEGIANCE TEL                11.750%   02/15/08       7
ALLEGIANCE TEL                12.875%   05/15/08       7
ALION SCIENCE                 10.250%   02/01/15      71
LUCENT TECH                    6.500%   01/15/28      76
AMD                            6.000%   05/01/15    N.A.
AMD                            6.000%   05/01/15      71
AMER COLOR GRAPH              10.000%   06/15/10      35
AMER TISSUE INC               12.500%   07/15/06       0
AMES TRUE TEMPER              10.000%   07/15/12      69
AMBASSADORS INTL               3.750%   04/15/27      53
AMR CORP                       9.000%   08/01/12      72
AM AIRLN EQ TRST              10.680%   03/04/13      65
AM AIRLN PT TRST               9.730%   09/29/14      72
AMR CORP                       9.000%   09/15/16      67
AM AIRLN PT TRST               8.390%   01/02/17      73
AM AIRLN PT TRST               7.377%   05/23/19      69
AMR CORP                      10.200%   03/15/20      74
AMR CORP                      10.150%   05/15/20      68
AMR CORP                       9.880%   06/15/20      61
AMR CORP                      10.000%   04/15/21      65
AMR CORP                       9.750%   08/15/21      70
ALERIS INTL INC               10.000%   12/15/16      73
ASHTON WOODS USA               9.500%   10/01/15      57
ASPECT MEDICAL                 2.500%   06/15/14      57
ASPECT MEDICAL                 2.500%   06/15/14    N.A.
AT HOME CORP                   4.750%   12/15/06       0
AVENTINE RENEW                10.000%   04/01/17      73
BANK NEW ENGLAND               9.500%   02/15/96     100
BANK NEW ENGLAND               8.750%   04/01/99       7
BANK NEW ENGLAND               9.875%   09/15/99       7
BBN CORP                       6.000%   04/01/12       0
BUDGET GROUP INC               9.125%   04/01/06       0
BEARINGPOINT INC               3.100%   12/15/24      41
BEARINGPOINT INC               4.100%   12/15/24      38
BELL MICROPRODUC               3.750%   03/05/24      70
BALLY TOTAL FITN              13.000%   07/15/11      68
BANKUNITED CAP                 3.125%   03/01/34      42
BURLINGTON NORTH               3.200%   01/01/45      50
NORTHERN PAC RY                3.000%   01/01/47      54
NORTHERN PAC RY                3.000%   01/01/47      75
BUFFETS INC                   12.500%   11/01/14       3
BON-TON DEPT STR              10.250%   03/15/14      75
BORLAND SOFTWARE               2.750%   02/15/12      69
BRODER BROS CO                11.250%   10/15/10      68
BUFFALO THUNDER                9.375%   12/15/14    N.A.
CONTL AIRLINES                 8.750%   12/01/11      70
CAPMARK FINL GRP               6.300%   05/10/17      73
COGENT COMMUNICA               1.000%   06/15/27      67
COMPUCREDIT                    3.625%   05/30/25      50
COMPUCREDIT                    5.875%   11/30/35      43
CLEAR CHANNEL                  5.000%   03/15/12      76
CLEAR CHANNEL                  5.750%   01/15/13      72
CLEAR CHANNEL                  5.500%   09/15/14      66
CLEAR CHANNEL                  4.900%   05/15/15      63
CLEAR CHANNEL                  5.500%   12/15/16      60
CLEAR CHANNEL                  6.875%   06/15/18      64
CLEAR CHANNEL                  7.250%   10/15/27      59
WITCO CORP                     6.875%   02/01/26      70
COUNTRYWIDE HOME               5.000%   05/16/13      75
COUNTRYWIDE HOME               5.900%   01/24/18      72
COUNTRYWIDE HOME               6.000%   01/24/18      74
COUNTRYWIDE HOME               5.500%   05/16/18      68
COUNTRYWIDE FINL               5.250%   05/11/20      64
COUNTRYWIDE FINL               5.250%   05/27/20      67
COUNTRYWIDE FINL               6.000%   03/23/21      68
COUNTRYWIDE FINL               6.000%   04/06/21      72
COUNTRYWIDE FINL               6.000%   04/13/21      66
COUNTRYWIDE FINL               6.125%   04/26/21      69
COUNTRYWIDE HOME               6.000%   05/16/23      65
COUNTRYWIDE FINL               6.000%   03/16/26      67
COUNTRYWIDE HOME               6.150%   06/25/29      71
COUNTRYWIDE HOME               6.200%   07/16/29      66
COUNTRYWIDE HOME               6.000%   07/23/29      68
COUNTRYWIDE FINL               6.000%   11/22/30      66
COUNTRYWIDE FINL               5.750%   01/24/31      64
COUNTRYWIDE FINL               5.800%   01/27/31      64
COUNTRYWIDE FINL               6.000%   11/14/35      65
COUNTRYWIDE FINL               6.000%   12/14/35      66
COUNTRYWIDE FINL               6.000%   02/08/36      65
COUNTRYWIDE FINL               6.300%   04/28/36      67
CHARMING SHOPPES               1.125%   05/01/14      64
CHS ELECTRONICS                9.875%   04/15/05     100
CHARTER COMM HLD              11.125%   01/15/11      70
CHARTER COMM HLD              10.000%   05/15/11      70
CHARTER COMM HLD              11.750%   05/15/11      67
CCH I LLC                     11.125%   01/15/14      72
CCH I LLC                      9.920%   04/01/14      72
CCH I LLC                     10.000%   05/15/14      70
CHARTER COMM LP                6.500%   10/01/27      60
CIT GROUP INC                  6.500%   03/15/11      72
CIT GROUP INC                  6.250%   01/15/13      72
CIT GROUP INC                  6.250%   01/15/13      75
CIT GROUP INC                  5.500%   08/15/13      71
CIT GROUP INC                  5.050%   09/15/14      68
CIT GROUP INC                  4.950%   02/15/15      70
CIT GROUP INC                  6.150%   05/15/16      72
CIT GROUP INC                  5.950%   09/15/16      69
CIT GROUP INC                  6.050%   09/15/16      70
CIT GROUP INC                  6.000%   11/15/16      70
CIT GROUP INC                  5.800%   12/15/16      68
CIT GROUP INC                  6.250%   11/15/17      74
CIT GROUP INC                  6.150%   09/15/21      68
CIT GROUP INC                  6.250%   09/15/21      68
CIT GROUP INC                  6.250%   11/15/21      73
CIT GROUP INC                  5.950%   02/15/22      69
CIT GROUP INC                  5.900%   03/15/22      70
CIT GROUP INC                  6.000%   05/15/22      69
CIT GROUP INC                  6.100%   03/15/67      55
COLLINS & AIKMAN              10.750%   12/31/11       0
CLAIRE'S STORES                9.250%   06/01/15      68
CLAIRE'S STORES                9.625%   06/01/15      59
CLAIRE'S STORES               10.500%   06/01/17      54
COMERICA CAP TR                6.576%   02/20/37      69
CMP SUSQUEHANNA                9.875%   05/15/14      72
NEW PLAN REALTY                7.970%   08/14/26      68
NEW PLAN REALTY                7.650%   11/02/26      69
NEW PLAN REALTY                7.680%   11/02/26      65
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN EXCEL                 7.500%   07/30/29      67
NEW ORL GRT N RR               5.000%   07/01/32      60
CONSTAR INTL                  11.000%   12/01/12      56
CONEXANT SYSTEMS               4.000%   03/01/26      76
COLOR TILE INC                10.750%   12/15/01     100
CAPITALSOURCE                  3.500%   07/15/34      70
CV THERAPEUTICS                3.250%   08/16/13      75
CITIZENS UTIL CO               7.000%   11/01/25      77
DELTA AIR LINES                9.875%   04/30/08    N.A.
DELTA AIR LINES                8.000%   12/01/15      57
DELTA AIR LINES               10.500%   04/30/16    N.A.
DECODE GENETICS                3.500%   04/15/11      39
DILLARD DEPT STR               7.750%   07/15/26      75
DILLARD DEPT STR               7.750%   05/15/27      80
DILLARDS INC                   7.000%   12/01/28      71
DELTA MILLS INC                9.625%   09/01/07      10
FIN SEC ASSUR                  6.400%   12/15/66      74
DENDREON CORP                  4.750%   06/15/14      73
DELPHI CORP                    6.500%   08/15/13      42
DELPHI CORP                    8.250%   10/15/33      10
DURA OPERATING                 9.000%   05/01/09       0
DURA OPERATING                 8.625%   04/15/12      11
DOWNEY FINANCIAL               6.500%   07/01/14      69
EDDIE BAUER HLDG               5.250%   04/01/14      71
EPIX MEDICAL INC               3.000%   06/15/24      61
EXODUS COMM INC                4.750%   07/15/08       0
FORD MOTOR CRED                6.650%   10/21/13      75
FORD MOTOR CRED                6.250%   12/20/13      74
FORD MOTOR CRED                6.250%   12/20/13      75
FORD MOTOR CRED                6.500%   12/20/13      74
FORD MOTOR CRED                5.650%   01/21/14      74
FORD MOTOR CRED                5.750%   01/21/14      72
FORD MOTOR CRED                6.000%   01/21/14      73
FORD MOTOR CRED                5.750%   02/20/14      75
FORD MOTOR CRED                5.750%   02/20/14      74
FORD MOTOR CRED                5.900%   02/20/14      74
FORD MOTOR CRED                6.050%   02/20/14      76
FORD MOTOR CRED                6.000%   03/20/14      74
FORD MOTOR CRED                6.000%   03/20/14      72
FORD MOTOR CRED                6.000%   03/20/14      71
FORD MOTOR CRED                6.050%   03/20/14      74
FORD MOTOR CRED                6.050%   04/21/14      70
FORD MOTOR CRED                6.250%   04/21/14      68
FORD MOTOR CRED                6.350%   04/21/14      74
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.650%   06/20/14      75
FORD MOTOR CRED                6.750%   06/20/14      75
FORD MOTOR CRED                6.800%   06/20/14      71
FORD MOTOR CRED                6.000%   11/20/14      74
FORD MOTOR CRED                6.000%   11/20/14      73
FORD MOTOR CRED                6.050%   12/22/14      71
FORD MOTOR CRED                6.050%   12/22/14      75
FORD MOTOR CRED                6.150%   12/22/14      72
FORD MOTOR CRED                6.000%   01/20/15      72
FORD MOTOR CRED                6.150%   01/20/15      73
FORD MOTOR CRED                6.250%   01/20/15      70
FORD MOTOR CRED                6.050%   02/20/15      70
FORD MOTOR CRED                6.100%   02/20/15      71
FORD MOTOR CRED                6.200%   03/20/15      69
FORD MOTOR CRED                6.250%   03/20/15      74
FORD MOTOR CRED                6.500%   03/20/15      71
FORD MOTOR CRED                6.800%   03/20/15      74
FORD MOTOR CRED                7.350%   09/15/15      75
FORD MOTOR CRED                7.250%   07/20/17      68
FORD MOTOR CRED                7.250%   07/20/17      72
FORD MOTOR CRED                7.400%   08/21/17      73
FORD MOTOR CO                  6.500%   08/01/18      66
FORD HOLDINGS                  9.375%   03/01/20      81
FORD MOTOR CO                  8.875%   01/15/22      70
FORD MOTOR CO                  7.125%   11/15/25      60
FORD MOTOR CO                  7.500%   08/01/26      63
FORD MOTOR CO                  6.625%   02/15/28      58
FORD MOTOR CO                  6.625%   10/01/28      59
FORD MOTOR CO                  6.375%   02/01/29      60
FORD HOLDINGS                  9.300%   03/01/30      78
FORD MOTOR CO                  7.450%   07/16/31      67
FORD MOTOR CO                  8.900%   01/15/32      73
FORD MOTOR CRED                7.500%   08/20/32      68
FORD MOTOR CO                  7.750%   06/15/43      59
FORD MOTOR CO                  7.400%   11/01/46      60
FORD MOTOR CO                  7.700%   05/15/97      65
FONTAINEBLEAU LA              10.250%   06/15/15      71
FRANKLIN BANK                  4.000%   05/01/27      33
FIRST DATA CORP                4.500%   06/15/10      74
FIRST DATA CORP                5.625%   11/01/11      74
FIRST DATA CORP                4.700%   08/01/13      50
FIRST DATA CORP                4.850%   10/01/14      48
FIRST DATA CORP                4.950%   06/15/15      49
FAMILY GOLF CTRS               5.750%   10/15/04       0
FEDDERS NORTH AM               9.875%   03/01/14       5
FINLAY FINE JWLY               8.375%   06/01/12      41
FINOVA GROUP                   7.500%   11/15/09      12
FRONTIER AIRLINE               5.000%   12/15/25      23
FIVE STAR QUALIT               3.750%   10/15/26      73
MEDIANEWS GROUP                6.875%   10/01/13      48
MEDIANEWS GROUP                6.375%   04/01/14      46
GOLDEN BOOKS PUB              10.750%   12/31/04       0
GRANCARE INC                   9.375%   09/15/05       0
GEORGIA GULF CRP              10.750%   10/15/16      70
GULF STATES STL               13.500%   04/15/03     100
GENERAL MOTORS                 7.700%   04/15/16      73
GENERAL MOTORS                 8.800%   03/01/21      76
GENERAL MOTORS                 9.400%   07/15/21      77
GENERAL MOTORS                 8.250%   07/15/23      71
GENERAL MOTORS                 8.100%   06/15/24      65
GENERAL MOTORS                 7.400%   09/01/25      61
GENERAL MOTORS                 6.750%   05/01/28      53
GENERAL MOTORS                 8.375%   07/15/33      67
GENERAL MOTORS                 7.375%   05/23/48      62
GMAC                           7.000%   01/15/13      74
GMAC                           6.450%   02/15/13      72
GMAC                           6.800%   02/15/13      72
GMAC                           6.250%   03/15/13      74
GMAC                           6.500%   03/15/13      72
GMAC                           6.750%   04/15/13      74
GMAC                           6.800%   04/15/13      75
GMAC                           6.875%   04/15/13      71
GMAC                           5.850%   05/15/13      73
GMAC                           6.100%   05/15/13      72
GMAC                           6.350%   05/15/13      69
GMAC                           6.500%   05/15/13      73
GMAC                           5.700%   06/15/13      68
GMAC                           5.850%   06/15/13      69
GMAC                           5.850%   06/15/13      67
GMAC                           5.850%   06/15/13      73
GMAC                           6.500%   06/15/13      77
GMAC                           6.000%   07/15/13      73
GMAC                           6.250%   07/15/13      70
GMAC                           6.375%   08/01/13      74
GMAC                           6.500%   08/15/13      72
GMAC                           6.150%   09/15/13      67
GMAC                           5.700%   10/15/13      70
GMAC                           6.250%   10/15/13      71
GMAC                           6.300%   10/15/13      74
GMAC                           6.000%   11/15/13      68
GMAC                           6.100%   11/15/13      70
GMAC                           6.150%   11/15/13      73
GMAC                           6.200%   11/15/13      71
GMAC                           6.250%   11/15/13      71
GMAC                           6.300%   11/15/13      68
GMAC                           6.500%   11/15/13      73
GMAC                           5.700%   12/15/13      68
GMAC                           5.900%   12/15/13      66
GMAC                           5.900%   12/15/13      66
GMAC                           6.000%   12/15/13      71
GMAC                           6.150%   12/15/13      69
GMAC                           5.250%   01/15/14      66
GMAC                           5.350%   01/15/14      71
GMAC                           5.750%   01/15/14      69
GMAC                           6.375%   01/15/14      66
GMAC                           6.700%   05/15/14      70
GMAC                           6.700%   05/15/14      73
GMAC                           6.700%   06/15/14      74
GMAC                           6.750%   06/15/14      67
GMAC                           6.750%   12/01/14      77
GMAC                           6.750%   07/15/16      67
GMAC                           6.600%   08/15/16      60
GMAC                           6.700%   08/15/16      65
GMAC                           6.750%   08/15/16      71
GMAC                           6.875%   08/15/16      64
GMAC                           6.750%   09/15/16      69
GMAC                           7.375%   11/15/16      64
GMAC                           7.500%   11/15/16      69
GMAC                           6.750%   06/15/17      63
GMAC                           6.900%   06/15/17      60
GMAC                           6.950%   06/15/17      60
GMAC                           7.000%   06/15/17      65
GMAC                           7.000%   07/15/17      61
GMAC                           7.500%   08/15/17      66
GMAC                           7.250%   09/15/17      66
GMAC                           7.250%   09/15/17      64
GMAC                           7.250%   09/15/17      62
GMAC                           7.250%   09/15/17      60
GMAC                           7.125%   10/15/17      62
GMAC                           7.200%   10/15/17      60
GMAC                           7.200%   10/15/17      67
GMAC                           7.750%   10/15/17      66
GMAC                           8.000%   10/15/17      70
GMAC                           7.500%   11/15/17      68
GMAC                           7.500%   11/15/17      69
GMAC                           8.000%   11/15/17      69
GMAC                           7.300%   12/15/17      62
GMAC                           7.400%   12/15/17      63
GMAC                           7.500%   12/15/17      67
GMAC                           7.500%   12/15/17      74
GMAC                           7.250%   01/15/18      63
GMAC                           7.300%   01/15/18      66
GMAC                           7.300%   01/15/18      71
GMAC                           7.000%   02/15/18      64
GMAC                           7.000%   02/15/18      60
GMAC                           7.000%   02/15/18      60
GMAC                           6.750%   03/15/18      61
GMAC                           7.000%   03/15/18      65
GMAC                           7.050%   03/15/18      60
GMAC                           7.050%   03/15/18      63
GMAC                           7.050%   04/15/18      59
GMAC                           7.250%   04/15/18      62
GMAC                           7.250%   04/15/18      63
GMAC                           7.350%   04/15/18      62
GMAC                           7.375%   04/15/18      66
GMAC                           6.600%   05/15/18      59
GMAC                           6.850%   05/15/18      60
GMAC                           7.000%   05/15/18      61
GMAC                           6.500%   06/15/18      59
GMAC                           6.650%   06/15/18      58
GMAC                           6.700%   06/15/18      56
GMAC                           6.700%   06/15/18      59
GMAC                           6.750%   07/15/18      60
GMAC                           6.875%   07/15/18      67
GMAC                           6.900%   07/15/18      64
GMAC                           6.900%   08/15/18      61
GMAC                           7.000%   08/15/18      65
GMAC                           7.250%   08/15/18      62
GMAC                           7.250%   08/15/18      70
GMAC                           6.750%   09/15/18      61
GMAC                           6.800%   09/15/18      60
GMAC                           7.000%   09/15/18      62
GMAC                           7.150%   09/15/18      65
GMAC                           7.250%   09/15/18      65
GMAC                           6.650%   10/15/18      59
GMAC                           6.650%   10/15/18      59
GMAC                           6.750%   10/15/18      59
GMAC                           6.800%   10/15/18      66
GMAC                           6.500%   11/15/18      60
GMAC                           6.700%   11/15/18      58
GMAC                           6.750%   11/15/18      63
GMAC                           6.250%   12/15/18      65
GMAC                           6.400%   12/15/18      58
GMAC                           6.500%   12/15/18      62
GMAC                           6.500%   12/15/18      62
GMAC                           5.900%   01/15/19      55
GMAC                           5.900%   01/15/19      57
GMAC                           6.250%   01/15/19      60
GMAC                           5.900%   02/15/19      59
GMAC                           6.000%   02/15/19      62
GMAC                           6.000%   02/15/19      56
GMAC                           6.000%   02/15/19      58
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   03/15/19      58
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   04/15/19      58
GMAC                           6.200%   04/15/19      60
GMAC                           6.250%   04/15/19      60
GMAC                           6.350%   04/15/19      57
GMAC                           6.250%   05/15/19      57
GMAC                           6.500%   05/15/19      58
GMAC                           6.750%   05/15/19      63
GMAC                           6.750%   05/15/19      56
GMAC                           6.600%   06/15/19      59
GMAC                           6.600%   06/15/19      58
GMAC                           6.700%   06/15/19      65
GMAC                           6.750%   06/15/19      62
GMAC                           6.750%   06/15/19      61
GMAC                           6.250%   07/15/19      57
GMAC                           6.350%   07/15/19      59
GMAC                           6.350%   07/15/19      60
GMAC                           6.050%   08/15/19      56
GMAC                           6.050%   08/15/19      60
GMAC                           6.150%   08/15/19      64
GMAC                           6.300%   08/15/19      60
GMAC                           6.300%   08/15/19      61
GMAC                           6.000%   09/15/19      56
GMAC                           6.000%   09/15/19      57
GMAC                           6.100%   09/15/19      56
GMAC                           6.150%   09/15/19      57
GMAC                           5.900%   10/15/19      63
GMAC                           6.050%   10/15/19      56
GMAC                           6.125%   10/15/19      57
GMAC                           6.150%   10/15/19      57
GMAC                           6.400%   11/15/19      57
GMAC                           6.400%   11/15/19      59
GMAC                           6.550%   12/15/19      63
GMAC                           6.700%   12/15/19      61
GMAC                           6.500%   01/15/20      58
GMAC                           6.500%   02/15/20      66
GMAC                           6.650%   02/15/20      61
GMAC                           6.750%   03/15/20      65
GMAC                           9.000%   07/15/20      77
GMAC                           7.000%   02/15/21      63
GMAC                           7.000%   09/15/21      60
GMAC                           7.000%   09/15/21      67
GMAC                           7.000%   06/15/22      64
GMAC                           7.000%   11/15/23      64
GMAC                           7.000%   11/15/24      60
GMAC                           7.000%   11/15/24      58
GMAC                           7.000%   11/15/24      62
GMAC                           7.150%   01/15/25      65
GMAC                           7.250%   01/15/25      56
GMAC                           7.250%   02/15/25      64
GMAC                           7.150%   03/15/25      67
GMAC                           7.250%   03/15/25      60
GMAC                           7.500%   03/15/25      67
GMAC                           8.000%   03/15/25      71
OUTBOARD MARINE               10.750%   06/01/08      10
OUTBOARD MARINE                9.125%   04/15/17       7
GLOBALSTAR INC                 5.750%   04/01/28      72
REALOGY CORP                  10.500%   04/15/14      76
REALOGY CORP                  12.375%   04/15/15      55
HUNTINGTON CAPIT               6.650%   05/15/37      69
HUB INTL HOLDING              10.250%   06/15/15      75
COLUMBIA/HCA                   7.050%   12/01/27      78
COLUMBIA/HCA                   7.500%   11/15/95      71
HERBST GAMING                  8.125%   06/01/12      24
HERBST GAMING                  7.000%   11/15/14      22
HARRAHS OPER CO                5.375%   12/15/13      65
HARRAHS OPER CO                5.625%   06/01/15      58
HARRAHS OPER CO                6.500%   06/01/16      60
HARRAHS OPER CO                5.750%   10/01/17      55
HUMAN GENOME                   2.250%   08/15/12      74
HILTON HOTELS                  7.500%   12/15/17      74
HINES NURSERIES               10.250%   10/01/11      58
K HOVNANIAN ENTR               8.875%   04/01/12      76
K HOVNANIAN ENTR               7.750%   05/15/13      67
K HOVNANIAN ENTR               6.500%   01/15/14      69
K HOVNANIAN ENTR               6.375%   12/15/14      69
K HOVNANIAN ENTR               6.250%   01/15/15      69
K HOVNANIAN ENTR               6.250%   01/15/16      68
K HOVNANIAN ENTR               7.500%   05/15/16      69
HERCULES INC                   6.500%   06/30/29      75
HERTZ CORP                     7.000%   01/15/28      75
HEADWATERS INC                 2.500%   02/01/14      71
HEADWATERS INC                 2.500%   02/01/14      68
HAWAIIAN TELCOM                9.750%   05/01/13      40
HAWAIIAN TELCOM               12.500%   05/01/15      26
BORDEN INC                     8.375%   04/15/16      56
BORDEN INC                     9.200%   03/15/21      57
BORDEN INC                     7.875%   02/15/23      47
IDEARC INC                     8.000%   11/15/16      72
ION MEDIA                     11.000%   07/31/13      24
ISOLAGEN INC                   3.500%   11/01/24      15
INDALEX HOLD                  11.500%   02/01/14      55
IRIDIUM LLC/CAP               10.875%   07/15/05       0
IRIDIUM LLC/CAP               11.250%   07/15/05       1
IRIDIUM LLC/CAP               13.000%   07/15/05       1
IRIDIUM LLC/CAP               14.000%   07/15/05       0
JAZZ TECHNOLOGIE               8.000%   12/31/11      69
JETBLUE AIRWAYS                3.750%   03/15/35      70
JB POINDEXTER                  8.750%   03/15/14      73
JONES APPAREL                  6.125%   11/15/34      70
JPMORGAN CHASE                10.000%   07/31/08      70
JPMORGAN CHASE                12.000%   07/31/08      36
JPMORGAN CHASE                 9.500%   09/29/08      70
KEYSTONE AUTO OP               9.750%   11/01/13      64
KELLSTROM INDS                 5.750%   10/15/02       0
KEMET CORP                     2.250%   11/15/26      69
KEMET CORP                     2.250%   11/15/26      70
KIMBALL HILL INC              10.500%   12/15/12       2
KAISER ALUMINUM               12.750%   02/01/03       5
K MART FUNDING                 8.800%   07/01/10       1
KMART 95-K1 PT                 8.990%   07/05/10    N.A.
KMART 95-K4 PT                 9.350%   01/02/20       0
KMART 95-K2 PT                 9.780%   01/05/20    N.A.
KRATON POLYMERS                8.125%   01/15/14      64
KELLWOOD CO                    7.625%   10/15/17      66
LIBERTY MEDIA                  4.000%   11/15/29      56
LIBERTY MEDIA                  3.750%   02/15/30      56
LIBERTY MEDIA                  3.500%   01/15/31      54
LIBERTY MEDIA                  3.250%   03/15/31      67
LAZYDAYS RV                   11.750%   05/15/12      73
US AIRWAYS GROUP               7.000%   09/30/20      70
LIFETIME BRANDS                4.750%   07/15/11      72
LEHMAN BROS HLDG               5.500%   04/15/23      79
LEHMAN BROS HLDG               5.000%   05/28/23      78
LEHMAN BROS HLDG               4.800%   06/24/23      72
LEHMAN BROS HLDG               5.750%   12/16/28      70
LEHMAN BROS HLDG               5.750%   12/23/28      77
LEHMAN BROS HLDG               5.600%   03/02/29      76
LEHMAN BROS HLDG               5.700%   04/13/29      77
LEHMAN BROS HLDG               5.550%   01/25/30      75
LEHMAN BROS HLDG               5.450%   02/22/30      72
LEHMAN BROS HLDG               5.625%   03/15/30      73
LEHMAN BROS HLDG               5.500%   08/02/30      73
LEHMAN CAP VII                 5.857%      N.A.       72
LEINER HEALTH                 11.000%   06/01/12       2
CHENIERE ENERGY                2.250%   08/01/12      54
LIFECARE HOLDING               9.250%   08/15/13      61
EQUISTAR CHEMICA               7.550%   02/15/26      71
MILLENNIUM AMER                7.625%   11/15/26      58
MAJESTIC STAR                  9.750%   01/15/11      34
MBIA INC                       7.000%   12/15/25      77
MBIA INC                       6.625%   10/01/28      68
MAGNA ENTERTAINM               7.250%   12/15/09      51
MAGNA ENTERTAINM               8.550%   06/15/10      53
MERRILL LYNCH                 10.000%   03/06/09    N.A.
MERRILL LYNCH                 11.000%   04/28/09    N.A.
MERRILL LYNCH                  8.100%   06/04/09    N.A.
MERRILL LYNCH                 12.000%   03/26/10    N.A.
MERIX CORP                     4.000%   05/15/13      53
METALDYNE CORP                11.000%   06/15/12      27
METALDYNE CORP                10.000%   11/01/13      56
MASONITE CORP                 11.000%   04/06/15      67
KNIGHT RIDDER                  4.625%   11/01/14      70
KNIGHT RIDDER                  5.750%   09/01/17      69
KNIGHT RIDDER                  7.150%   11/01/27      66
KNIGHT RIDDER                  6.875%   03/15/29      64
MANNKIND CORP                  3.750%   12/15/13      53
MOMENTIVE PERFOR              11.500%   12/01/16      75
MORRIS PUBLISH                 7.000%   08/01/13      60
MOTOROLA INC                   5.220%   10/01/97      54
MOA HOSPITALITY                8.000%   10/15/07      75
MOVIE GALLERY                 11.000%   05/01/12      30
MRS FIELDS                     9.000%   03/15/11      62
MORGAN STANLEY                10.000%   04/20/09    N.A.
MORGAN STANLEY                10.000%   05/20/09    N.A.
NORTH ATL TRADNG               9.250%   03/01/12      62
NEFF CORP                     10.000%   06/01/15      45
NEWARK GROUP INC               9.750%   03/15/14      75
NATL FINANCIAL                 0.750%   02/01/12      71
NEKTAR THERAPEUT               3.250%   09/28/12      74
NELNET INC                     7.400%   09/29/36      67
NATL STEEL CORP                8.375%   08/01/06       0
NORTHERN TEL CAP               7.875%   06/15/26      70
NTK HOLDINGS INC               0.000%   03/01/14      53
NORTEK INC                     8.500%   09/01/14      70
GLOBAL HEALTH SC              11.000%   05/01/08       0
NUVEEN INVEST                  5.500%   09/15/15      73
NORTHWESTERN CRP               7.960%   12/21/26       4
NETWORK EQUIPMNT               3.750%   12/15/14      66
NORTHWST STL&WIR               9.500%   06/15/01       0
REALTY INCOME                  5.875%   03/15/35      71
OMNICARE INC                   3.250%   12/15/35      72
OAKWOOD HOMES                  7.875%   03/01/04       0
OAKWOOD HOMES                  8.125%   03/01/09       0
AMER & FORGN PWR               5.000%   03/01/30      52
OSCIENT PHARM                  3.500%   04/15/11      41
OSI RESTAURANT                10.000%   06/15/15      70
PAC-WEST TELECOM              13.500%   02/01/09       2
PENHALL INTL                  12.000%   08/01/14      75
RESTAURANT CO                 10.000%   10/01/13      67
PALM HARBOR                    3.250%   05/15/24      59
PIERRE FOODS INC               9.875%   07/15/12      29
PACKAGING DYNAMI              10.000%   05/01/16      67
PLY GEM INDS                   9.000%   02/15/12      66
PORTOLA PACKAGIN               8.250%   02/01/12      58
PROPEX FABRICS                10.000%   12/01/12       1
PRIMUS TELECOM                 5.000%   06/30/09      61
PRIMUS TELECOM                 3.750%   09/15/10      45
PRIMUS TELECOM                 8.000%   01/15/14      37
POPE & TALBOT                  8.375%   06/01/13      14
POPE & TALBOT                  8.375%   06/01/13       4
PANTRY INC                     3.000%   11/15/12      70
NUTRITIONAL SRC               10.125%   08/01/09      13
POWERWAVE TECH                 1.875%   11/15/24      71
POWERWAVE TECH                 3.875%   10/01/27      73
POWERWAVE TECH                 3.875%   10/01/27      74
PIXELWORKS INC                 1.750%   05/15/24      70
QUALITY DISTRIBU               9.000%   11/15/10      65
RITE AID CORP                  6.875%   08/15/13      70
RITE AID CORP                  7.700%   02/15/27      59
RITE AID CORP                  6.875%   12/15/28      53
RAFAELLA APPAREL              11.250%   06/15/11      53
RAIT FINANCIAL                 6.875%   04/15/27      55
RADIAN GROUP                   5.625%   02/15/13      77
RADIAN GROUP                   5.375%   06/15/15      78
EVEREST RE HLDGS               6.600%   05/15/37      75
RESIDENTIAL CAP                8.375%   06/30/10      53
RESIDENTIAL CAP                8.000%   02/22/11      48
RESIDENTIAL CAP                8.500%   06/01/12      54
RESIDENTIAL CAP                8.500%   04/17/13      50
RESIDENTIAL CAP                8.875%   06/30/15      50
REGIONS FIN TR                 6.625%   05/15/47      73
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   8.875%   01/15/16      65
RH DONNELLEY                   8.875%   10/15/17      67
RICKEL HOME CNTR              13.500%   12/15/01       0
ROTECH HEALTHCA                9.500%   04/01/12      78
RENTECH INC                    4.000%   04/15/13      51
SPECIAL DEVICES               11.375%   12/15/08    N.A.
SEARS ROEBUCK AC               7.500%   10/15/27      71
SEARS ROEBUCK AC               6.750%   01/15/28      77
SEARS ROEBUCK AC               6.500%   12/01/28      75
SEARS ROEBUCK AC               7.000%   06/01/32      68
SPHERIS INC                   11.000%   12/15/12      83
CD RADIO INC                   8.750%   09/29/09       5
SIX FLAGS INC                  8.875%   02/01/10      88
SIX FLAGS INC                  9.750%   04/15/13      65
SIX FLAGS INC                  9.625%   06/01/14      60
SIX FLAGS INC                  4.500%   05/15/15      56
SLM CORP                       5.000%   09/15/15      72
SLM CORP                       5.550%   03/15/18      72
SLM CORP                       5.600%   03/15/18      72
SLM CORP                       5.650%   03/15/18      70
SLM CORP                       5.600%   06/15/18      72
SLM CORP                       5.250%   03/15/19      73
SLM CORP                       5.400%   03/15/19      74
SLM CORP                       5.500%   03/15/19      74
SLM CORP                       5.190%   04/24/19      68
SLM CORP                       5.000%   06/15/19      66
SLM CORP                       5.150%   06/15/19      69
SLM CORP                       5.500%   06/15/19      74
SLM CORP                       6.000%   06/15/19      73
SLM CORP                       5.500%   09/15/19      62
SLM CORP                       5.900%   09/15/19      73
SLM CORP                       6.000%   09/15/19      74
SLM CORP                       6.000%   09/15/19      75
SLM CORP                       5.250%   06/15/20      66
SLM CORP                       5.200%   12/15/20    N.A.
SLM CORP                       5.450%   12/15/20      72
SLM CORP                       6.150%   03/10/21      75
SLM CORP                       6.000%   06/15/21      70
SLM CORP                       6.000%   06/15/21      69
SLM CORP                       6.150%   06/15/21      68
SLM CORP                       6.150%   06/15/21      71
SLM CORP                       5.600%   03/15/22      68
SLM CORP                       5.650%   06/15/22      70
SLM CORP                       5.650%   06/15/22      69
SLM CORP                       5.050%   03/15/23      59
SLM CORP                       5.400%   03/15/23      73
SLM CORP                       5.450%   03/15/23      58
SLM CORP                       5.600%   03/15/24      62
SLM CORP                       5.625%   01/25/25      65
SLM CORP                       5.350%   06/15/25      63
SLM CORP                       5.550%   06/15/25      65
SLM CORP                       6.000%   06/15/26      66
SLM CORP                       6.000%   06/15/26      68
SLM CORP                       6.000%   12/15/26      75
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.050%   12/15/26      67
SLM CORP                       6.000%   03/15/27      68
SLM CORP                       5.200%   03/15/28      62
SLM CORP                       5.250%   03/15/28      70
SLM CORP                       5.450%   03/15/28      72
SLM CORP                       5.000%   06/15/28      74
SLM CORP                       5.250%   06/15/28      57
SLM CORP                       5.450%   06/15/28      65
SLM CORP                       5.450%   06/15/28      67
SLM CORP                       5.500%   06/15/28      62
SLM CORP                       5.550%   06/15/28      72
SLM CORP                       4.800%   12/15/28      65
SLM CORP                       5.000%   12/15/28      54
SLM CORP                       5.150%   12/15/28      69
SLM CORP                       5.250%   12/15/28      69
SLM CORP                       5.600%   12/15/28      70
SLM CORP                       5.800%   12/15/28      64
SLM CORP                       6.000%   12/15/28      61
SLM CORP                       6.000%   12/15/28      70
SLM CORP                       6.000%   12/15/28      65
SLM CORP                       5.600%   03/15/29      59
SLM CORP                       5.600%   03/15/29      64
SLM CORP                       5.650%   03/15/29      65
SLM CORP                       5.650%   03/15/29      74
SLM CORP                       5.700%   03/15/29      66
SLM CORP                       5.700%   03/15/29      61
SLM CORP                       5.700%   03/15/29      65
SLM CORP                       5.750%   03/15/29      72
SLM CORP                       5.750%   03/15/29      63
SLM CORP                       5.750%   03/15/29      67
SLM CORP                       5.750%   03/15/29      65
SLM CORP                       6.000%   03/15/29      67
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.750%   06/15/29      65
SLM CORP                       5.750%   06/15/29      58
SLM CORP                       6.000%   06/15/29      62
SLM CORP                       6.000%   06/15/29      60
SLM CORP                       6.000%   06/15/29      67
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       5.750%   09/15/29      63
SLM CORP                       5.850%   09/15/29      66
SLM CORP                       5.850%   09/15/29      64
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   09/15/29      65
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.150%   09/15/29      66
SLM CORP                       6.150%   09/15/29      68
SLM CORP                       6.250%   09/15/29      68
SLM CORP                       6.250%   09/15/29      67
SLM CORP                       5.600%   12/15/29      57
SLM CORP                       5.600%   12/15/29      63
SLM CORP                       5.650%   12/15/29      66
SLM CORP                       5.650%   12/15/29      63
SLM CORP                       5.650%   12/15/29      64
SLM CORP                       5.700%   12/15/29      62
SLM CORP                       5.750%   12/15/29      62
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      65
SLM CORP                       5.500%   03/15/30      64
SLM CORP                       5.500%   03/15/30      62
SLM CORP                       5.650%   03/15/30      64
SLM CORP                       5.700%   03/15/30      66
SLM CORP                       5.750%   03/15/30      64
SLM CORP                       5.750%   03/15/30      67
SLM CORP                       5.400%   06/15/30      60
SLM CORP                       5.650%   06/15/30      59
SLM CORP                       5.700%   06/15/30      63
SLM CORP                       5.300%   09/15/30      63
SLM CORP                       5.650%   09/15/30      65
SLM CORP                       5.500%   12/15/30      64
SLM CORP                       6.000%   06/15/31      67
SLM CORP                       6.000%   06/15/31      65
SLM CORP                       6.250%   09/15/31      68
SLM CORP                       6.350%   09/15/31      68
SLM CORP                       6.350%   09/15/31      67
SLM CORP                       6.400%   09/15/31      62
SLM CORP                       6.450%   09/15/31      69
SLM CORP                       6.500%   09/15/31      69
SLM CORP                       5.850%   12/15/31      63
SLM CORP                       6.000%   12/15/31      68
SLM CORP                       6.000%   12/15/31      65
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.050%   12/15/31      67
SLM CORP                       6.100%   12/15/31      66
SLM CORP                       6.200%   12/15/31      67
SLM CORP                       5.650%   03/15/32      62
SLM CORP                       5.700%   03/15/32      65
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.800%   03/15/32      64
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.850%   03/15/32      58
SLM CORP                       5.850%   03/15/32      59
SLM CORP                       5.850%   03/15/32      66
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.625%   08/01/33      73
SLM CORP                       6.850%   07/07/36      73
SLM CORP                       6.000%   03/15/37      66
SLM CORP                       6.000%   03/15/37      62
SLM CORP                       6.000%   03/15/37      66
SPINNAKER INDS                10.750%   10/15/06       0
SPECTRUM BRANDS                7.375%   02/01/15      73
STANDARD PACIFIC               9.250%   04/15/12      78
STANDRD PAC CORP               6.000%   10/01/12      71
SPANSION LLC                  11.250%   01/15/16      66
SPANSION LLC                   2.250%   06/15/16      49
STANLEY-MARTIN                 9.750%   08/15/15      45
SUNTRUST PFD CAP               5.853%       N.A.      74
STATION CASINOS                6.500%   02/01/14      63
STATION CASINOS                6.875%   03/01/16      60
STATION CASINOS                6.625%   03/15/18      59
SERVICEMASTER CO               7.100%   03/01/18      54
SERVICEMASTER CO               7.450%   08/15/27      48
SERVICEMASTER CO               7.250%   03/01/38      57
SWIFT TRANS CO                12.500%   05/15/17      41
TELIGENT INC                  11.500%   12/01/07       0
TELIGENT INC                  11.500%   03/01/08       0
TENET HEALTHCARE               6.875%   11/15/31      75
THERAVANCE INC                 3.000%   01/15/15      76
TRANS-LUX CORP                 8.250%   03/01/12      56
TRANSMERIDIAN EX              12.000%   12/15/10      61
TOUSA INC                      9.000%   07/01/10      62
TOUSA INC                      9.000%   07/01/10      55
TOUSA INC                      7.500%   03/15/11       9
TOUSA INC                     10.375%   07/01/12      11
TOUSA INC                      7.500%   01/15/15      10
TOYS R US                      7.375%   10/15/18      78
TRIBUNE CO                     4.875%   08/15/10      62
TIMES MIRROR CO                7.250%   03/01/13      39
TRIBUNE CO                     5.250%   08/15/15      44
TIMES MIRROR CO                7.500%   07/01/23      41
TIMES MIRROR CO                6.610%   09/15/27      37
TIMES MIRROR CO                7.250%   11/15/96      32
TRUMP ENTERTNMNT               8.500%   06/01/15      68
WIMAR OP LLC/FIN               9.625%   12/15/14      56
TRUE TEMPER                    8.375%   09/15/11      65
RJ TOWER CORP                 12.000%   06/01/13       1
TXU CORP                       6.500%   11/15/24      77
TXU CORP                       6.550%   11/15/34      75
UAL 1995 TRUST                 9.020%   04/19/12      40
UAL 1991 TRUST                10.020%   03/22/14      48
UAL 1995 TRUST                 9.560%   10/19/18      45
UAL CORP                       5.000%   02/01/21      50
UAL CORP                       4.500%   06/30/21      52
UAL CORP                       4.500%   06/30/21      56
US AIR INC                    10.900%   01/01/49       0
US AIR INC                    10.750%   01/15/49       0
UNIVERSAL STAND                8.250%   02/01/06       0
MISSOURI PAC RR                5.000%   01/01/45      68
CHIC EAST ILL RR               5.000%   01/01/54      61
VISTEON CORP                   7.000%   03/10/14      66
VENTURE HLDGS                  9.500%   07/01/05       0
VENTURE HLDGS                 11.000%   06/01/07       0
VERTIS INC                    10.875%   06/15/09      46
VION PHARM INC                 7.750%   02/15/12      53
VIRGIN RIVER CAS               9.000%   01/15/12      72
VICORP RESTAURNT              10.500%   04/15/11      15
VERENIUM CORP                  5.500%   04/01/27      41
VERASUN ENERGY                 9.375%   06/01/17      68
VESTA INSUR GRP                8.750%   07/15/25       2
WEBSTER CAPITAL                7.650%   06/15/37      67
WCI COMMUNITIES                9.125%   05/01/12      44
WCI COMMUNITIES                7.875%   10/01/13      40
WCI COMMUNITIES                6.625%   03/15/15      41
WCI COMMUNITIES                4.000%   08/05/23      63
WINSTAR COMM INC              10.000%   03/15/08       0
WINSTAR COMM INC              14.750%   04/15/10       0
WCI STEEL ACQUIS               8.000%   05/01/16      64
WERNER HOLDINGS               10.000%   11/15/07       0
WILLIAM LYON                   7.625%   12/15/12      57
WILLIAM LYON                  10.750%   04/01/13      68
WILLIAM LYON                   7.500%   02/15/14      61
WASH MUTUAL PFD                6.534%       N.A.      59
WASH MUTUAL PFD                6.895%       N.A.      60
WASH MUTUAL PFD                6.665%       N.A.      62
PEGASUS SATELLIT               9.750%   12/01/06       0
PEGASUS SATELLIT              12.500%   08/01/07       0
YOUNG BROADCSTNG              10.000%   03/01/11      67
YOUNG BROADCSTNG               8.750%   01/15/14      58


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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